What changed in this filing

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Item 1. Financial Statements

2024-08-13 compared with 2024-05-07 · 102 added, 83 removed, 246 unchanged (43% of the section changed)

24 unchanged sentences

200,000,000 shares authorized at

March 31, 2024 and December 31, 2023;

June 30, 2024 and December 31, 2023;

33,420,808 shares

issued and outstanding at March 31, 2024 and December 31, 2023

issued and outstanding at June 30, 2024 and December 31, 2023

Additional paid-in capital

7 unchanged sentences

(In thousands, except share and per share data)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating expenses:

20 unchanged sentences

Balances, March 31, 2024

Stock based compensation

Other comprehensive loss

Balances, June 30, 2024

RENEO PHARMACEUTICALS, INC.

Consolidated Statements of Changes in Stockholders’ Equity

(In thousands, except share data)

Comprehensive

8 unchanged sentences

Balances, March 31, 2023

Issuance of common stock in public

offering, net of offering costs

Issuance of common stock in private

placement, net of offering costs

Stock based compensation

Issuance of common stock in

connection with equity plans

Other comprehensive loss

Balances, June 30, 2023

The accompanying notes are an integral part of these consolidated financial statements.

2 unchanged sentences

(In thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities

15 unchanged sentences

Proceeds from maturities of available-for-sale short-term investments

Net cash provided by investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities

Payments of deferred costs in connection with private placement

Proceeds from public offering of common stock, net of offering costs

Proceeds from private placement of common stock, net of offering costs

Proceeds from issuance of common stock under the at-the-market

facility, net of offering costs

Net cash provided by financing activities

Net (decrease) increase in cash and cash equivalents

Proceeds from issuance of common stock in connection with equity

Net cash (used in) provided by financing activities

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Noncash investing and financing activities:

Property and equipment in accounts payable

The accompanying notes are an integral part of these consolidated financial statements.

3 unchanged sentences

Reneo Pharmaceuticals, Inc.

(Reneo or the Company) commenced operations on September 22, 2014 as a pharmaceutical company and has historically focused on the development of therapies for patients with rare genetic mitochondrial diseases.

In December 2017, the Company in-licensed mavodelpar (REN001), a novel oral peroxisome proliferator-activated receptor delta (PPARδ) agonist.

Risks and Uncertainties

(Reneo or the Company) is a pharmaceutical company historically focused on the development and commercialization of therapies for patients with rare genetic mitochondrial diseases, which are often associated with the inability of mitochondria to produce adenosine triphosphate.

The Company’s only product candidate, mavodelpar, is a potent and selective agonist of the peroxisome proliferator-activated receptor delta (PPARδ).

Mavodelpar has been shown to increase transcription of genes involved in mitochondrial function and increase fatty acid oxidation , and may increase production of new mitochondria.

On December 14, 2023, the Company announced that its pivotal STRIDE study, a global, randomized, double-blind, placebo-controlled Phase 2b trial of mavodelpar in adult patients with primary mitochondria myopathy due to mitochondrial DNA defects, did not meet its primary or secondary efficacy endpoints.

As a result, the Company suspended the development activities of its only product candidate, mavodelpar, and implemented cash preservation activities, including substantial workforce reduction.

In December 2023 and February 2024, the Company implemented a workforce reduction and recognized approximately $ 2.5 million and $ 1.6 million in severance and continuation of benefit expenses, respectively.

The Company is subject to a number of risks similar to other pharmaceutical companies including, but not limited to, dependency on the clinical and commercial success of the Company’s potential product candidates, ability to obtain regulatory approval of any such potential product candidates, the need for substantial additional financing to achieve its goals, uncertainty of broad adoption of its approved products, if any, by physicians, consumers and third-party payors, significant competition and untested manufacturing capabilities, and dependence on key individuals and sole source suppliers.

As a result, the Company suspended the development activities for mavodelpar and implemented cash preservation activities, including a substantial workforce reduction.

The Company implemented a reduction in workforce in December 2023 and February 2024, and currently has eight full-time employees remaining.

In January 2024, the Company’s Board of Directors retained an independent financial advisor to initiate a formal process to evaluate potential strategic alternatives focused on maximizing stockholder value, including, but not limited to, a merger, sale, other business combination, a strategic partnership with one or more parties, or the licensing, sale or divestiture of its assets.

The Company is no longer pursuing further clinical development of mavodelpar at this time.

On May 10, 2024, the Company entered into an Agreement and Plan of Merger (Merger Agreement and the transactions contemplated thereby, Proposed Transactions) with Radiate Merger Sub I, Inc., a Delaware corporation and its direct, wholly owned subsidiary (Merger Sub I), Radiate Merger Sub II, LLC, a Delaware limited liability company and its direct, wholly owned subsidiary (Merger Sub II), and OnKure, Inc., a Delaware corporation (OnKure), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, (a) Merger Sub I will merge with and into OnKure (the First Merger), with Merger Sub I ceasing to exist and OnKure surviving the First Merger as its wholly owned subsidiary (Reneo following the First Merger, NewCo), and (b) as promptly as practicable following the First Merger, OnKure, as the surviving corporation of the First Merger, will merge with and into Merger Sub II, with OnKure ceasing to exist and Merger Sub II surviving the Second Merger as a wholly owned subsidiary of NewCo (the Second Merger, and together with the First Merger, the Mergers).

At the effective time of the First Merger (the First Effective Time) and upon filing of an amendment to the Company’s amended and restated certificate of incorporation to reclassify its common stock, each share of the Company’s common stock existing and outstanding immediately prior thereto will be recapitalized and remain outstanding as a share of NewCo Class A common stock without any conversion or exchange thereof, subject to a proposed reverse stock split of all of the shares of the Company’s common stock outstanding at the time of effectiveness thereof by a ratio to be determined by OnKure subject to the Company’s approval (the Reverse Stock Split).

Upon the First Effective Time, all shares of OnKure capital stock outstanding immediately prior to the First Effective Time, after giving effect to an assumed common stock exchange ratio of 0.24482 and an assumed preferred stock exchange ratio of 1.50062 , will be converted into the right to receive approximately 76,958,781 shares of NewCo common stock in the aggregate, which is subject to adjustment as set forth in the Merger Agreement.

In connection with the Mergers, on May 10, 2024, the Company concurrently entered into a Subscription Agreement with certain existing OnKure stockholders and new investors (collectively, PIPE Investors) pursuant to which, among other things, the Company agreed to issue to the PIPE Investors shares of NewCo Class A common stock concurrently with the Mergers in a private placement transaction for an aggregate purchase price of $ 65.0 million, which amount may be increased to up to $ 85.0 million through additional subscriptions from additional

PIPE Investors (the Concurrent PIPE Investments).

The closing of the Concurrent PIPE Investments is conditioned upon the satisfaction or waiver of the conditions to the closing of the Mergers and the substantially concurrent closing of the Mergers, as well as certain other conditions.

Immediately after the Mergers, pre-Mergers OnKure stockholders are expected to own approximately 69.4 % of NewCo on a fully-diluted basis and pre-Mergers Reneo stockholders are expected to own approximately 30.6 % of NewCo on a fully-diluted basis.

Following the completion of the Concurrent PIPE Investments, assuming a subscription amount of (a) $ 65.0 million, pre-Mergers OnKure stockholders are expected to own approximately 54.8 % of NewCo on a fully-diluted basis, pre-Mergers Reneo stockholders are expected to own approximately 24.2 % of NewCo on a fully-diluted basis, and the PIPE Investors are expected to own approximately 21.0 % of NewCo on a fully-diluted basis, and (b) $ 85.0 million, pre-Mergers OnKure stockholders are expected to own approximately 51.5 % of NewCo on a fully-diluted basis, pre-Mergers Reneo stockholders are expected to own approximately 22.7 % of NewCo on a fully-diluted basis, and the PIPE Investors are expected to own approximately 25.8 % of NewCo on a fully-diluted basis.

The exchange ratios, and related pro forma ownership, will be adjusted (i) to account for the effect of the proposed Reverse Stock Split and (ii) to the extent that Reneo’s net cash as of the close of business on the business day immediately preceding the closing date of the Mergers is less than $ 59.0 million or greater than $ 61.0 million (resulting in pre-Mergers Reneo stockholders owning less or more of NewCo, respectively).

The expected relative ownership percentages of pre-Mergers OnKure stockholders and pre-Mergers Reneo stockholders of NewCo are calculated using the treasury stock method, as described in the Merger Agreement.

The Mergers, which have been approved by the Company’s Board of Directors and the board of directors of OnKure, are expected to close in the second half of 2024, subject to the satisfaction or waiver of certain closing conditions, including the approval of the Company’s stockholders.

Certain stockholders of Reneo holding approximately 28.2 % of the outstanding shares of its common stock entered into support agreements with Reneo and OnKure to vote all of their shares of the Company’s common stock in favor of the Mergers, subject to the terms of the support agreements.

Although the Company has entered into the Merger Agreement and intends to consummate the proposed Mergers, there is no assurance that the Company will be able to successfully consummate the proposed Mergers on a timely basis, or at all.

If, for any reason, the proposed Mergers are not completed, the Company will reconsider its strategic alternatives and could pursue another strategic transaction similar to the proposed Mergers, potential collaborative, partnering or other strategic arrangements for the Company’s assets, including a license, sale or divestiture of its assets, or liquidate and distribute available cash.

From its inception in 2014, the Company has incurred significant losses and negative cash flows from operations and expects to continue to incur net losses into the foreseeable future and may never become profitable.

As of March 31, 2024, the Company had cash, cash equivalents and short-term investments of $ 82.8 million to fund future operations.

Since inception through March 31, 2024, the Company has funded its operations primarily through the issuance and sale of equity securities.

Management has prepared cash flow forecasts which indicate that, based on the Company’s current cash resources available and working capital, the Company will have sufficient resources to fund its operations for at least one year after the date the consolidated financial statements are issued.

Future capital requirements will depend on many factors, including the timing and extent of spending on its operations and there can be no assurance that the Company will be successful in obtaining additional funding, that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years.

If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, and liquidate assets where possible.

Any of these actions could negatively impact the Company’s business, results of operations, and future prospects .

As of June 30, 2024, the Company had cash, cash equivalents and short-term investments of $ 76.7 million , which the Company believes will be sufficient to fund the Company’s current operating plan for at least the next 12 months from the date of issuance of these unaudited condensed financial statements.

Summary of Significant Accounting Policies

5 unchanged sentences

Interim results are not necessarily indicative of results that may be expected for any other interim period or for an entire year.

The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.

The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

All intercompany balances and transactions have been eliminated in consolidation.

Summary of Significant Accounting Policies

The significant accounting policies used in the preparation of these consolidated financial statements for the three months ended March 31, 2024 are consistent with those discussed in Note 2 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

The significant accounting policies used in the preparation of these consolidated financial statements for the six months ended June 30, 2024 are consistent with those discussed in Note 2 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

New Accounting Pronouncements

3 unchanged sentences

Diluted net loss per share assumes the conversion, exercise or issuance of all potential common stock equivalents, unless the effect of inclusion would be anti-dilutive.

For purposes of this calculation, common stock shares to be issued upon exercise of all outstanding stock options and vesting of restricted stock units were excluded from the diluted net loss per share calculation for the three months ended March 31, 2024 and 2023 because such shares are anti-dilutive.

For purposes of this calculation, common stock shares to be issued upon exercise of all outstanding stock options and vesting of restricted stock units were excluded from the diluted net loss per share calculation for the three and six months ended June 30, 2024 and 2023 because such shares are anti-dilutive.

Historical outstanding anti-dilutive securities not included in the diluted net loss per share calculation include the following:

As of March 31,

As of June 30,

Common stock options outstanding

19 unchanged sentences

The Performance Award is required to be measured at fair value on a recurring basis each reporting period, with changes in the fair value recognized in general and administrative expense in the consolidated statements of operations and comprehensive loss over the derived service period of the award.

No assets or liabilities were transferred into or out of their classifications during the three months ended March 31, 2024.

The recurring fair value measurement of the Company’s assets and liabilities measured at fair value at March 31, 2024 consisted of the following (in thousands):

No assets or liabilities were transferred into or out of their classifications during the six months ended June 30, 2024.

The recurring fair value measurement of the Company’s assets and liabilities measured at fair value at June 30, 2024 consisted of the following (in thousands):

Quoted Prices in

22 unchanged sentences

Change in fair value

Balance as of March 31, 2024

Balance as of June 30, 2024

Marketable Debt Securities

The Company’s investments in debt securities are carried at fair value and classified as current assets available-for-sale and represent the investment of funds available for current operations.

Accretion of bond

discount and interest income on marketable securities is included in other income as a separate component of other income (expense) on the statement of operations and comprehensive loss.

Accretion of bond discount and interest income on marketable securities is included in other income as a separate component of other income (expense) on the statement of operations and comprehensive loss.

Unrealized gains and losses on available-for-sale debt securities are included in other comprehensive income or loss, and charged to income or expense in the period when realized.

The following tables summarize the gross unrealized gains and losses of the Company’s available-for-sale securities (in thousands) :

As of March 31, 2024

As of June 30, 2024

Available-for-sale securities:

3 unchanged sentences

treasury securities

As of March 31, 2024, the Company considered the unrealized losses in its investment portfolio to be temporary in nature and not due to credit losses.

As of June 30, 2024 , the Company considered the unrealized losses in its investment portfolio to be temporary in nature and not due to credit losses.

The Company has the intent and ability to hold such investments until their recovery at fair value.

The Company did no t have any realized gains or losses in its available for sale securities during the three months ended March 31, 2024 and 2023.

The Company did no t have any realized gains or losses in its available for sale securities during the three and six months ended June 30, 2024 and 2023 .

Accrued Expenses

Accrued expenses consisted of the following (in thousands):

As of March 31, 2024

As of June 30, 2024

As of December 31, 2023

4 unchanged sentences

Total accrued expenses

*Accrued compensation includes severance costs.

The Company’s headquarters are located in Irvine, California, where it leases office space under a lease agreement that expires in November 2026.

The Company leases additional office space located in Sandwich, United Kingdom under a lease agreement that expires in October 2027, with an option to early terminate in October 2025 with no termination fee.

In January 2024, the Company exercised its early termination option .

In January 2024, the Company exercised its early termination option and made the final termination lease payment of $ 0.2 million in July 2024 .

Other information related to the Company ’s operating leases as of the balance sheet dates presented are as follows:

As of March 31,

As of June 30,

Weighted incremental borrowing rate

3 unchanged sentences

Maturities of lease liabilities by fiscal year for the Company ’s operating leases are as follows (in thousands):

As of March 31, 2024

2024 (remaining nine months)

As of June 30, 2024

2024 (remaining six months)

Total lease payments

9 unchanged sentences

The shares purchased by the employees pursuant to the early exercise of stock options are not deemed, for accounting purposes, to be outstanding until those shares vest.

As of March 31, 2024 , there were no unvested shares of common stock outstanding that were issued pursuant to the early exercise of stock options.

As of June 30, 2024 , there were no unvested shares of common stock outstanding that were issued pursuant to the early exercise of stock options.

Shares Reserved for Future Issuance

As of March 31, 2024, the Company had reserved shares of its common stock for future issuance as follows:

As of June 30, 2024, the Company had reserved shares of its common stock for future issuance as follows:

Common stock options outstanding

4 unchanged sentences

Stock Options

A summary of the Company’s stock option activity and related information for the three months ended March 31, 2024 is as follows:

A summary of the Company’s stock option activity and related information for the six months ended June 30, 2024 is as follows:

Contractual Term (in years)

2 unchanged sentences

Forfeited/Expired

Outstanding at March 31, 2024

Vested at March 31, 2024

Exercisable at March 31, 2024

Options exercisable at March 31, 2024 include vested options and options eligible for early exercise.

All outstanding options as of March 31, 2024 are expected to vest.

Unrecognized stock-based compensation expense as of March 31, 2024 was $ 4.4 million, which is expected to be recognized over a weighted-average vesting term of 1.8 years.

Outstanding at June 30, 2024

Vested at June 30, 2024

Exercisable at June 30, 2024

Options exercisable at June 30, 2024 include vested options and options eligible for early exercise.

All outstanding options as of June 30, 2024 are expected to vest.

Unrecognized stock-based compensation expense as of June 30, 2024 was $ 4.4 million, which is expected to be recognized over a weighted-average vesting term of 1.8 years.

The Company estimates stock awards fair value on the date of grant using the Black-Scholes valuation, with the vesting being subject to service requirements.

The Company accounts for forfeitures when they occur.

The Company did no t grant any stock options during the three months ended March 31, 2024.

The fair value of the options granted during the three months ended March 31, 2023 were estimated at the date of grant with the following assumptions:

risk-free interest rate of 3.9 %, expected volatility of 85.1 %, expected life of 6.1 years, and expected dividend yield of 0 %.

Risk-free interest rate.

The Company bases the risk-free interest rate assumption on the U.S.

Treasury’s rates for U.S.

Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued.

Expected volatility.

The expected volatility assumption was based on the volatilities of a peer group of similar companies whose share prices are publicly available and the Company’s own stock.

The peer group was developed based on companies in the biotechnology industry.

Expected term.

The expected term represents the period of time that options are expected to be outstanding.

Because the Company does not have historical exercise behavior, it determines the expected life assumption using the simplified method, which is an average of the contractual term of the option and its vesting period.

Expected dividend yield.

The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends.

The Company did no t grant any stock options during the six months ended June 30, 2024.

Restricted Stock Units (RSUs)

RSUs consist of time-based units (TSUs), performance-based units (PSUs) and market-based units (MSUs).

The following table summarizes RSU activities during the three months ended March 31, 2024:

The following table summarizes RSU activities during the six months ended June 30, 2024:

Weighted-Average

Unvested at December 31, 2023

Unvested at March 31, 2024

Unvested at June 30, 2024

Time-Based Units

1 unchanged sentence

The fair value of the awards was based on the value of the Company’s common stock at the grant date of the award and expense is recognized on a straight-line basis.

The Company had 57,000 unvested shares underlying TSUs as of March 31, 2024.

The stock-based compensation expense related to such TSUs for the three months ended March 31, 2024 was immaterial.

Unrecognized stock-based compensation expense as of March 31, 2024 was $ 0.3 million, which is expected to be recognized over a weighted-average vesting term of 3.4 years.

The Company had 57,000 unvested shares underlying TSUs as of June 30, 2024.

The stock-based compensation expense related to such TSUs for the three and six months ended June 30, 2024 was immaterial.

No stock-based compensation expense related to such TSUs was recognized for the three and six months ended June 30, 2023.

Unrecognized stock-based compensation expense as of June 30, 2024 was $ 0.3 million, which is expected to be recognized over a weighted-average vesting term of 3.1 years.

Performance-Based Units

2 unchanged sentences

Stock-based compensation expense is adjusted in future periods for subsequent changes in the expected outcome of the performance conditions.

The Company had 134,500 unvested shares underlying PSUs as of March 31, 2024.

The Company concluded that achievement of the performance conditions was not probable as of March 31, 2024 and 2023, and therefore no stock-based compensation expense was recognized for the three months ended March 31, 2024 and 2023 in connection with the PSUs.

As of March 31, 2024, there was $ 1.1 million of unrecognized stock-based compensation expense related to PSUs that were deemed not probable of vesting.

The Company had 134,500 unvested shares underlying PSUs as of June 30, 2024.

The Company concluded that achievement of the performance conditions was not probable as of June 30, 2024 and 2023, and therefore no stock-based compensation expense was recognized for the three and six months ended June 30, 2024 and 2023 in connection with the PSUs.

As of June 30, 2024, there was $ 1.1 million of unrecognized stock-based compensation expense related to PSUs that were deemed not probable of vesting.

Market-Based Units

3 unchanged sentences

Stock-based compensation expense is recognized over the derived service period of approximately 3 years.

The Company had 120,000 unvested shares underlying MSUs as of March 31, 2024.

Stock-based compensation expense related to the MSUs during the three months ended March 31, 2024 and 2023 was immaterial.

As of March 31, 2024, unrecognized stock-based compensation expense related to the MSUs was immaterial.

The Company had 120,000 unvested shares underlying MSUs as of June 30, 2024.

Stock-based compensation expense related to the MSUs during the three and six months ended June 30, 2024 and 2023 was immaterial.

As of June 30, 2024, unrecognized stock-based compensation expense related to the MSUs was immaterial.

Performance Award

In connection with the CEO’s employment agreement, he is entitled to receive a Performance Award in the amount of $ 7.5 million, payable in cash, common stock or a combination of cash and common stock, at the election of the Company, in the event that (i) the Company’s market value exceeds $ 750.0 million utilizing the volume-weighted average of the closing sale price of its common stock on the Nasdaq Stock Market or other principal exchange for each of the 30 trading days immediately prior to the measurement date, or (ii) the fair market value of the net proceeds available for distribution to the Company’s stockholders in connection with a change in control as defined in the Company’s severance benefit plan, as determined in good faith by its Board of

Directors, exceeds $ 750.0 million.

The Company has determined that the Performance Award is subject to ASC 718, Compensation – Stock Compensation and includes both market and performance conditions.

1 unchanged sentence

The Company estimated the fair value of the Performance Award at each reporting period using the Monte Carlo simulation (Note 4), which is recognized as stock-based compensation expense over the derived service period.

For the three months ended March 31, 2024, stock-based compensation expense was immaterial.

For the three months ended March 31, 2023 , the Company recognized approximately $ 0.3 million in stock-based compensation expense as a direct result of the increased value of the Performance Award primarily caused by the increase in the Company’s common stock price.

For the three and six months ended June 30, 2024, stock-based compensation expense was immaterial.

For the three and six months ended June 30, 2023 , the Company recognized approximately $ 0.6 million and $ 0.8 million, respectively, in stock-based compensation expense as a direct result of the increased value of the Performance Award primarily caused by the increase in the Company’s common stock price.

2021 Employee Stock Purchase Plan

In March 2021, the Company’s Board of Directors adopted the Company’s 2021 Employee Stock Purchase Plan (ESPP), which became effective immediately prior to the execution of the underwriting agreement in connection with the Company’s IPO.

As of March 31, 2024 , 288,466 shares have been issued under the ESPP.

As of June 30, 2024 , 288,466 shares have been issued under the ESPP.

In September 2021, the compensation committee of the Company’s Board of Directors (Compensation Committee) adopted the Company’s 2021 UK Sharesave Sub-plan (SAYE).

2 unchanged sentences

No shares were issued under the SAYE prior to its termination.

The stock-based compensation expense related to the ESPP and the SAYE for the three months ended March 31, 2024 and 2023, was immaterial.

The Company did no t recognize stock-based compensation expense related to the ESPP and the SAYE f or the three and six months ended June 30, 2024.

The stock-based compensation expense related to the ESPP and the SAYE for the three and six months ended June 30, 2023, was immaterial.

Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense, including expense associated with options, TSUs, MSUs and award modifications for unvested options, reflected in the consolidated statements of operations and comprehensive loss (in thousands):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Research and development

3 unchanged sentences

Since the Company has suspended all development activity related to mavodelpar, it is not currently performing any development efforts under the vTv License Agreement.

To date, the Company has paid a $ 3.0 million upfront payment, $ 2.0 million in milestone payments and issued an aggregate of 576,443 shares of its common stock to vTv Therapeutics.

Under the terms of the vTv License Agreement, the Company has paid vTv Therapeutics an initial upfront license fee of $ 3.0 million and $ 2.0 million of milestone payments and issued an aggregate of 576,443 shares of its common stock to vTv Therapeutics.

On October 30, 2023, the Company repurchased from vTv Therapeutics all 576,443 shares of its common stock previously issued to vTv Therapeutics under the vTv License Agreement for an aggregate purchase price of approximately $ 4.4 million in a private, non-underwritten transaction.

1 unchanged sentence

The Company is also required to pay vTv Therapeutics up to $ 30.0 million in total sales-based milestones upon achievement of certain sales thresholds of the licensed product.

As of March 31, 2024 , the Company has paid an aggregate of $ 2.0 million in development and regulatory milestone payments.

In addition, the Company is obligated to make royalty payments to vTv Therapeutics at mid-single digit to low teen percentage royalty rates, based on tiers of annual net sales of licensed products, subject to certain customary reductions.

There were no milestone payments achieved or recorded for the three months ended March 31, 2024 and 2023 .

As of June 30, 2024 , the Company has paid an aggregate of $ 2.0 million in development and regulatory milestone payments.

In addition, the Company is obligated to make tiered royalty payments to vTv Therapeutics at mid-single digit to low teen percentage royalty rates, based on tiers of annual net sales of licensed products, subject to certain customary reductions.

There were no milestone payments achieved or recorded for the three and six months ended June 30, 2024 and 2023.

Although the Company has suspended development activities related to mavodelpar, it will continue to maintain and prosecute mavodelpar intellectual property.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements