Item 5. Other Information
Item 5. Other Information
Trading Arrangements
During the three months ended June 30, 2024, certain of our directors and/or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of our securities set forth in the table below.
Type of Trading Arrangement
Name and Position
Action
Adoption/ Termination
Date
Rule 10b5-1*
Non-
Rule 10b5-1**
Total Shares of Common Stock to be Sold
Expiration Date
Jennifer P. Lam
Termination
May 29, 2024
X
39,600
September 25, 2025
Ashley F. Hall, J.D.
Termination
June 3, 2024
X
71,562
September 17, 2025
Alejandro Dorenbaum, M.D.
Termination
June 8, 2024
X
121,927
September 18, 2025
* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.
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Item 6. Exhibits
EXHIBIT INDEX
Exhibit
No.
Description
2.1*
Agreement and Plan of Merger, dated May 10, 2024, by and among the Registrant, Radiate Merger Sub I, Inc., Radiate Merger Sub II, LLC and OnKure, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 13, 2024).
3.1
Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 13, 2021).
3.2
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 13, 2021).
4.1
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-254534), filed with the SEC on April 5, 2021).
4.2
Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated December 9, 2020 (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-254534), filed with the SEC on March 19, 2021).
10.1*
Subscription Agreement, dated May 10, 2024 (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 13, 2024).
10.2+
Consulting Agreement, dated May 10, 2024, by and between the Registrant and Gregory J. Flesher.
10.3+
Consulting Agreement, dated May 10, 2024, by and between the Registrant and Alejandro Dorenbaum, M.D.
10.4+
Consulting Agreement, dated May 10, 2024, by and between the Registrant and Michael P. Cruse.
10.5+
Consulting Agreement, dated May 10, 2024, by and between the Registrant and Ashley F. Hall, J.D.
10.6*
Form of Reneo Support Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 13, 2024).
10.7
Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 13, 2024).
31.1
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
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* Certain exhibits and/or schedules (and similar attachments) have been omitted pursuant to the provisions of Regulation S-K, Item 601(a)(5). The Registrant hereby undertakes to furnish supplementally to the SEC upon request by the SEC copies of any of the omitted exhibits and schedules (or similar attachments).
** The certification attached as Exhibit 32.1 accompanies this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
+ Indicates management contract or compensatory plan.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 13, 2024
RENEO PHARMACEUTICALS, INC.
By:
/s/ Gregory J. Flesher
Name:
Gregory J. Flesher
Title:
President and Chief Executive Officer
(Principal Executive Officer)
By:
/s/ Jennifer P. Lam
Name:
Jennifer P. Lam
Title:
Senior Vice President, Finance and Administration
(Principal Financial and Accounting Officer)
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