What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-12 · 74 added, 57 removed, 410 unchanged (24% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

September 30,

Current assets:

7 unchanged sentences

Accounts payable

Accrued expenses

Accrued expenses and other current liabilities

Operating lease liabilities, current portion

7 unchanged sentences

200,000,000 shares authorized;

12,843,434 and 12,660,590 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

12,861,672 and 12,660,590 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Common stock, Class B, $ 0.0001 par value;

10,000,000 shares authorized;

686,527 shares issued and outstanding at both June 30, 2025 and December 31, 2024

686,527 shares issued and outstanding at both September 30, 2025 and December 31, 2024

Additional paid-in capital

6 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands, except share and per share amounts)

7 unchanged sentences

Interest and other expense

Total other income and (expense)

Total other income (expense)

Net loss and comprehensive loss

41 unchanged sentences

Balance, June 30, 2025

Vesting of restricted stock units

Share-based compensation

Balance, September 30, 2025

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

2 unchanged sentences

(in thousands)

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

5 unchanged sentences

Amortization of right-of-use asset - operating

Loss on disposal of property and equipment

Amortization of debt issuance costs

21 unchanged sentences

Interest paid

Supplemental disclosure of noncash investing activities:

Purchases of property and equipment in accounts payable

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

27 unchanged sentences

The Board and the management of the Company are carefully monitoring these developments and the resulting economic impact on the Company’s financial condition and results of operations.

The Company had recurring losses from operations, an accumulated deficit of $ 186.0 million and cash and cash equivalents of $ 83.4 million as of June 30, 2025.

The Company had recurring losses from operations, an accumulated deficit of $ 200.7 million and cash and cash equivalents of $ 70.3 million as of September 30, 2025.

The Company’s ability to fund its ongoing operations is

25 unchanged sentences

As a result of the adoption of ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, the Company has presented the three and six months ended June 30, 2024 amounts consistent with the corresponding 2025 period presentation.

Improvements to Reportable Segment Disclosures, the Company has presented the three and nine months ended September 30, 2024 amounts consistent with the corresponding 2025 period presentation.

Use of Estimates

33 unchanged sentences

The Company accounts for all stock-based awards granted to employees and directors at their fair value and recognizes compensation expense over the award’s vesting period.

Determining the amount of stock-based compensation to be recorded requires the Company to develop estimates of fair values of

stock options as of the grant date.

Determining the amount of stock-based compensation to be recorded requires the Company to develop estimates of fair values of stock options as of the grant date.

The Company calculates the grant date fair values of stock options using the Black-Scholes valuation model, which requires the input of subjective assumptions, including but not limited to expected stock price volatility over the term of the awards and the expected term of stock options.

7 unchanged sentences

The Company’s cash and cash equivalents consist of money held in demand depository accounts and money market funds.

The carrying amount of cash and cash equivalents was $ 83.4 million and $ 110.8 million as of June 30, 2025 and December 31, 2024, respectively, which approximates fair value and was determined based upon Level 1 inputs.

The carrying amount of cash and cash equivalents was $ 70.3 million and $ 110.8 million as of September 30, 2025 and December 31, 2024, respectively, which approximates fair value and was determined based upon Level 1 inputs.

The money market account is valued using quoted market prices with no valuation adjustments applied and is categorized as Level 1 .

21 unchanged sentences

Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires enhanced income tax disclosures, including specific categories and disaggregation of information in the effective tax rate reconciliation, disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations.

The requirements of the ASU are effective for annual periods

beginning after December 15, 2024, with early adoption permitted.

The requirements of the ASU are effective for annual periods beginning after December 15, 2024, with early adoption permitted.

This ASU may be applied either prospectively or retrospectively.

17 unchanged sentences

Legacy OnKure was determined to be the accounting acquirer based on the terms of the Merger Agreement and other factors, such as relative voting rights and the composition of the Company’s board of directors and senior management.

As a result, Legacy OnKure’s historical financial statements became the historical consolidated financial statements of the Combined Company for accounting purposes together with a deemed issuance of shares, equivalent to the shares held by the former stockholders Reneo, the legal acquirer, and a recapitalization of the equity of Legacy OnKure, the accounting acquirer.

equity of Legacy OnKure, the accounting acquirer.

The final transaction amounts have been recorded as a reduction of proceeds in stockholders’ equity.

17 unchanged sentences

The Company does not have intra-entity sales or transfers.

The Company’s CODM is the senior executive committee that is comprised of the Chief Financial Officer and the Chief Executive Officer .

The Company’s CODM is the senior executive committee that is comprised of the Chief Executive Officer and the Chief Financial Officer .

Clinical Research Segment

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

13 unchanged sentences

In January 2025, the Company entered into a sublease on the Irvine lease for all of the leased square footage, which expires in November 2026.

Payments under the sublease for the three and six months ended June 30, 2025 were $ 59 thousand and $ 113 thousand and were netted against operating lease costs in the Statement of Operations.

Payments under the sublease for the three and nine months ended September 30, 2025 were $ 59 thousand and $ 172 thousand and were netted against operating lease costs in the Statement of Operations.

Right-of-use assets and lease liabilities for operating leases as included in the Company’s financial statements are as follows (in thousands):

September 30,

December 31, 2024

4 unchanged sentences

Lease expense for operating leases, net of sublease receipts, as included in the Company’s financial statements are as follows (in thousands):

Ended June 30,

Three Months Ended

September 30,

Nine Months Ended

September 30,

Operating lease cost

1 unchanged sentence

Lease term, discount rates, and additional information for operating leases are as follows (in thousands):

As of June 30,

As of September 30,

Weighted-average remaining lease term - operating leases (years)

3 unchanged sentences

Operating cash flows for operating leases

The aggregate maturities of the Company’s operating lease liabilities were as follows as of June 30, 2025 (in thousands):

The aggregate maturities of the Company’s operating lease liabilities were as follows as of September 30, 2025 (in thousands):

Remaining in 2025

6 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 if-converted method for the convertible Series C Preferred Stock, exercise of all outstanding stock options and restricted stock units were excluded from the diluted net loss per share calculation for the six months ended June 30, 2024 because such shares are anti-dilutive.

Common stock shares to be issued upon exercise of all outstanding stock options and restricted stock units were excluded from the diluted net loss per share calculation for the six months ended June 30, 2025 because such shares are anti-dilutive.

For purposes of this calculation, common stock shares to be issued upon if-converted method for the convertible Series C Preferred Stock, exercise of all outstanding stock options and restricted stock units were excluded from the diluted net loss per share calculation for the nine months ended September 30, 2024 because such shares are anti-dilutive.

Common stock shares to be issued upon exercise of all outstanding stock options and restricted stock units were excluded from the diluted net loss per share calculation for the nine months ended September 30, 2025 because such shares are anti-dilutive.

Anti-dilutive securities outstanding during the period not included in the diluted net loss per share calculation include the following :

September 30,

Outstanding common stock options

14 unchanged sentences

The fair value of the Company’s investments in certain money market funds is their face value and such instruments are classified as Level 1 and are included in cash and cash equivalents on the consolidated balance sheets.

No assets or liabilities were transferred into or out of their classifications during the six months ended June 30, 2025 and 2024.

As part of the Merger, the Company acquired, and disposed of shortly thereafter, certain short-term investments in debt securities that were carried at fair value and classified as current assets available-for-sale and

represented the investment of funds available for current operations.

The Company had no available-for-sale securities as of June 30, 2025 or December 31, 2024.

No assets or liabilities were transferred into or out of their classifications during the nine months ended September 30, 2025 and 2024.

The Company had no available-for-sale securities as of September 30, 2025 or December 31, 2024.

Property and Equipment, Net

Property and equipment, net, consisted of the following (in thousands):

September 30,

December 31, 2024

6 unchanged sentences

Property and equipment, net

Depreciation and amortization expense for the three and six months ended June 30, 2025 was $ 117,000 and $ 235,000 , respectively.

Depreciation and amortization expense for the three and six months ended June 30, 2024 was $ 115,000 and $ 226,000 , respectively.

Accrued Expenses

Accrued expenses consisted of the following (in thousands):

Depreciation and amortization expense for the three and nine months ended September 30, 2025 was $ 108,000 and $ 343,000 , respectively.

Depreciation and amortization expense for the three and nine months ended September 30, 2024 was $ 114,000 and $ 343,000 , respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

September 30,

December 31, 2024

Accrued compensation

Accrued compensation and ESPP contributions

Accrued contract manufacturing costs

1 unchanged sentence

Accrued other

Total accrued expenses

Total accrued expenses and other current liabilities

Accrued compensation includes severance costs.

9 unchanged sentences

Options outstanding - December 31, 2024

Options outstanding - June 30, 2025

Options exercisable - June 30, 2025

All outstanding options as of June 30, 2025 are expected to vest.

The aggregate intrinsic value is calculated as the difference between the exercise price and the estimated fair value of the Company’s common stock as of June 30, 2025.

Options outstanding - September 30, 2025

Options exercisable - September 30, 2025

All outstanding options as of September 30, 2025 are expected to vest.

The aggregate intrinsic value is calculated as the difference between the exercise price and the estimated fair value of the Company’s common stock as of September 30, 2025.

The Company granted 8,449 performance-based shares, which are included in the table above, during the year ended December 31, 2023.

There was no performance-based compensation expense for the six months ended June 30, 2025 .

The Company recognized $ 9,000 and $ 30,000 in performance-based compensation expense for the three and six months ended June 30, 2024.

There was no performance-based compensation expense for the nine months ended September 30, 2025 .

The Company recognized $ 0 and $ 30,000 in performance-based compensation expense for the three and nine months ended September 30, 2024.

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.

2 unchanged sentences

RSUs vest based on a service requirement and a liquidity event plus service requirement.

The following table summarizes RSU activities during the six months ended June 30, 2025:

The following table summarizes RSU activities during the nine months ended September 30, 2025:

Unvested balance as of December 31, 2024

Vested and released

RSUs outstanding - June 30, 2025

Unvested balance as of June 30, 2025

RSUs outstanding - September 30, 2025

Unvested balance as of September 30, 2025

During the three months ended March 31, 2025, 4,481 shares were used to settle grantee's tax withholding obligations for vesting of restricted stock units.

4 unchanged sentences

In October 2024, the Board adopted the 2024 Employee Stock Purchase Plan (the “2024 ESPP”), which became effective immediately upon completion of the Merger.

As of June 30, 2025, no shares have been issued under the 2024 ESPP.

The Company recorded $ 55,000 of share-based compensation expense during the three and six months ended June 30, 2025 related to the 2024 ESPP, which is reflected in the Share-Based Compensation Expense table below.

As of September 30, 2025, no shares have been issued under the 2024 ESPP.

The Company recorded $ 62,000 and $ 117,000 of share-based compensation expense during the three and nine months ended September 30, 2025 related to the 2024 ESPP, which is reflected in the Share-Based Compensation Expense table below.

Share-Based Compensation Expense

The following table shows the allocation of share-based compensation expense related to the Company’s share-based awards (in thousands) :

Ended June 30,

Three Months Ended

September 30,

Nine Months Ended

September 30,

Research and development

General and administrative

There were no modifications during the six months ended June 30, 2025.

The Company recorded accelerated share-based compensation expenses related to modifications of RSUs under certain separation agreements of $ 1.7 million during the three and six months ended June 30, 2024, which is reflected in the above table.

There were no modifications during the nine months ended September 30, 2025.

The Company recorded accelerated share-based compensation expenses related to modifications of RSUs under certain separation agreements of $ 40 thousand and $ 1.7 million during the three and nine months ended September 30, 2024, respectively, which is reflected in the above table.

See Note 12 for further discussion on severance.

5 unchanged sentences

The Company is evaluating the full effects of the legislation on its estimated annual effective tax rate, but it expects that the legislation will likely not have a material impact on the consolidated financial statements given its full valuation allowance against its net deferred tax assets.

As the legislation was signed into law in the third quarter, the impacts are not included in the operating results for the six months ended June 30, 2025.

Commitments and Contingencies

6 unchanged sentences

654642/2024 (filed September 6, 2024) (together, the “Complaints”).

The Complaints generally allege that the Proxy Statement/Prospectus filed by Reneo with the SEC misrepresented and/or omitted certain purportedly material information relating to Reneo management’s financial projections for Reneo and OnKure, the data and inputs underlying the financial valuation analyses that support the fairness opinion provided by Leerink Partners, Reneo’s financial advisor, and potential conflicts of interest with Leerink Partners LLC, Evercore Group L.L.C., and LifeSci Capital LLC, which were the placements agents for the Concurrent Financing that closed concurrently with the Merger.

placements agents for the Concurrent Financing that closed concurrently with the Merger.

The Complaints assert violations of negligent misrepresentation and concealment in violation of New York common law and negligence in violation of New York common law.

8 unchanged sentences

In addition, the Company has entered into indemnification agreements with its officers and members of its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors.

The maximum potential amount of future payments the

Company could be required to make under these indemnification agreements is, in many cases, unlimited.

The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited.

To date, the Company has not incurred any material costs because of such indemnifications.

The Company is not aware of any claims under indemnification arrangements, and it has not accrued any liabilities related to such obligations in its financial statements as of June 30, 2025.

The Company is not aware of any claims under indemnification arrangements, and it has not accrued any liabilities related to such obligations in its financial statements as of September 30, 2025.

A former officer of the Company terminated his employment with the Company on May 24, 2024 and entered into a separation agreement and release on that date.

The separation agreement and release provides for payments and benefits including continuing payments of base salary for a period of 14 months following termination of employment, payment for or reimbursement for COBRA premiums for up to 14 months following termination of employment, a full accelerated vesting of his equity awards and extension of the post-termination exercise period applicable to his Options through the earlier of 12 months following termination of service or the applicable option expiration date.

As of June 30, 2025 and December 31, 2024, $ 43,000 and $ 326,000 , respectively, remained unpaid and was included in accrued compensation.

As of September 30, 2025 and December 31, 2024, $ 0 and $ 326,000 , respectively, remained unpaid and was included in accrued compensation.

The related RSU shares were released in January 2025.

No expense was recorded for these severance benefits for the three or six months ended June 30, 2025.

No expense was recorded for these severance benefits for the three or nine months ended September 30, 2025.

During the three months ended June 30, 2024, the Company recorded an expense of $ 622,000 for these severance benefits in research and development expense.

1 unchanged sentence

Certain Reneo employees became employees of the Company to assist with the Merger transition through December 31, 2024 at which time they were terminated and received severance benefits in accordance with the Reneo severance agreements.

As of June 30, 2025 , the December 31, 2024 balance of $ 154,000 was fully paid.

No expense was recorded for these severance benefits for the three or six months ended June 30, 2025 or 2024.

As of September 30, 2025 , the December 31, 2024 balance of $ 154,000 was fully paid.

No expense was recorded for these severance benefits for the three or nine months ended September 30, 2025 or 2024.

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