What changed in this filing

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Item 1. Financial Statements

2026-05-05 compared with 2025-11-06 · 127 added, 176 removed, 308 unchanged (50% of the section changed)

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(in thousands, except share and per share data)

September 30,

Current assets:

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Total current liabilities

Long-term operating lease liabilities

Other long-term liabilities

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200,000,000 shares authorized;

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

40,395,480 and 13,673,565 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Common stock, Class B, $ 0.0001 par value;

10,000,000 shares authorized;

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

no shares issued and outstanding at March 31, 2026 and December 31, 2025

Additional paid-in capital

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share data)

Three Months Ended

Nine Months Ended

September 30,

(in thousands, except share and per share amounts)

Operating expenses:

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Interest income

Interest and other expense

Total other income (expense)

Total other income

Net loss and comprehensive loss

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ONKURE THERAPEUTICS, INC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, except share information)

Convertible Preferred Stock

Class A Common Stock

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Stockholders'

Equity (Deficit)

Balance, December 31, 2024

Issuance of Class A Common Stock for

cash upon the exercise of stock options

Share-based compensation expense

Balance, March 31, 2024

Issuance of Class A Common Stock for

cash upon the exercise of stock options

Share-based compensation

Balance, June 30, 2024

Issuance of Class A Common Stock for

cash upon the exercise of stock options

Share-based compensation

Balance, September 30, 2024

Conversion of Convertible Preferred Stock for Class A and B Common Stock in connection with the Merger

Issuance of Class A Common Stock in the Concurrent Financing, less issuance costs

Issuance of common stock to former stockholders of Reneo Pharmaceuticals, Inc.

in the reverse recapitalization

Reverse recapitalization transaction costs of OnKure

Issuance of Class A Common Stock for the conversion of Convertible Promissory Notes

Issuance of Class A common stock for the settlement of restricted stock units

Adjustment for fractional shares in the reverse recapitalization

Share-based compensation

Balance, December 31, 2024

Vesting of restricted stock units, net

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Balance, September 30, 2025

Conversion of Class B Common Stock to Class A Common Stock

Issuance of Class A Common Stock under the Employee Stock Purchase Plan

Vesting of restricted stock units

Share-based compensation

Balance, December 31, 2025

Issuance of Class A Common Stock and pre-funded warrants in connection with 2026 Private Placement, less issuance costs

Vesting of restricted stock units

Share-based compensation

Balance, March 31, 2026

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

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(in thousands)

Nine Months Ended

September 30,

(in thousands)

Three Months Ended

Cash flows from operating activities:

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Amortization of right-of-use asset - operating

Loss on disposal of property and equipment

Amortization of debt issuance costs

Change in operating assets and liabilities:

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Cash flows from financing activities:

Proceeds from the issuance of Class A Common Stock and pre-funded warrants in connection with 2026 Private Placement

Payment of issuance costs associated with the Concurrent Financing

Payment of reverse recapitalization transaction costs

Proceeds from issuance of convertible notes payable

Payment of issuance costs associated with the issuance of convertible

notes payable

Proceeds from the issuance of common stock in connection with equity plans

Net cash (used in) provided by financing activities

Net decrease in cash and cash equivalents

Net cash provided by (used in) financing activities

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Supplemental cash flow information:

Interest paid

Supplemental disclosure of noncash investing activities:

Purchases of property and equipment in accounts payable

Supplemental disclosure of noncash financing activities:

2026 Private Placement proceeds in other current assets

2026 Private Placement issuance costs included in accounts payable

2026 Private Placement issuance costs included in accrued liabilities

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

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OnKure Therapeutics, Inc.

(“OnKure” or the “Company”) is a clinical-stage biopharmaceutical company focused on the discovery and development of precision medicines that target biologically validated drivers of cancers that are underserved by available therapies.

Using a structure- and computational chemistry-driven drug design platform, OnKure is committed to improving clinical outcomes for patients by building a pipeline of small molecule drugs designed to selectively target specific mutations thought to be key drivers of cancer.

(“OnKure” or the “Company”) is a clinical-stage biopharmaceutical company focused on the discovery and development of precision medicines that target biologically validated drivers of vascular anomalies and cancers that are underserved by available therapies.

The Company was formed in 2014 as Reneo Pharmaceuticals, Inc.

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This transaction is referred to as the “Merger.” Following the Merger, Reneo changed its name to OnKure Therapeutics, Inc.

Legacy OnKure remains as a wholly-owned subsidiary of the Company, and, together with the Company, is referred to as the “Combined Company” below.

Legacy OnKure was subsequently merged into the Company .

The Merger was effected pursuant to an Agreement and Plan of Merger, dated as of May 10, 2024 (the “Merger Agreement”), by and among Reneo, Radiate Merger Sub I, Inc., a Delaware corporation Radiate Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II”), and Legacy OnKure.

In connection with the Merger Agreement, certain parties entered into a subscription agreement with the Company to purchase shares of Reneo’s common stock for an aggregate purchase price of $ 65.0 million contingent upon the concurrent consummation of the Merger (the “Concurrent Financing”).

On October 4, 2024 (the “Closing Date”), the Merger and the Concurrent Financing closed.

On October 4, 2024 (the “Merger Closing Date”), the Merger and the Concurrent Financing closed.

The Merger was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

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Accordingly, the Merger was treated as the equivalent of Legacy OnKure issuing stock to acquire the net assets of Reneo.

As a result of the Merger, the net assets of Reneo were recorded at their acquisition-date fair value in the financial statements of the Combined Company and the reported operating results prior to the Merger are those of Legacy OnKure.

Legacy OnKure’s historical financial statements became the historical consolidated financial statements of the Combined Company.

All issued and outstanding Legacy OnKure common stock, convertible preferred stock, restricted stock units, and options to purchase common stock prior to the effective date of the Merger have been retroactively adjusted to reflect the exchange ratio for all periods presented .

See Note 3 for further discussion .

As a result of the Merger, the net assets of Reneo were recorded at their acquisition-date fair value in the financial statements of the Company and the reported operating results prior to the Merger are those of Legacy OnKure.

Legacy OnKure’s historical financial statements became the historical consolidated financial statements of the Company.

Risks and Uncertainties

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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 $ 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

highly dependent upon raising additional capital through the issuance of equity securities, issuing debt or other financing vehicles.

The Company’s ability to secure capital depends on its success in discovering and developing its drug candidates.

The Company had recurring losses from operations, an accumulated deficit of $ 229.4 million , and cash and cash equivalents of $ 192.1 million as of March 31, 2026.

The Company’s ability to fund its ongoing operations is highly dependent upon raising additional capital through the issuance of equity securities, issuing debt or other financing vehicles.

On November 6, 2025, the Company filed a shelf registration statement with the U.S.

Securities and Exchange Commission (“SEC”) on Form S-3, which became effective with the SEC on November 25, 2025, and

that allows it to undertake various equity and debt offerings (the “Registration Statement”).

Additionally, the Company filed a prospectus supplement to the Registration Statement and entered into a sales agreement (the “ATM Sales Agreement”) with Leerink Partners LLC (“Leerink Partners”) under which the Company may offer and sell shares (the “ATM Placement Shares”) of the Company’s Class A common stock, $ 0.0001 par value per share (the “Common Stock”), from time to time having aggregate sales proceeds of up to $ 16.0 million, through an “at the market offering” program (the “ATM”) under which Leerink Partners acts as sales agent.

The Company has not yet offered or sold any shares of Common Stock under the ATM.

On March 31, 2026 the Company closed the 2026 Private Placement (as defined below).

The aggregate gross proceeds from the 2026 Private Placement were approximately $ 150.0 million, before deducting placement agent fees and offering expenses.

See Note 9 for further discussion.

The Company expects to continue to generate operating losses in the foreseeable future.

The Company’s ability to secure additional capital principally depends on its potential for success in discovering and developing its product candidates.

The Company cannot provide assurance that additional capital will be available on acceptable terms, if at all.

The issuance of additional equity or debt securities will likely result in substantial dilution to the Company’s stockholders.

Should additional capital not be available to the Company in the near term, or not be available on acceptable terms, the Company will be required to modify its operational plans and may be unable to realize value from its assets or discharge its liabilities in the normal course of business, which may, among other alternatives, cause the Company to delay, substantially reduce, or discontinue operational activities to conserve cash, which could have a material adverse effect on the Company’s ability to achieve its intended business objectives.

Changing circumstances, including due to macroeconomic and geopolitical effects outside of the Company’s control, may cause the Company to consume capital significantly faster or slower than currently anticipated.

The estimates included herein are based on assumptions that may prove to be wrong, and the Company could exhaust its available financial resources sooner than currently anticipated.

Should additional capital not be available to the Company, or not be available on acceptable terms, the Company may be required to modify its operational plans and may be unable to realize value from its assets or discharge its liabilities in the normal course of business, which may, among other alternatives, cause the Company to delay, substantially reduce, or discontinue operational activities to conserve cash, which could have a material adverse effect on the Company’s ability to achieve its intended business objectives.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

The financial statements do not reflect any adjustments relating to the recoverability and reclassification of assets and liabilities that might be necessary if the Company is unable to continue as a going concern.

Management believes the Company’s cash and cash equivalents will be sufficient to fund its current operating plan for at least the next 12 months from the date of issuance of these condensed consolidated financial statements.

As of December 31, 2025, the Company had determined that substantial doubt about the Company’s ability to continue as a going concern for a period of at least 12 months from the date of the issuance of those financial statements did exist.

However, following completion of the 2026 Private Placement (see Note 9), management believes the Company’s cash and cash equivalents will be sufficient to fund its current operating plan for at least the next 12 months from the date of issuance of these consolidated financial statements and as such substantial doubt has been alleviated.

Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with GAAP for interim financial information and with the rules and regulations of the U.S.

Securities and Exchange Commission.

The unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with GAAP for interim financial information and with the rules and regulations of the SEC.

Accordingly, since they are interim statements, they do not include all of the information and notes required by GAAP for complete consolidated financial statements.

The Company’s consolidated financial statements reflect the operation of the Company and its wholly owned subsidiary OnKure, Inc.

The Company’s consolidated financial statements reflect the operation of the Company and its former wholly owned subsidiaries OnKure, Inc.

and Merger Sub II.

As of December 31, 2025, all subsidiaries have been merged into the Company.

All intercompany balances and transactions among the consolidated entities have been eliminated in consolidation.

See Notes 1 and 3 for further discussion .

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

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All equipment and other property and equipment are physically located within the United States .

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 nine months ended September 30, 2024 amounts consistent with the corresponding 2025 period presentation.

Use of Estimates

The preparation of the Company’s consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period.

disclosure of contingent assets and contingent liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period.

Although these estimates are based on the Company’s knowledge of current events and actions it may take in the future, actual results may ultimately differ from these estimates.

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Nonrefundable advance payments for goods and services, including fees for process development or manufacturing and distribution of clinical supplies that will be used in future research and development activities, are deferred and recognized as an expense in the period that the related goods are consumed, or services are performed.

Pre-funded Common Stock Warrants

The Company accounts for warrants to purchase shares of its common stock in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

The Company classifies warrants issued for the purchase of shares of its common stock as either equity or liability instruments based on an assessment of the specific terms and conditions of each respective contract.

Such assessment includes determining whether the warrants are freestanding financial instruments or embedded in a host instrument, whether the warrants are liabilities within the scope of ASC 480, whether the warrants meet the definition of a derivative in ASC 815 and whether the warrants meet the requirements for equity classification pursuant to the indexation and equity classification criteria in ASC 815.

The Company determines the classification for its warrants at the time of issuance and updates its assessment as necessary.

Warrants that meet all of the criteria for equity classification are recorded as a component of additional paid-in capital and are not subsequently remeasured.

The 2026 PIPE Pre-Funded Warrants are classified as equity in the condensed consolidated financial statements.

Share-Based Compensation

The Company maintains an equity incentive compensation plan under which incentive stock options and nonqualified stock options to purchase Common Stock, and restricted stock units for Common Stock, are granted to employees, board of directors, and non-employee consultants.

Stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service or performance period.

Stock-based compensation cost is measured at the

grant date, based on the fair value of the award, and is recognized as expense over the requisite service or performance period.

The fair value of stock options granted to employees is estimated using the Black-Scholes option pricing model.

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The fair value of restricted stock awards granted to employees is based on the quoted closing market price per share on grant date.

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.

Fair Value of Financial Instruments

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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 $ 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 carrying amount of cash and cash equivalents was $ 192.1 million and $ 59.1 million as of March 31, 2026 and December 31, 2025, 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 .

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The Company maintains accounts in federally insured financial institutions.

At times, amounts held in federally insured accounts are above the federally insured limit of $ 250,000 .

At times, amounts held in federally insured accounts are above the federally insured limit of $ 250 thousand.

Management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which these deposits are held and of the money market funds in which these investments are made .

Deferred Offering Costs

The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances as deferred offering costs until such equity issuances are consummated.

After consummation of the equity issuance, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance.

Should the equity issuance be abandoned, the deferred offering costs are expensed immediately as a charge to operating expenses in the statement of operations.

Deferred offering costs as of

March 31, 2026 and December 31, 2025 were $ 0.4 million and $ 0.2 million.

Such costs are classified in other non-current assets in the accompanying balance sheets

Leasing – Lessee Accounting

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Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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.

This ASU may be applied either prospectively or retrospectively.

The Company is currently evaluating the impact of this pronouncement and will apply ASU 2023-09 to its annual tax disclosures for the fiscal year ended December 31, 2025.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

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This ASU may be applied either prospectively or retrospectively.

The Company is currently evaluating the impact of this pronouncement.

The Company is currently evaluating the impact of this pronouncement on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11 Interim Reporting (Topic 270):

Narrow-Scope Improvements.

This standard clarifies current interim reporting requirements on Topic 270 and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

This standard will be effective for fiscal years beginning after December 15, 2027, with the option to apply it retrospectively.

Early adoption is allowed.

The Company is currently assessing the potential impact of this guidance on its consolidated financial statement disclosures.

In December 2025, the FASB issued ASU 2025-12 Codification Improvements.

This standard makes certain incremental improvements to generally accepted accounting principles.

This standard will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual periods.

The Company is currently assessing the potential impact of this guidance on its consolidated financial statements and related disclosures.

The Company continues to monitor new accounting pronouncements issued by the FASB and does not believe any accounting pronouncements issued through the date of this report will have a material impact on its financial statements.

Merger Agreement and Concurrent Financing

As described in Note 1, Merger Sub I merged with and into Legacy OnKure, with Legacy OnKure surviving as a wholly owned subsidiary of the Company on October 4, 2024.

At the Closing, each then-outstanding share of Legacy OnKure common stock was converted into the right to receive 0.023596 shares of common stock of Reneo based on an exchange ratio (the “Common Exchange Ratio”), which was reclassified as Class A Common Stock in connection with the Merger, and each then-outstanding share of Legacy OnKure preferred stock was converted into the right to receive 0.144794 shares of Class A Common Stock based on an exchange ratio (the “Preferred Exchange Ratio”);

provided that one holder of Legacy OnKure preferred stock elected to receive 686,527 shares that it would otherwise have received in the form of Class A Common Stock in an equal number of shares of Class B Common Stock.

Upon the closing of the Merger, (i) an aggregate of 6,470,281 shares of Class A Common Stock and 686,527 shares of Class B Common Stock of the Company were issued in exchange for the shares of Legacy OnKure capital stock outstanding as of immediately prior to the Closing and (ii) outstanding shares of Reneo common stock were reclassified into an aggregate of approximately 3,343,604 shares of Class A Common Stock.

In connection with the Merger Agreement, Reneo entered into a subscription agreement with certain investors, pursuant to which the investors subscribed for and purchased, concurrent with the closing of the Merger, an aggregate of 2,839,005 shares of Class A Common Stock at a price of approximately $ 22.895 per share for aggregate gross proceeds of approximately $ 65.0 million, including the conversion of previously funded Convertible Promissory Notes principal of $ 6.0 million and accrued interest thereon of $ 120 thousand, on October 4, 2024.

At the effective time of the Merger, the authorized shares of Class A Common Stock of the Company were 200,000,000 with par value of $ 0.0001 , and Class B Common Stock of the Company were 10,000,000 with par value of $ 0.0001 .

The Merger was accounted for as a reverse recapitalization in accordance with GAAP, with Legacy OnKure as the accounting acquirer of Reneo.

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.

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

At the effective time of the Merger, the net assets of Reneo were recorded at their acquisition-date fair value in the financial statements of the Combined Company, which approximated book value due to the short-term nature.

Reneo’s development programs had ceased prior to the Merger and were deemed to be de minimis in value at the transaction date.

No goodwill or intangible assets were recognized.

As part of the recapitalization, excluding the Concurrent Financing, the Company acquired the assets and liabilities listed below (in thousands):

Cash and cash equivalents

Short-term investments

Other current assets

Accrued expenses

Long-term operating lease liability

Net assets acquired

The Company is a publicly listed company focused on the development of clinical and pre-clinical product candidates with a single reportable segment:

clinical research .

Before adopting the ASU, because the Company has one reportable segment, it provided only the entity-wide disclosures required by ASC 280.

The accounting policies of the clinical research segment are the same as those described in the summary of significant accounting policies.

The Company has yet to generate revenue and anticipates substantial expenses and operating losses as it advances its product candidates through clinical trials and regulatory processes.

The Chief Operating Decision Maker (“CODM”) assesses financial performance primarily using operating expenses as reported on the statement of operations, supplemented by internal budget and forecast models to guide resource allocation and performance evaluation.

The Company’s Chief Operating Decision Maker (“CODM”) is the senior executive committee that is comprised of the Chief Executive Officer and the Chief Financial Officer .

The CODM assesses financial performance primarily using operating expenses as reported on the statement of operations, supplemented by internal budget and forecast models to guide resource allocation and performance evaluation.

Segment assets are reported as total assets on the Company’s consolidated balance sheet, and segment loss is reflected as net loss in the Company’s consolidated statements of operations and comprehensive loss, effectively mirroring the Company’s overall financial position due to its single-segment structure.

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 Executive Officer and the Chief Financial Officer .

Clinical Research Segment

Three Months Ended

Nine Months Ended

September 30,

(in thousands)

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General corporate expenses

Interest and other expense

Segment net loss

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

Payments under the sublease for the three months ended March 31, 2026 and 2025 were $ 61 thousand and $ 53 thousand, respectively, 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, 2025

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

Three Months Ended

September 30,

Nine Months Ended

September 30,

Ended March 31,

Operating lease cost

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

As of September 30,

As of March 31,

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

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Operating cash flows for operating leases

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

The aggregate maturities of the Company’s operating lease liabilities were as follows as of March 31, 2026 (in thousands):

Remaining in 2026

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Net Loss Per Share

The Company computes basic loss per share by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents.

The Company computes basic loss per share by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including the weighted average effect of the 2026 PIPE Pre-Funded Warrants, without consideration for common stock equivalents.

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 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.

Shares of Common Stock 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 three months ended March 31, 2026 and 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

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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 nine months ended September 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 September 30, 2025 or December 31, 2024.

No assets or liabilities were transferred into or out of their classifications during the three months ended March 31, 2026 and 2025.

The Company had no available-for-sale securities as of March 31, 2026 or December 31, 2025 .

Property and Equipment, Net

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

September 30,

December 31, 2025

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Property and equipment, net

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

Depreciation and amortization expense for the three months ended March 31, 2026 and 2025 was $ 104 and $ 118 , respectively.

Accounts Payable and Accrued Expenses and Other Current Liabilities

Accounts payable as of March 31, 2026, included $ 9.4 million of offering expenses related to the 2026 Private Placement discussed in Note 9.

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

September 30,

December 31, 2025

Accrued compensation and ESPP contributions

Accrued outsourced non-clinical studies

Accrued contract manufacturing costs

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Total accrued expenses and other current liabilities

Accrued compensation includes severance costs.

For further information see Note 12.

Securities Purchase Agreement

On March 27, 2026, the Company entered into a securities purchase agreement (the “2026 PIPE Purchase Agreement”) with certain institutional accredited investors (the “2026 PIPE Investors”), pursuant to which the Company agreed to issue and sell to the 2026 PIPE Investors in a private placement (i) 26,713,638 shares (the “2026 PIPE Shares”) of Common Stock at a purchase price of $ 4.15 per 2026 PIPE Share, and (ii) pre-funded warrants to purchase 9,430,957 shares of Common Stock (the “2026 PIPE Warrant Shares”), at a purchase price of $ 4.1499 per underlying 2026 PIPE Warrant Share (the “2026 Private Placement”).

Also, pursuant to the 2026 PIPE Purchase Agreement, the Company’s executive officers and directors entered into letter agreements pursuant to which they agreed not to sell or transfer any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, until the later of 180 days after the closing date of the 2026 Private Placement and the effective date of registering the 2026 PIPE shares on a Registration Statement, subject to certain customary exceptions.

The 2026 Private Placement closed on March 31, 2026.

The aggregate gross proceeds from the 2026 Private Placement were approximately $ 150.0 million, before deducting placement agent fees and offering expenses of approximately $ 9.5 million.

Of the $ 150.0 million, $ 4.0 million recorded in Other current assets in the accompanying condensed consolidated Balance Sheet was in-transit at March 31, 2026 and was received on April 1, 2026.

The 2026 PIPE Pre-Funded Warrants will be exercisable immediately at an exercise price of $ 0.0001 per 2026 PIPE Warrant Share and will not expire until exercised in full.

The holders of 2026 PIPE Pre-Funded Warrants may not exercise a 2026 PIPE Pre-Funded Warrant if the holder, together with its attribution parties, would

beneficially own more than a specified percentage of the number of shares of Common Stock outstanding immediately after giving effect to such exercise.

The holders of 2026 PIPE Pre-Funded Warrants may increase or decrease such percentages not in excess of 19.99 % by providing at least 61 days’ prior notice to the Company.

The 2026 PIPE Pre-Funded Warrants are classified as equity in the condensed consolidated financial statements.

Sale of Class A Common Stock Under ATM Agreement

On November 6, 2025, the Company entered into the ATM Sales Agreement with Leerink Partners to sell the ATM Placement Shares, from time to time, through an “at the market offering” program under which Leerink Partners is serving as sales agent.

On November 6, 2025, the Company filed the Registration Statement with the SEC, which became effective on November 25, 2025.

The Registration Statement registered an aggregate of up to $ 200 million of securities that may be issued and sold by the Company from time to time, including initially up to an aggregate offering price of $ 16.0 million of Common Stock (which is included in the $ 200 million aggregate offering price set forth in the base prospectus) that may be issued and sold pursuant to the ATM Sales Agreement.

As of March 31, 2026, no shares of Common Stock had been sold under the ATM Sales Agreement and the Company will not be issuing or selling any Common Stock for the 180 day-period after March 31, 2026, due to the lock-up restrictions contained in the 2026 PIPE Purchase Agreement, subject to certain exceptions.

Share-Based Compensation

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Options outstanding - December 31, 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 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.

The Company accounts for forfeitures when they occur.

Options outstanding - March 31, 2026

Options exercisable - March 31, 2026

All outstanding options as of March 31, 2026 are expected to vest, subject to forfeitures.

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 March 31, 2026.

Restricted Stock Units (RSUs)

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

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

RSUs vest based on a service requirement and a liquidity event, which was satisfied upon completion of the Merger, plus service requirement.

The following table summarizes RSU activities during the three months ended March 31, 2026:

Unvested balance as of December 31, 2025

Vested and released

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.

In addition to the RSUs in the table above, in connection with the Merger, the Company assumed 24,700 RSUs which were fully vested at the time of the Merger.

The RSUs were releasable upon set timeframes after completion of the Merger.

The 17,000 RSUs that were unreleased as of December 31, 2024 were released in January 2025.

RSUs outstanding - March 31, 2026

Unvested balance as of March 31, 2026

2024 Employee Stock Purchase Plan

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 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.

The Company recorded approximately $ 39 and $ 0 of share-based compensation expense during the three months ended March 31, 2026 and 2025, respectively, 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) :

Three Months Ended

September 30,

Nine Months Ended

September 30,

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

Ended March 31,

Research and development

General and administrative

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.

In accordance with GAAP, a valuation allowance should be provided if it is more likely than not that some or all of the Company’s deferred tax assets will not be realized.

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The Company believes its tax filing positions and deductions related to tax periods subject to examination will be sustained upon audit and, therefore, has no reserve for uncertain tax positions.

On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the United States, which contains a broad range of tax reform provisions affecting businesses.

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.

Commitments and Contingencies

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Reneo Pharmaceuticals, Inc., et al.

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.

654642/2024 (filed September 6,

2024) (together, the “Complaints”).

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.

The Complaints sought orders enjoining the proposed Merger, or in the event that the Merger was consummated, orders rescinding the Merger or awarding actual and punitive damages, as well as all of the plaintiffs’ fees and expenses in connection with the litigation, including reasonable attorneys’ and experts’ fees and expenses.

The plaintiffs have not pursued their claims in the Complaints and there has been no activity on either docket;

however, the Complaints remain pending .

We cannot predict the outcome of the Complaints or any other litigation that might be filed arising out of the Merger or the Concurrent Financing.

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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 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 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 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.

See Note 10 for discussion of stock-based compensation recorded for the modifications of equity awards discussed above.

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 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.

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 March 31, 2026 and December 31, 2025.

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