OnKure Therapeutics, Inc. 10-Q

Item 1. Financial Statements ONKURE THERAPEUTICS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) (Unaudited) March 31, December 31, 2026 2025 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 192,106 $ 59,050 Prepaid expenses and other current assets 5,376 1,789 Total current assets 197,482 60,839 Property and equipment, net 519 618 Operating lease right-of-use asset 288 387 Other assets 405 273 Total assets $ 198,694 $ 62,117 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 11,022 $ 1,433 Accrued expenses and other current liabilities 2,898 3,939 Operating lease liabilities, current portion 409 549 Total current liabilities 14,329 5,921 Other long-term liabilities 12 12 Total liabilities 14,341 5,933 Commitments and contingencies Stockholders’ equity: Common stock, Class A, $ 0.0001 par value; 200,000,000 shares authorized; 40,395,480 and 13,673,565 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively 4 1 Common stock, Class B, $ 0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at March 31, 2026 and December 31, 2025 — — Additional paid-in capital 413,747 270,424 Accumulated deficit ( 229,398 ) ( 214,241 ) Total stockholders’ equity 184,353 56,184 Total liabilities and stockholders’ equity $ 198,694 $ 62,117 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 ONKURE THERAPEUTICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands, except share and per share data) (Unaudited) Three Months Ended March 31, 2026 2025 Operating expenses: Research and development $ 11,707 $ 13,012 General and administrative 3,908 3,988 Total operating expenses 15,615 17,000 Loss from operations ( 15,615 ) ( 17,000 ) Other income: Interest income 458 1,075 Total other income 458 1,075 Net loss and comprehensive loss $ ( 15,157 ) $ ( 15,925 ) Net loss per share attributable to common stockholders: Basic and diluted $ ( 1.11 ) $ ( 1.19 ) Weighted average shares outstanding: Basic and diluted 13,674,577 13,424,335 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 ONKURE THERAPEUTICS, INC CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (in thousands, except share information) (Unaudited) Additional Total Class A Common Stock Class B Common Stock Paid-In Accumulated Stockholders' Shares Amount Shares Amount Capital Deficit Equity Balance, December 31, 2024 12,660,590 $ 1 686,527 $— $ 258,551 $( 154,724 ) $ 103,828 Vesting of restricted stock units, net 94,758 — — — — — — Share-based compensation — — — — 2,745 — 2,745 Net loss — — — — — ( 15,925 ) ( 15,925 ) Balance, March 31, 2025 12,755,348 1 686,527 — 261,296 ( 170,649 ) 90,648 Vesting of restricted stock units 88,086 — — — — — — Share-based compensation — — — — 2,908 — 2,908 Net loss — — — — — ( 15,390 ) ( 15,390 ) Balance, June 30, 2025 12,843,434 1 686,527 — 264,204 ( 186,039 ) 78,166 Vesting of restricted stock units 18,238 — — — — — — Share-based compensation — — — — 2,961 — 2,961 Net loss — — — — — ( 14,699 ) ( 14,699 ) Balance, September 30, 2025 12,861,672 1 686,527 — 267,165 ( 200,738 ) 66,428 Conversion of Class B Common Stock to Class A Common Stock 686,527 — ( 686,527 ) — — — — Issuance of Class A Common Stock under the Employee Stock Purchase Plan 107,930 — — — 240 — 240 Vesting of restricted stock units 17,436 — — — — — — Share-based compensation — — — — 3,019 — 3,019 Net loss — — — — — ( 13,503 ) ( 13,503 ) Balance, December 31, 2025 13,673,565 1 — — 270,424 ( 214,241 ) 56,184 Issuance of Class A Common Stock and pre-funded warrants in connection with 2026 Private Placement, less issuance costs 26,713,638 3 — — 140,543 — 140,546 Vesting of restricted stock units 8,277 — — — — — — Share-based compensation — — — — 2,780 — 2,780 Net loss — — — — — ( 15,157 ) ( 15,157 ) Balance, March 31, 2026 40,395,480 $ 4 — $— $ 413,747 $( 229,398 ) $ 184,353 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 ONKURE THERAPEUTICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) Three Months Ended March 31, 2026 2025 Cash flows from operating activities: Net loss $ ( 15,157 ) $ ( 15,925 ) Adjustments to reconcile net loss to net cash used in operating activities: Share-based compensation expense 2,780 2,745 Depreciation and amortization 104 118 Amortization of right-of-use asset - operating 99 94 Change in operating assets and liabilities: Prepaid and other assets 281 731 Accounts payable, accrued and other liabilities ( 905 ) ( 1,678 ) Lease liabilities ( 140 ) ( 130 ) Other long-term liabilities — 40 Net cash used in operating activities ( 12,938 ) ( 14,005 ) Cash flows from investing activities: Purchases of property and equipment ( 5 ) ( 18 ) Net cash used in investing activities ( 5 ) ( 18 ) Cash flows from financing activities: Proceeds from the issuance of Class A Common Stock and pre-funded warrants in connection with 2026 Private Placement 145,999 — Payment of issuance costs associated with the Concurrent Financing — ( 37 ) Payment of reverse recapitalization transaction costs — ( 40 ) Net cash provided by (used in) financing activities 145,999 ( 77 ) Net increase (decrease) in cash and cash equivalents 133,056 ( 14,100 ) Cash and cash equivalents, beginning of period 59,050 110,761 Cash and cash equivalents, end of period $ 192,106 $ 96,661 Supplemental disclosure of noncash financing activities: 2026 Private Placement proceeds in other current assets $ ( 4,000 ) $ — 2026 Private Placement issuance costs included in accounts payable $ 9,372 $ — 2026 Private Placement issuance costs included in accrued liabilities $ 81 $ — The accompanying notes are an integral part of these condensed consolidated financial statements. 8 ONKURE THERAPEUTICS, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) 1. Organization and Business 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 vascular anomalies and 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 and vascular anomalies. The Company was formed in 2014 as Reneo Pharmaceuticals, Inc. (“Reneo”) under the laws of the State of Delaware. On October 4, 2024, the Company changed its name to OnKure Therapeutics, Inc. Merger with Reneo On October 4, 2024, Radiate Merger Sub I, Inc. (“Merger Sub I”) a wholly owned subsidiary of Reneo completed its merger with and into OnKure, Inc. (referred to herein as “Legacy OnKure”), with Legacy OnKure continuing as the surviving entity as a wholly owned subsidiary of Reneo. This transaction is referred to as the “Merger.” Following the Merger, Reneo changed its name to OnKure Therapeutics, Inc. 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 “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”). For accounting purposes, Legacy OnKure is considered the accounting acquirer and Reneo is the acquired company 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. 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 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 The board of directors of the Company (the “Board”) discusses with management macroeconomic and geopolitical developments, including inflation, instability in the banking and financial services sector, tightening of the credit markets, international conflicts, cybersecurity, tariffs, and sanctions so that the Company can be prepared to react to new developments as they arise. 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. Liquidity 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 9 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, 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. 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. 2. 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 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 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. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Results of operations and cash flows for the interim periods presented herein are not necessarily indicative of the results that would be achieved during a full year of operations or in future periods. These unaudited Condensed Consolidated Financial Statements and notes thereto should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Form 10-K. Segment Information The Company operates in one operating segment: clinical research. All equipment and other property and equipment are physically located within the United States . 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 10 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. The most significant estimates relate to the accrual of external research and development expenses, and the fair value of stock options and restricted stock units . Comprehensive Loss Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. The Company’s comprehensive loss was the same as its reported net loss for all periods presented. Research and Development Expenses Research and development (“R&D”) costs are expensed as incurred in performing research and development activities. The costs include employee-related expense, including salaries, severance, benefits, share-based compensation, costs of research and development activities conducted by third parties on the Company’s behalf, costs to have clinical trial materials manufactured, fees for acquiring and maintaining licenses under third-party license agreements, consulting fees, depreciation, and facilities and overhead costs. Accrued Research and Development Expenses The Company records research and development expenses in the period in which it receives or takes ownership of the applicable goods or when the applicable services are performed. The Company is required to estimate its expenses resulting from its obligations under contracts with vendors, consultants, and contract research organizations, in connection with conducting research and development activities. The financial terms of these contracts are subject to negotiations, vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company reflects research and development expenses in its financial statements by matching those expenses with the period in which services and efforts are expended. The Company accounts for these expenses according to the progress of its preclinical studies or clinical trials, as measured by the timing of various aspects of the study or related activities. The Company determines accrual estimates through a review of the underlying contracts along with the preparation of financial models considering discussions with research and other key personnel as to the progress of studies, trials, or other services being conducted. During a study or trial, the Company adjusts its rate of expense recognition if actual results differ from its estimates. 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 11 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. The Black-Scholes valuation method requires certain assumptions be used as inputs, such as the fair value of the underlying Common Stock, expected term of the option before exercise, expected volatility of the Company’s Common Stock, risk-free interest rate and expected dividend. Options granted have a maximum contractual term of 10 years . The Company has limited historical stock option activity and therefore estimates the expected term of stock options granted using the simplified method, which represents the arithmetic average of the original contractual term of the stock option and its weighted-average vesting term. The expected volatility of stock options is based on the historical volatility of several publicly traded companies in similar stages of clinical development. The Company will continue to apply this process until enough historical information regarding the volatility of its stock price becomes available. The risk-free interest rates used are based on the U.S. Treasury yield in effect at the time of grant for zero-coupon U.S. treasury notes with maturities approximately equal to the expected term of the stock options. The Company has historically not declared or paid any dividends and does not currently expect to do so in the foreseeable future, and therefore has estimated the dividend yield to be zero. (See Note 10). The Company recognizes stock-based compensation expense for grants under its various equity incentive plans and employee stock purchase plan. 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. 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. 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 The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. The carrying amounts of the Company’s financial assets and liabilities, such as cash, receivables, prepaid and other current assets, accounts payable, and accrued expenses approximate their fair values because of the short maturity of these instruments. Cash and Cash Equivalents All highly liquid investments with maturities of 90 days or less, at the time of purchase, are classified as cash equivalents. Cash equivalents are reported at cost, which approximates fair value. 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 $ 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 . Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. 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 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 12 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 The Company determines if an arrangement is a lease at inception. The Company’s operating lease agreements are primarily for office space and research labs. For operating leases with a term greater than one year, the Company recognizes the right-of-use (“ROU”) assets and lease liabilities related to the lease payments on its balance sheet. The lease liabilities are initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. The ROU assets represent the Company’s right to use the underlying assets for the term of the lease and the lease liabilities represent the Company’s obligation to make lease payments arising for the agreements. ROU assets are initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. The ROU asset is periodically reviewed for impairment unless a triggering event occurs. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Variable lease payments, except for the ones that depend on index or rate, are excluded from the calculation of the ROU assets and lease liabilities and are recognized as variable lease expense in the statements of operations and comprehensive loss in the period in which they are incurred. Sublease inflows are netted against the respective lease outflows. As the interest rate implicit in the Company’s leases is not readily determinable, the Company uses its estimated incremental borrowing rate in its present value calculations. One of the Company’s lessee agreements include an option to extend the lease, which the Company does not include in its minimum lease term unless it is reasonably certain to exercise such option. Operating leases with a term of less than one year are recognized as a lease expense over the term of the lease, with no asset or liability recognized on the balance sheet. Recently Issued Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . This ASU requires more detailed disclosures, on an annual and interim basis, about specified categories of expenses (including employee compensation, depreciation, and amortization) included in certain expense captions presented on the face of the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. This ASU may be applied either prospectively or retrospectively. 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. 13 3. Segment 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 . 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 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. Clinical Research Segment Three Months Ended March 31, 2026 2025 (in thousands) Operating expenses: Direct program expense $ 6,717 $ 7,872 Indirect program expense 474 526 Workforce salaries and benefits 4,460 4,407 Share-based compensation expense 2,780 2,745 General corporate expenses 1,184 1,450 Segment net loss 15,615 17,000 Reconciliation of loss: Interest income ( 458 ) ( 1,075 ) Adjustments and reconciling items ( 458 ) ( 1,075 ) Net loss $ 15,157 $ 15,925 4. Leases The Company’s headquarters are located in Boulder, Colorado, where it leases 14,790 square feet of office and lab facilities under operating leases that expire in December 2026 , with rights to extend for a five-year period . In the Merger with Reneo, the Company assumed the lease in Irvine, California, where it leases office space under a lease agreement that expires in November 2026 (the “Irvine lease”). 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 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. 14 Right-of-use assets and lease liabilities for operating leases as included in the Company’s financial statements are as follows (in thousands): March 31, 2026 December 31, 2025 Operating lease right-of-use assets $ 288 $ 387 Current operating lease liabilities 409 549 Noncurrent operating lease liabilities — — Total lease liabilities $ 409 $ 549 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 March 31, 2026 2025 Operating lease cost $ 43 $ 51 Variable lease expense 43 45 Lease term, discount rates, and additional information for operating leases are as follows (in thousands): As of March 31, 2026 2025 Weighted-average remaining lease term - operating leases (years) 0.7 1.72 Weighted-average discount rate - operating leases 4.5 % 4.5 % Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 145 $ 140 The aggregate maturities of the Company’s operating lease liabilities were as follows as of March 31, 2026 (in thousands): Remaining in 2026 $ 415 Total future minimum lease payments 415 Less: imputed interest ( 6 ) Less: current portion ( 409 ) Operating lease liability, net of current portion $ — 15 5. 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, 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. 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 : March 31, 2026 2025 Outstanding common stock options 2,693,443 3,045,385 Unvested restricted stock units 32,642 137,064 2,726,085 3,182,449 6. Fair Value Measurements ASC Topic 820, Fair Value Measurement , establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing an asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. ASC Topic 820 identifies fair value as the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a three-tier fair value hierarchy that distinguishes between the following: • Level 1 – Observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2 – Inputs, other than quoted prices in active markets, which are observable for the asset or liability, either directly or indirectly. • Level 3 – Unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The Company’s financial assets are subject to fair value measurements on a recurring basis. The Company categorizes its money market funds as Level 1, using the quoted prices in active markets. 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 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 . 16 7. Property and Equipment, Net Property and equipment, net, consisted of the following (in thousands): March 31, 2026 December 31, 2025 Lab equipment $ 668 $ 669 Leasehold improvements 1,090 1,090 Computer hardware and software 173 168 Furniture and fixtures 152 152 Property and equipment, gross 2,083 2,079 Less: accumulated depreciation and amortization ( 1,564 ) ( 1,461 ) Property and equipment, net $ 519 $ 618 Depreciation and amortization expense for the three months ended March 31, 2026 and 2025 was $ 104 and $ 118 , respectively. 8. 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): March 31, 2026 December 31, 2025 Accrued compensation and ESPP contributions $ 1,115 $ 2,693 Accrued outsourced non-clinical studies 938 651 Accrued contract manufacturing costs 360 223 Accrued clinical trial costs 95 49 Accrued other 390 323 Total accrued expenses and other current liabilities $ 2,898 $ 3,939 9. Equity 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 17 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. 10. Share-Based Compensation Stock Options A summary of the Company’s stock option activity and related information is as follows: Options Outstanding Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Options outstanding - December 31, 2025 2,714,651 $ 15.54 8.52 $ 22 Granted 29,300 3.67 Exercised — — Expired ( 27,058 ) 11.02 Forfeited ( 23,450 ) 15.58 Options outstanding - March 31, 2026 2,693,443 $ 15.45 8.31 $ 109 Options exercisable - March 31, 2026 1,196,458 $ 18.46 7.88 $ — 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. 18 Restricted Stock Units (RSUs) 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: Number of Shares Weighted Average Grant Date Fair Value Unvested balance as of December 31, 2025 41,376 $ 22.89 Granted — — Vested and released ( 8,277 ) 22.89 Forfeited ( 457 ) 22.89 RSUs outstanding - March 31, 2026 32,642 $ 22.89 Unvested balance as of March 31, 2026 32,642 $ 22.89 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. 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 employee and non-employee share-based awards (in thousands) : Three Months Ended March 31, 2026 2025 Research and development $ 1,284 $ 1,317 General and administrative 1,496 1,428 Total $ 2,780 $ 2,745 11. Income Taxes 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. The Company’s ability to realize the benefit of its deferred tax assets will depend on the generation of future taxable income. Due to the uncertainty of future profitable operations and taxable income, the Company has recorded a full valuation allowance against its net deferred tax assets. 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. 12. Commitments and Contingencies Legal Proceedings Merger Proceedings In connection with the Merger, two complaints were filed in the Supreme Court of the State of New York, County of New York, captioned Thomas v. Reneo Pharmaceuticals, Inc., et al. , Index No. 654628/2024 (filed September 5, 2024) and Kent v. Reneo Pharmaceuticals, Inc., et al. , Index No. 654642/2024 (filed September 6, 19 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. 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. The Company and the individual defendants intend to vigorously defend against the Complaints and any subsequently filed, similar actions. It is possible additional lawsuits may be filed arising out of the Merger or the Concurrent Financing. Absent new or significantly different allegations, the Company will not necessarily disclose such additional filings. From time-to-time in the future, the Company could be involved in disputes, including litigation, relating to claims arising out of operations in the normal course of business, which may have a material adverse effect on the Company’s consolidated results of operations or financial position. Indemnification In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising of breach of such agreements or from intellectual property infringement claims made by third parties. 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. 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 March 31, 2026 and December 31, 2025. 20