What changed in this filing

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Item 1. Financial Statements

2026-08-04 compared with 2026-05-05 · 106 added, 53 removed, 382 unchanged (29% of the section changed)

5 unchanged sentences

Cash and cash equivalents

Marketable securities, available for sale

Prepaid expenses and other current assets

8 unchanged sentences

Total current liabilities

Long-term operating lease liabilities

Other long-term liabilities

4 unchanged sentences

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

40,496,309 and 13,673,565 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

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

no shares issued and outstanding at June 30, 2026 and December 31, 2025

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated deficit

6 unchanged sentences

Three Months Ended

Six Months Ended

Operating expenses:

6 unchanged sentences

Total other income

Net loss and comprehensive loss

Other comprehensive loss:

Unrealized loss on available-for-sale securities, net

Total Comprehensive loss

Net loss per share attributable to common stockholders:

8 unchanged sentences

Class B Common Stock

Other Comprehensive

Stockholders'

18 unchanged sentences

Balance, March 31, 2026

Issuance costs in connection with 2026 Private Placement

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

Vesting of restricted stock units

Share-based compensation

Other comprehensive loss

Balance, June 30, 2026

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

2 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

(in thousands)

Cash flows from operating activities:

4 unchanged sentences

Amortization of right-of-use asset - operating

Accretion of discount on marketable securities, net

Change in operating assets and liabilities:

5 unchanged sentences

Cash flows from investing activities:

Purchases of marketable securities

Purchases of property and equipment

2 unchanged sentences

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 2026 Private Placement

Proceeds from sale of stock under the employee stock purchase plan

Payment of issuance costs associated with the Concurrent Financing

5 unchanged sentences

Supplemental disclosure of noncash financing activities:

2026 Private Placement proceeds in other current assets

Leased assets obtained in exchange for operating lease liabilities, upon extension

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.

25 unchanged sentences

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

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

The Company had recurring losses from operations, an accumulated deficit of $ 244.7 million , and cash, cash equivalents and marketable securities of $ 176.4 million as of June 30, 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.

4 unchanged sentences

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

See Note 9 for further discussion.

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

7 unchanged sentences

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.

However, following completion of the 2026 Private Placement (see Note 9), management believes the Company’s cash, cash equivalents and marketable securities 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 and as such substantial doubt has been alleviated.

Summary of Significant Accounting Policies

2 unchanged sentences

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.

The Company’s condensed 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.

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

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

2 unchanged sentences

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.

Marketable Securities, Available-for-Sale

All marketable securities have been classified as “available-for-sale” and are carried at fair value, based upon quoted market prices.

The Company considers its available-for-sale portfolio as available for use in current operations.

Accordingly, the Company classifies its investments as short-term marketable securities, even though the stated maturity date may be one year or more beyond the current balance sheet date.

Unrealized gains and losses, net of any related tax effects, are excluded from earnings and are included in other comprehensive income (loss) and reported as a separate component of stockholders’ equity until realized.

Interest income, realized gains and losses, and credit-related losses, if any, on available-for-sale securities are included in other income.

The cost of securities sold is based on the specific-identification method.

The amortized cost of securities is adjusted for amortization of premiums and accretion of discounts to maturity.

In accordance with the Company’s investment policy,

management invests in money market funds and U.

government securities.

The Company has not experienced any allowances for credit losses on its deposits of cash, cash equivalents, and marketable securities since inception.

Segment Information

3 unchanged sentences

Use of Estimates

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

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.

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 .

The most significant estimates relate to the accrual of external research and development expenses, and the fair value of stock options .

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.

Comprehensive loss includes net loss as well as other changes in stockholders’ equity which includes certain changes in equity that are excluded from net loss.

The Company’s only element of other comprehensive income is unrealized losses on marketable securities .

Research and Development Expenses

19 unchanged sentences

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.

18 unchanged sentences

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.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, cash equivalents, marketable securities, receivables, prepaid and other current assets, accounts payable, and accrued expenses approximate their fair values because of the short term nature of these instruments.

Cash and Cash Equivalents

1 unchanged sentence

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

government securities with maturities of 90 days or less.

The carrying amount of cash and cash equivalents was $ 166.5 million and $ 59.1 million as of June 30, 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.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and marketable securities.

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.

4 unchanged sentences

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.

Deferred offering costs as of June 30, 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

11 unchanged sentences

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.

28 unchanged sentences

Three Months Ended

Six Months Ended

(in thousands)

9 unchanged sentences

Adjustments and reconciling items

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 .

The Company’s headquarters are located in Boulder, Colorado, where it leases office and lab facilities under operating leases that were amended in June 2026 to extend the lease for an additional three year period and which expire in December 2029 , resulting in an additional $ 653 thousand ROU asset and lease liabilities recognized in June 2026.

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.

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

Payments under the sublease for the three and six months ended June 30, 2026 were $ 61 and $ 122 thousand, respectively, and were netted against operating lease costs in the Statement of Operations.

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

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

December 31, 2025

4 unchanged sentences

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

Ended March 31,

Ended June 30,

Operating lease cost

1 unchanged sentence

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

As of March 31,

As of June 30,

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

3 unchanged sentences

Operating cash flows for operating leases

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

The aggregate maturities of the Company’s operating lease liabilities were as follows as of June 30, 2026 (in thousands):

Remaining in 2026

6 unchanged sentences

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

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.

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 six months ended June 30, 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 :

13 unchanged sentences

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 Company categorizes its money market funds as Level 1 and U.S.

treasury securities as Level 2.

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 .

The fair value of the Company’s investments in certain U.S.

treasury securities are classified as Level 2 and are included in marketable securities on the consolidated balance sheets.

The following tables summarize the Company’s financial assets measured at fair value on a recurring basis by level within the fair value hierarchy as of June 30, 2026:

June 30, 2026

Cash equivalents:

Money market funds

treasury securities

Marketable securities, available-for-sale:

treasury securities

There were no marketable securities as of December 31, 2025.

The contractual maturity of the marketable securities as of June 30, 2026 was:

Due in one year or less

The Company’s money market funds are classified as Level 1 because they are valued using quoted market prices.

Investments in U.S.

government treasury securities have been classified as Level 2 as they are valued using quoted prices in less active markets or other directly or indirectly observable inputs.

Fair values of U.S.

government treasury securities were derived based on input of market prices from multiple sources at each reporting period.

There were no transfers of financial assets between Level 1, Level 2, or Level 3, during the periods presented.

The Company periodically reviews its portfolio of debt securities to determine if any investment is impaired due to credit loss or other potential valuation concerns.

For debt securities where the fair value of the investment is less than the amortized cost basis, the Company has assessed at the individual security level for various quantitative factors including, but not limited to, the nature of the investments, changes in credit ratings, interest rate fluctuations, industry analyst reports, and the severity of impairment.

Unrealized losses on marketable securities at June 30, 2026 were primarily due to changes in interest rates, including market credit spreads, and not due to increased credit risks associated with specific securities.

No assets or liabilities were transferred into or out of their classifications during the three months ended June 30, 2026 and 2025 .

Property and Equipment, Net

8 unchanged sentences

Property and equipment, net

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

Depreciation and amortization expense for the three and six months ended June 30, 2026 was $ 87 and $ 191 , respectively.

Depreciation and amortization expense for the three months and six months ended June 30, 2025 was $ 117 and $ 235 , 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):

11 unchanged sentences

The aggregate gross proceeds from the 2026 Private Placement were approximately $ 150.0 million, before deducting placement agent fees and offering expenses of approximately $ 9.6 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 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.

4 unchanged sentences

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.

As of June 30, 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

The Company amended and restated its 2024 Equity Incentive Plan (the “A&R 2024 Plan”), effective as of June 3, 2026 upon approval by the stockholders of the Company.

The amendments to the Company’s 2024 Equity Incentive Plan included (1) a one-time increase to the number of shares of common stock reserved for issuance under the A&R 2024 Plan of 3,231,638 shares, (2) an amendment to the annual “evergreen” provision to remove the annual limit of 2,407,100 shares, while maintaining the annual increase at 5 % of the Company’s outstanding shares, and (3) a limit on the number of shares that can be issued as incentive stock options under the A&R 2024 Plan.

Stock Options

6 unchanged sentences

Options outstanding - December 31, 2025

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.

Options outstanding - June 30, 2026

Options exercisable - June 30, 2026

All outstanding options as of June 30, 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 June 30, 2026.

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:

The following table summarizes RSU activities during the six months ended June 30, 2026:

Unvested balance as of December 31, 2025

Vested and released

RSUs outstanding - March 31, 2026

Unvested balance as of March 31, 2026

RSUs outstanding - June 30, 2026

Unvested balance as of June 30, 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.

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.

The Company recorded approximately $ 49 and $ 88 thousand of share-based compensation expense during the three and six months ended June 30, 2026 , respectively, related to the 2024 ESPP.

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

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) :

Ended March 31,

Ended June 30,

Research and development

11 unchanged sentences

Reneo Pharmaceuticals, Inc., et al.

654642/2024 (filed September 6,

2024) (together, the “Complaints”).

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.

13 unchanged sentences

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.

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