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    SEC Form 424B3 filed by OnKure Therapeutics Inc.

    5/28/25 4:35:19 PM ET
    $OKUR
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $OKUR alert in real time by email
    424B3 1 424b3_okur_8k_20250528.htm 424B3 424B3

     

     

     

     

     

     

     

    PROSPECTUS SUPPLEMENT

    (to Prospectus dated March 21, 2025)

    Filed Pursuant to Rule 424(b)(3)

    Registration Statement No. 333-282792

    2,938,005 Shares of Class A Common Stockimg23824010_0.jpg

     

     

     

     

    This prospectus supplement updates and amends the prospectus dated March 21, 2025 (as supplemented to date, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-282792) for which Post-Effective Amendment No.1 was filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2025 and declared effective by the SEC on March 21, 2025.

    The Prospectus and this prospectus supplement relate to the resale by certain of the selling securityholders named in the Prospectus (each a “selling securityholder” and, collectively, the “selling securityholders”) of 2,938,005 shares of Class A Common Stock, par value $0.0001 per share (the “Common Stock”) issued in the PIPE Financing (as defined in the Prospectus). The Prospectus also covers any additional securities that may become issuable by reason of stock splits, stock dividends or other similar transactions.

    This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement. This prospectus supplement updates, amends and supplements the information included or incorporated by reference in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

    This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements to it.

    Current Report on Form 8-K

    On May 28, 2025, we filed a Current Report on Form 8-K with the SEC. The Current Report is attached hereto.

    We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.

    Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in the section titled “Risk Factors” beginning on page 9 of the Prospectus.

    You should rely only on the information contained in the Prospectus, this prospectus supplement, or any further prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information.

    Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

     

     

     

     

    The date of this prospectus supplement is May 28, 2025.

     

     

     


     

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): May 27, 2025

     

     

    OnKure Therapeutics, Inc.

    (Exact name of Registrant as Specified in Its Charter)

     

     

    Delaware

    001-40315

    47-2309515

    (State or Other Jurisdiction
    of Incorporation)

    (Commission File Number)

    (IRS Employer
    Identification No.)

     

     

     

     

     

    6707 Winchester Circle, #400

     

    Boulder, Colorado

     

    80301

    (Address of Principal Executive Offices)

     

    (Zip Code)

     

    Registrant’s Telephone Number, Including Area Code: (720) 307-2892

     

     

    (Former Name or Former Address, if Changed Since Last Report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

    ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:


    Title of each class

     

    Trading
    Symbol(s)

     


    Name of each exchange on which registered

    Class A Common Stock, par value $0.0001 per share

     

    OKUR

     

    The Nasdaq Stock Market LLC

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

    Emerging growth company ☒

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     


     

    Item 5.07 Submission of Matters to a Vote of Security Holders.

    On May 27, 2025, OnKure Therapeutics, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the two proposals set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 16, 2025.

    Proposal No. 1: Election of Directors

    Drs. Isaac Manke and Nicholas Saccomano were each elected to serve as a Class I director of the Company’s Board of Directors until the 2028 Annual Meeting of Stockholders and until their respective successors are elected and qualified, by the following votes:

     

     

     

     

     

     

     

     

    Nominee

    For

    Withheld

    Broker Non-Votes

    Dr. Isaac Manke

    4,589,481

    882,303

    1,390,547

    Dr. Nicholas Saccomano

    5,209,380

    262,404

    1,390,547

    Proposal No. 2: Ratification of the Selection of Independent Registered Public Accounting Firm

    The stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, by the following votes:

    For

     

    Against

     

    Abstentions

     

    Broker Non-Votes

     6,750,408

     111,715

     208

     -

     

     

     

     

    Item 9.01 Financial Statements and Exhibits.

    (d) Exhibits.

    Exhibit No.

    Description

    104

    Cover Page Interactive Data File (embedded within the Inline XBRL document).

     

     


     

    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

     

     

    ONKURE THERAPEUTICS, INC.

     

     

     

     

    Date:

    May 28, 2025

    By:

    /s/ Jason Leverone

     

     

     

    Name: Jason Leverone
    Title: Chief Financial Officer

     

     


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