OnKure Therapeutics Inc
For the period ended Dec 31, 2024. Filed Mar 10, 2025.
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FY2024 · Filed Mar 10, 2025
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Item 15. Exhibit and Financial Statement Schedules
(a)
The following documents are filed as part of this Annual Report:
(1)
Financial statements
The financial statements filed as part of this Annual Report are included in Part II, Item 8 of this Annual Report.
(2)
Financial statement schedules
Financial statement schedules have been omitted in this Annual Report because they are not applicable, not required under the instructions, or the information requested is set forth in the financial statements or related notes thereto.
(3)
Exhibits
The exhibits listed in the accompanying Exhibit Index are filed as part of, or incorporated by reference into, this Annual Report.
EXHIBIT INDEX
Incorporated by Reference
| ExhibitNumber · Description · Form · Filing Date · Number · FiledHerewith | ||||||
|---|---|---|---|---|---|---|
| 2.1 | Agreement and Plan of Merger, dated May 10, 2024, by and among Reneo Pharmaceuticals, Inc., Radiate Merger Sub I, Inc., Radiate Merger Sub II, LLC and OnKure, Inc. | 8-K | 5/13/2024 | 2.1 | ||
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation. | 8-K | 10/8/2024 | 3.1 | ||
| 3.2 | Amended and Restated Certificate of Incorporation, as amended. | 8-K | 10/8/2024 | 3.2 | ||
| 3.3 | Amended and Restated Bylaws. | 8-K | 10/8/2024 | 3.3 | ||
| 4.1 | Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated December 9, 2020. | S-1 | 3/19/2021 | 4.2 | ||
| 4.2 | Description of Capital Stock of the Registrant. | X | ||||
| 10.1 | + | Form of Indemnity Agreement by and between the Registrant and its directors and executive officers. | S-1/A | 4/5/2021 | 10.8 | |
| ExhibitNumber | Description | Form | Filing Date | Number | FiledHerewith |
|---|---|---|---|---|---|
| 10.2 | Registration Rights Agreement dated October 4, 2024 by and among OnKure Therapeutics, Inc. and certain parties thereto. | 8-K | 10/8/2024 | 10.23 | |
| 10.3 | Sales Agreement, dated November 13, 2023, by and between the Registrant and Leerink Partners LLC. | 10-Q | 11/13/2023 | 10.1 | |
| 10.4 | + | Reneo Pharmaceuticals, Inc. 2014 Equity Incentive Plan, as amended, and UK Sub-Plan. | S-1/A | 4/5/2021 | 10.1 |
| 10.5 | + | Forms of Grant Notice, Stock Option Agreement and Notice of Exercise under the Reneo Pharmaceuticals, Inc. 2014 Equity Incentive Plan, as amended, and UK Sub-Plan. | S-1/A | 4/5/2021 | 10.2 |
| 10.6 | + | Reneo Pharmaceuticals, Inc. 2021 Equity Incentive Plan. | S-1/A | 4/5/2021 | 10.3 |
| 10.7 | + | Forms of (i) Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise, (ii) Stock Option Grant Notice - International, Stock Option Agreement - International and Notice of Exercise - International and (iii) Non-Employee Director Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise – Non-Employee Director under the Reneo Pharmaceuticals, Inc. 2021 Equity Incentive Plan. | 10-K | 3/27/2023 | 10.18 |
| 10.8 | + | Forms of (i) Restricted Stock Unit Award Grant Notice and Award Agreement and (ii) Restricted Stock Unit Award Grant Notice - International and Award Agreement - International under the Reneo Pharmaceuticals, Inc. 2021 Equity Incentive Plan. | S-1/A | 4/5/2021 | 10.5 |
| 10.9 | + | Forms of Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise for Inducement Grant Outside of the Reneo Pharmaceuticals, Inc. 2021 Equity Incentive Plan. | 10-Q | 11/12/2021 | 10.4 |
| 10.10 | + | Reneo Pharmaceuticals, Inc. Severance Benefit Plan, as amended as of September 27, 2022, and form of Participation Agreement thereunder. | 10-Q | 11/8/2022 | 10.2 |
| ExhibitNumber · Description · Form · Filing Date · Number · FiledHerewith | ||||||
|---|---|---|---|---|---|---|
| 10.11 | + | OnKure Therapeutics, Inc. 2024 Equity Incentive Plan, and forms of agreement thereunder. | 8-K | 10/8/2024 | 10.4 | |
| 10.12 | + | OnKure Therapeutics, Inc. 2024 Employee Stock Purchase Plan. | 8-K | 10/8/2024 | 10.15 | |
| 10.13 | + | OnKure, Inc. 2011 Stock Incentive Plan, as amended, and forms of agreement thereunder. | 8-K | 10/8/2024 | 10.16 | |
| 10.14 | + | OnKure, Inc. 2021 Stock Incentive Plan, as amended, and forms of agreement thereunder. | 8-K | 10/8/2024 | 10.17 | |
| 10.15 | + | OnKure, Inc. 2023 RSU Equity Incentive Plan, as amended, and forms of agreement thereunder. | 8-K | 10/8/2024 | 10.18 | |
| 10.16 | + | OnKure Therapeutics, Inc. Executive Incentive Compensation Plan. | 8-K | 10/8/2024 | 10.19 | |
| 10.17 | + | OnKure Therapeutics, Inc. Form of Executive Employment Agreement. | 8-K | 10/8/2024 | 10.20 | |
| 10.18 | + | OnKure Therapeutics, Inc. Outside Director Compensation Policy. | 8-K | 10/8/2024 | 10.21 | |
| 10.19 | Form of Indemnification Agreement. | 8-K | 10/8/2024 | 10.22 | ||
| 10.20 | Form of Reneo Support Agreement. | 8-K | 5/13/2024 | 10.1 | ||
| 10.21 | Form of OnKure Support Agreement. | 8-K | 5/13/2024 | 10.2 | ||
| 10.22 | Form of Lock-Up Agreement. | 8-K | 5/13/2024 | 10.3 | ||
| 10.23 | Subscription Agreement dated May 10, 2024. | 8-K | 5/13/2024 | 10.4 | ||
| 19 | Insider Trading Policy. | X | ||||
| 21.1 | Subsidiaries of the Registrant. | X | ||||
| 23.1 | Consent of independent registered public accounting firm. | X | ||||
| 24.1 | Power of Attorney (see signature page). | X | ||||
| ExhibitNumber | Description | Form | Filing Date | Number | FiledHerewith | |
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.1 | † | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
| 97 | OnKure Therapeutics, Inc. Compensation Recovery Policy. | X | ||||
| 101. INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | X | ||||
† This certification shall not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
- Indicates Management contract or compensatory plan.
Pursuant to Item 601(b)(10) of Regulation S-K, certain portions of this exhibit have been omitted by means of marking such portions with asterisks because the Registrant has determined that the information is not material and is the type that the Registrant treats as private or confidential.
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