Form SC 13G - Statement of Beneficial Ownership by Certain Investors
October 09 2024 - 4:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
ONKURE
THERAPEUTICS, INC.
(Name of Issuer)
Class A
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
68277Q105
(CUSIP Number)
October 4, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☑ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| 1. |
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NAMES OF REPORTING PERSONS
Acorn Bioventures, L.P. |
| 2. |
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☐ (b) ☑
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| 3. |
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SEC USE ONLY
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| 4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
1,439,674 |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
1,439,674 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
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| 9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,439,674 |
| 10. |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11. |
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 11.4% |
| 12. |
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TYPE OF REPORTING PERSON
PN |
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| 1. |
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NAMES OF REPORTING PERSONS
Acorn Capital Advisors GP, LLC |
| 2. |
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☐ (b) ☑
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| 3. |
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SEC USE ONLY
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| 4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
1,439,674 |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
1,439,674 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
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| 9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,439,674 |
| 10. |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11. |
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 11.4% |
| 12. |
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TYPE OF REPORTING PERSON
OO |
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| 1. |
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NAMES OF REPORTING PERSONS
Anders Hove |
| 2. |
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☐ (b) ☑
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| 3. |
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SEC USE ONLY
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| 4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION United States of
America |
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| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
1,439,674 |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
1,439,674 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
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| 9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,439,674 |
| 10. |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11. |
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 11.4% |
| 12. |
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TYPE OF REPORTING PERSON
IN |
Onkure Therapeutics, Inc. (the “Issuer”)
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(b) |
Address of Issuer’s Principal Executive Offices: |
6707 Winchester Circle, Suite 400
Boulder, CO 80301
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(a) – (c) |
Name of Persons Filing; Address; Citizenship: |
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(i) |
Acorn Bioventures, L.P., a Delaware limited partnership (“Acorn”); |
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(ii) |
Acorn Capital Advisors GP, LLC, a Delaware limited liability company (“Acorn GP”). Acorn GP is the
general partner of Acorn. |
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(iii) |
Anders Hove, a citizen of the United States of America. Mr. Hove is the manager of Acorn GP.
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The address of the principal business office of the Reporting Persons is 420 Lexington Avenue, Suite 2626, New York, NY
10170.
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(d) |
Title of Class of Securities: |
Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”)
68277Q105
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| Item 3. |
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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Broker or dealer registered under Section 15 of the Act; |
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(b) |
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☐ |
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Bank as defined in Section 3(a)(6) of the Act; |
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(c) |
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☐ |
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Insurance company as defined in Section 3(a)(19) of the Act; |
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(d) |
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Investment company registered under Section 8 of the Investment Company Act of 1940; |
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(e) |
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
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(g) |
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☐ |
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; |
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(j) |
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A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
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(k) |
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
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If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
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| (a) and (b) |
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Amount beneficially owned: |
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The information set forth in rows 5 through 11 of the cover pages is incorporated by reference into this Item 4. |
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| (c) |
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Number of shares as to which such person has: |
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| Reporting Person |
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Sole Voting
Power |
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Shared
Voting
Power |
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Sole
Dispositive
Power |
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Shared
Dispositive
Power |
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Percentage of
Class A
Common Stock
Outstanding |
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| Acorn |
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1,439,674 |
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0 |
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1,439,674 |
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0 |
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11.4 |
%* |
| Acorn GP |
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1,439,674 |
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0 |
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1,439,674 |
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0 |
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11.4 |
%* |
| Anders Hove |
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1,439,674 |
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0 |
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1,439,674 |
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0 |
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11.4 |
%* |
| * |
The percent of class was calculated based upon 12,652,811 shares of Class A Common Stock outstanding as of
October 4, 2024, as reported in the Current Report on Form 8-K filed by the Issuer on October 8, 2024. |
| Item 5. |
Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person. |
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. |
Notice of Dissolution of Group. |
Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: October 9, 2024
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| ACORN BIOVENTURES, L.P. |
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| By: |
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Acorn Capital Advisors GP, LLC |
| Its: |
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General Partner |
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| /s/ Anders Hove |
| Name: Anders Hove |
| Title: Manager |
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| ACORN CAPITAL ADVISORS GP, LLC |
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| /s/ Anders Hove |
| Name: Anders Hove |
| Title: Manager |
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/s/ Anders Hove |
| ANDERS HOVE |
EXHIBIT INDEX
Exhibit
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| 99.1 |
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Joint Filing Statement |
EXHIBIT 99.1
Joint Filing Agreement
The undersigned
acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained
herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
Date: October 9, 2024
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| ACORN BIOVENTURES, L.P. |
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| By: |
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Acorn Capital Advisors GP, LLC |
| Its: |
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General Partner |
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| /s/ Anders Hove |
| Name: Anders Hove |
| Title: Manager |
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| ACORN CAPITAL ADVISORS GP, LLC |
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| /s/ Anders Hove |
| Name: Anders Hove |
| Title: Manager |
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/s/ Anders Hove |
| ANDERS HOVE |
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