RPHM Reneo Pharmaceuticals Inc

As filed with the Securities and Exchange Commission on December 9, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ONKURE THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		47-2309515
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

6707 Winchester Circle, Suite 400 Boulder, Colorado 80301

(Address of Principal Executive Offices, including zip code)

 

OnKure Therapeutics, Inc. 2024 Equity Incentive Plan
OnKure Therapeutics, Inc. 2024 Employee Stock Purchase Plan

OnKure, Inc. 2011 Stock Incentive Plan

OnKure, Inc. 2021 Stock Incentive Plan

OnKure, Inc. 2023 RSU Equity Incentive Plan

(Full title of the plan)

Nicholas A. Saccomano
President and Chief Executive Officer
6707 Winchester Circle, Suite 400

Boulder, CO 80301

(720) 307-2892

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Tony Jeffries

Jennifer Knapp

Phillip McGill

Wilson Sonsini Goodrich & Rosati, P.C.

1155 Canyon Blvd., Suite 400

Boulder, CO 80302

(303) 256-5900

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				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 7(a)(2)(B) of the Securities Act. ☐

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EXPLANATORY NOTE

 

This Registration Statement on Form S-8 (the “Registration Statement”) is filed by OnKure Therapeutics, Inc. (the “Registrant”) for the purpose of registering an aggregate of 3,959,930 shares of the Registrant’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), consisting of (i) 1,673,179 shares issuable under the Company’s 2024 Equity Incentive Plan (the “2024 Plan”), representing 737,338 shares of Class A Common Stock reserved for issuance under the 2024 Plan as of the date of this Registration Statement, and up to an additional 935,841 shares of Class A Common Stock that may become issuable under the 2024 Plan pursuant to its terms as a result of the forfeiture or termination of awards under the prior Reneo Pharmaceuticals, Inc. 2021 Equity Incentive Plan or the forfeiture or termination of awards assumed by OnKure Therapeutics, Inc. that were granted under the prior OnKure, Inc. 2011 Stock Incentive Plan (the “2011 Plan”), the prior OnKure, Inc. 2021 Stock Incentive Plan (the “2021 Plan"), and/or the prior OnKure, Inc. 2023 RSU Equity Incentive Plan (the “2023 Plan”), (ii) 1,742,662 shares of Class A Common Stock which are subject to currently outstanding stock options under the 2024 Plan, (iii) 137,500 shares of Class A Common Stock reserved for issuance under the Company’s 2024 Employee Stock Purchase Plan, (iv) 221 shares of Class A Common Stock which are subject to currently outstanding stock options under the 2011 Plan, (v) 193,114 shares of Class A Common Stock which are subject to currently outstanding stock options under the 2021 Plan, and (vi) 213,254 restricted stock units covering shares of Class A Common Stock currently outstanding under the 2023 Plan.

 

PART I

INFORMATION REQUIRED IN THE PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “SEC”):

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All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) authorizes a corporation to indemnify its directors and officers against liabilities arising out of actions, suits and proceedings to which they are made or threatened to be made a party by reason of the fact that they have served or are currently serving as a director or officer to a corporation. The indemnity may cover expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with any such action, suit or proceeding. Section 145 permits corporations to pay expenses (including attorneys’ fees) incurred by directors and officers in advance of the final disposition of such action, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against them and incurred by them in their capacity as a director or officer, or arising out of their status as such, whether or not the corporation would have the power to indemnify the director or officer against such liability under Section 145.

We have adopted provisions in our charter that eliminate or limit the personal liability of our directors to the fullest extent permitted by the DGCL, as it now exists or may in the future be

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amended. Consequently, a director will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:

These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission.

In addition, our bylaws provide that:

We have entered into separate indemnification agreements with our directors and officers that may be broader than the specific indemnification provisions contained in the DGCL. We have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our certificate of incorporation. Our bylaws also permit us to maintain insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification. We have obtained a policy of director’s and officer’s liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. These indemnification provisions and the indemnification agreements may be sufficiently broad to permit indemnification of directors and officers for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The Registrant has filed the exhibits listed on the accompanying Exhibit Index of this Registration Statement.

 

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EXHIBIT INDEX

Exhibit Number	Exhibit Description	Incorporated by Reference
				Form	File No.	Exhibit	Filing Date
4.1	Amended and Restated Certificate of Incorporation, as amended, of OnKure Therapeutics, Inc.	8-K	001-40315	3.2	October 8, 2024
4.2	Amended and Restated Bylaws of OnKure Therapeutics, Inc.	8-K	001-40315	3.3	October 8, 2024
4.3	Specimen Common Stock Certificate.	S-1	333-254534	4.1	April 5, 2021
4.4	2024 Equity Incentive Plan and forms of agreement thereunder.	8-K	001-40315	10.14	October 8, 2024
4.5	2024 Employee Stock Purchase Plan	8-K	001-40315	10.15	October 8, 2024
4.6	OnKure, Inc. 2011 Stock Incentive Plan, as amended, and forms of agreement thereunder.	8-K	001-40315	10.16	October 8, 2024
4.7	OnKure, Inc. 2021 Stock Incentive Plan, as amended, and forms of agreement thereunder.	8-K	001-40315	10.17	October 8, 2024
4.8	OnKure, Inc. 2023 RSU Equity Incentive Plan, and forms of agreement thereunder.	8-K	001-40315	10.18	October 8, 2024
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1	Consent of Ernst & Young LLP, independent registered public accounting firm.
23.2	Consent of KPMG LLP, independent registered public accounting firm.
23.3	Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1 hereto).
24.1	Power of Attorney (included on the signature page hereto).
107	Filing Fee Table

Item 9. Undertakings.

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the

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Registration Statement; provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boulder, State of Colorado, on December 9, 2024.

ONKURE THERAPEUTICS, INC.
By:		/s/ Nicholas A. Saccomano
		Nicholas A. Saccomano
		President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Nicholas A. Saccomano and Jason Leverone, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments) on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy, and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact, proxy and agent, or any substitute of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature		Title		Date
/s/ Nicholas A. Saccomano Nicholas A. Saccomano		Chief Executive Officer, President and Director (Principal Executive Officer)		December 9, 2024
/s/ Jason Leverone Jason Leverone		Chief Financial Officer (Principal Financial and Accounting Officer)		December 9, 2024
/s/ R. Michael Carruthers R. Michael Carruthers		Director		December 9, 2024
/s/ Michael Grey Michael Grey		Director		December 9, 2024
/s/ Valerie M. Jansen Valerie M. Jansen		Director		December 9, 2024
/s/ Isaac Manke Isaac Manke		Director		December 9, 2024

 

/s/ Edward T. Mathers		Director		December 9, 2024
Edward T. Mathers
/s/ Andrew Phillips		Chairman		December 9, 2024
Andrew Phillips

 

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	Wilson Sonsini Goodrich & Rosati Professional Corporation 1155 Canyon Blvd., Suite 400 Boulder, CO 80302-5148 o: 303.256.5900

December 9, 2024

OnKure Therapeutics, Inc.

6707 Winchester Circle, Suite 400

Boulder, CO 80301

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by OnKure Therapeutics, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 3,959,930 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), consisting of (i) 1,673,179 shares issuable under the Company’s 2024 Equity Incentive Plan (the “2024 Plan”), representing 737,338 shares of Class A Common Stock reserved for issuance under the 2024 Plan as of the date of this Registration Statement, and up to an additional 935,841shares of Class A Common Stock that may become issuable under the 2024 Plan pursuant to its terms as a result of the forfeiture or termination of awards under the prior Reneo Pharmaceuticals, Inc. 2021 Equity Incentive Plan or the forfeiture or termination of awards assumed by OnKure Therapeutics, Inc. that were granted under the prior OnKure, Inc. 2011 Stock Incentive Plan (the “2011 Plan”), the prior OnKure, Inc. 2021 Stock Incentive Plan (the “2021 Plan”), and/or the prior OnKure, Inc. 2023 RSU Equity Incentive Plan (the “2023 Plan”), (ii) 1,742,662 shares of Class A Common Stock which are subject to currently outstanding stock options under the 2024 Plan, (iii) 137,500 shares of Class A Common Stock reserved for issuance under the Company’s 2024 Employee Stock Purchase Plan, (iv) 221 shares of Class A Common Stock which are subject to currently outstanding stock options under the 2011 Plan, (v) 193,114 shares of Class A Common Stock which are subject to currently outstanding stock options under the 2021 Plan, and (vi) 213,254 restricted stock units covering shares of Class A Common Stock currently outstanding under the 2023 Plan. As the Company’s legal counsel, we have reviewed the actions proposed to be taken by the Company in connection with the issuance and sale of the Shares to be issued under such plans (which plans are referred to herein as the “Plans”).

It is our opinion that the Shares, when issued and sold in the manner referred to in the Plans and pursuant to the agreements that accompany the Plans, will be legally and validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.

 

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Very truly yours,

WILSON SONSINI GOODRICH & ROSATI,

Professional Corporation

/s/ Wilson Sonsini Goodrich & Rosati, P.C.

 

 

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Exhibit 23.1

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2024 Equity Incentive Plan, 2024 Employee Stock Purchase Plan, 2011 Stock Incentive Plan, 2021 Stock Incentive Plan, and 2023 RSU Equity Incentive Plan of OnKure Therapeutics, Inc. (formerly Reneo Pharmaceuticals, Inc.) of our report dated March 28, 2024 (except for the last paragraph of Note 1, as to which the date is October 23, 2024), with respect to the consolidated financial statements of Reneo Pharmaceuticals, Inc. included in the OnKure Therapeutics, Inc. Registration Statement (Form S-1 No. 333-282792), filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

San Diego, California

December 9, 2024

 

 

 

 

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Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated May 13, 2024, with respect to the financial statements of OnKure, Inc., incorporated herein by reference.

 

/s/ KPMG LLP

Denver, Colorado

December 9, 2024

 

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Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

OnKure Therapeutics, Inc.

 

(Exact name of registrant as specified in its charter)

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Table 1 - Newly Registered Securities

 

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)				Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price			Fee Rate			Amount of Registration Fee
Equity	Class A Common Stock, par value $0.0001 per share, reserved for issuance under the Registrant's 2024 Equity Incentive Plan	Rule 457(c) and Rule 457(h)		1,673,179		(2)	$	14.32		(8)	$	23,959,923.28			0.0001531		$	3,668.26
Equity	Class A Common Stock, par value $0.0001 per share, that may be issued pursuant to the exercise of outstanding stock options under the Registrant’s 2024 Equity Incentive Plan	Rule 457(h)		1,742,662		(3)	$	18.19		(9)	$	31,699,021.78			0.0001531		$	4,853.12
Equity	Class A Common Stock, par value $0.0001 per share, reserved for issuance under the Registrant's 2024 Employee Stock Purchase Plan	Rule 457(c) and Rule 457(h)		137,500		(4)	$	12.18		(10)	$	1,674,750.00			0.0001531		$	256.40
Equity	Class A Common Stock, par value $0.0001 per share, that may be issued pursuant to the exercise of outstanding stock options under the OnKure, Inc. 2011 Stock Incentive Plan	Rule 457(h)		221		(5)	$	4.24		(11)	$	937.04			0.0001531		$	0.14
Equity	Class A Common Stock, par value $0.0001 per share, that may be issued pursuant to the exercise of outstanding stock options under the OnKure, Inc. 2021 Stock Incentive Plan	Rule 457(h)		193,114		(6)	$	16.56		(12)	$	3,197,967.84			0.0001531		$	489.61
Equity	Class A Common Stock, par value $0.0001 per share, that may be issued pursuant to the settlement of outstanding restricted stock units under the OnKure, Inc. 2023 RSU Equity Incentive Plan	Rule 457(c) and Rule 457(h)		213,254		(7)	$	14.32		(13)	$	3,053,797.28			0.0001531		$	467.54
Total Offering Amounts				3,959,930							$	63,586,397.22					$	9,735.07
Total Fee Offsets (14)																	$	-
Net Fee Due																	$	9,735.07

 

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