RPHM Reneo Pharmaceuticals Inc

As filed with the Securities and Exchange Commission on March 10, 2025

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

(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 (i) 667,355 additional shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) of the Registrant reserved for issuance under the 2024 Equity Incentive Plan (the “2024 Plan”), pursuant to the provision of the 2024 Plan providing for an automatic increase in the number of shares reserved for issuance under the 2024 Plan, and (ii) 133,471 additional shares of Class A Common Stock of the Registrant reserved for issuance under the 2024 Employee Stock Purchase Plan (the “2024 ESPP”), pursuant to the provision of the 2024 ESPP providing for an automatic increase in the number of shares reserved for issuance under the 2024 ESPP.

 

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant previously registered shares of its Class A Common Stock for issuance under the 2024 Plan and the 2024 ESPP on a Registration Statement on Form S-8 filed by the Registrant with the Securities and Exchange Commission on December 9, 2024 (File No. 333-283693) (the “Previous Form S-8”). Accordingly, pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Previous Form S-8, including the information incorporated by reference therein and the periodic reports filed after the Previous Form S-8 to maintain current information about the Registrant, except as set forth below.

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

All other reports or 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, shall be deemed to be incorporated by reference herein and to be a part of this registration statement from the date of filing such reports and documents; provided, however, that reports, documents and information, or portions thereof, 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

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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 8. Exhibits.

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

 

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	2024 Equity Incentive Plan and forms of agreement thereunder.	8-K	001-40315	10.14	October 8, 2024
4.4	2024 Employee Stock Purchase Plan	8-K	001-40315	10.15	October 8, 2024
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1	Consent of KPMG LLP, independent registered public accounting firm.
23.2	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

 

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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 March 10, 2025.

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)		March 10, 2025
/s/ Jason Leverone Jason Leverone		Chief Financial Officer (Principal Financial and Accounting Officer)		March 10, 2025
/s/ R. Michael Carruthers R. Michael Carruthers		Director		March 10, 2025
/s/ Michael Grey Michael Grey		Director		March 10, 2025
/s/ Valerie M. Jansen Valerie M. Jansen		Director		March 10, 2025
/s/ Isaac Manke Isaac Manke		Director		March 10, 2025

 

/s/ Edward T. Mathers		Director		March 10, 2025
Edward T. Mathers
/s/ Andrew Phillips		Chairman		March 10, 2025
Andrew Phillips

 

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	Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 o: (650) 493-9300  f: (650) 493-6811

March 10, 2025

OnKure Therapeutics, Inc.

6707 Winchester Circle, Suite 400

Boulder, CO 80301

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

At your request, 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 (the “Commission”) on or about the date hereof, relating to the registration under the Securities Act of 1933, as amended (the “Act”), of shares of your Class A common stock, par value $0.0001 per share (the “Shares”), consisting of: (i) 667,355 shares of Class A common stock to be issued under the Company’s 2024 Equity Incentive Plan (the “2024 Plan”) and (ii) 133,471 shares of Class A common stock to be issued under the Company’s 2024 Employee Stock Purchase Plan (the “2024 ESPP” and, together with the 2024 Plan, the “Plans”). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plans.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in the manner described in the Plans and pursuant to the agreements that accompany the Plans, will be legally and validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement and to the use of our name wherever it appears in the Registration Statement and in 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 Commission thereunder.

 

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 Independent Registered Public Accounting Firm

We consent to the use of our report dated March 10, 2025, with respect to the consolidated financial statements of OnKure Therapeutics, Inc., incorporated herein by reference.

 

/s/ KPMG LLP

Denver, Colorado

March 10, 2025

 

 

 

 

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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)

Table 1 - Newly Registered Securities

 

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered				Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price			Fee Rate			Amount of Registration Fee
(1)	Equity	Class A Common Stock, par value $0.0001 per share, reserved for issuance under the Registrant's 2024 Equity Incentive Plan	Other		667,355			$	4.91			$	3,276,713.05			0.0001531		$	501.66
(2)	Equity	Class A Common Stock, par value $0.0001 per share, reserved for issuance under the Registrant's 2024 Employee Stock Purchase Plan	Other		133,471			$	4.18			$	557,908.78			0.0001531		$	85.42
	Total Offering Amounts				800,826							$	3,834,621.83					$	587.08
	Total Fee Offsets																	$	-
	Net Fee Due																	$	587.08

 

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