8-K - OnKure Therapeutics, Inc. | StockGist

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OnKure Therapeutics entered into a $150 million private placement to fund its next-generation PI3Kα pan-mutant programs and appointed a new director designated by the lead investor.

Key Takeaways

1OnKure entered into a securities purchase agreement for a private placement expected to generate approximately $150 million in gross proceeds.

2The company will issue 26,713,636 shares of common stock at $4.15 per share and pre-funded warrants for 9,430,959 shares at $4.1499 per underlying warrant share.

3Net proceeds will fund preclinical and clinical development of OKI-345 and OKI-355, with IND submissions planned for the first half of 2027.

4The lead investor, AI Biotechnology LLC, obtained a director designation right, resulting in the election of Dr. Liam Ratcliffe to the board contingent on the closing.

5The company provided updates on its clinical programs, noting it does not plan to pursue further independent development of OKI-219 at this time.

Current Report Details

Event Type

Management Change+4 More

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement. Securities Purchase Agreement On March 27, 2026, OnKure Therapeutics, Inc. (the “Company”) entered into a securities

Material Agreement

$4.15$4.15$150.0M

Source Document

3.02

| Unregistered Sales of Equity Securities. | |---|---| The disclosures set forth in Item 1.01 above regarding the Private Placement are incorporated in this Ite

Securities Issuance

5.02

| Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |---|---|

Management Change

8.01

| Other Events. | |---|---| On March 27, 2026, the Company provided certain updates set forth below. Next-Generation PI3K α Pan-Mutant Programs The Company’s po

Other Event

9.01

| Financial Statements and Exhibits. | |---|---| (d) Exhibits Exhibit Number: 4.1 | Description: Form of Pre-Funded Warrant Exhibit Number: 10.1 | Description

Exhibits Only

Executive & Director Changes

Dr. Liam Ratcliffe

Class I director

elected

Effective: 2026-03-27

Pursuant to the director designation right granted to the Lead Investor pursuant to the Purchase Agreement.

Transaction Details

Material Agreement

Agreement: Securities Purchase Agreement
Parties: OnKure Therapeutics, Inc., certain institutional accredited investors

•The company agreed to issue and sell shares and pre-funded warrants in a private placement.
•The private placement is expected to close on March 31, 2026, subject to customary closing conditions.
•The agreement contains customary representations, warranties, covenants, indemnification obligations, and other obligations.
•Executive officers and directors agreed to a lock-up until the later of 180 days after closing or the effective date of the registration statement.
•The lead investor, AI Biotechnology LLC, has the right to designate a nominee to the board of directors subject to ownership conditions.

Exhibits (4)

10.1

EX-10.1

10.2

EX-10.2

4.1

EX-4.1

8-K