OnKure Therapeutics Inc-A 2025年度报告

Securities registered pursuant to Section 12(g) of the Act:None YesնNoշ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesնNoշ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesշNoն Indicate by check mark whether the Registrant has submitted electronically; every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YesշNoն 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 thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer Large accelerated filer Non-accelerated filer 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 accountingstandards provided pursuant to Section 13(a) of the Exchange Act.ն Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting underSection 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.ն If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executiveofficers during the relevant recovery period pursuant to §240.10D-1(b).ն Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesնNoշ Based on the closing price of $2.39 as reported on The Nasdaq Global Market, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on June 30,2025 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $28.0 million. This calculation does not reflect a determination that certainpersons are affiliates of the registrant for other purposes. As of March 11, 2026, the registrant had 13,673,565 shares of Class A common stock, $0.0001 par value per share outstanding. Auditor Location: Denver, CO TABLE OF CONTENTS PART IItem 1. Business7Item 1A. Risk Factors35Item 1B. Unresolved Staff Comments85Item 1C. Cybersecurity85Item 2. Properties86Item 3. Legal Proceedings86Item 4. Mine Safety Disclosures86PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities87Item 6. [Reserved]87Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations88Item 7A. Quantitative and Qualitative Disclosures About Market Risk94Item 8. Financial Statements and Supplementary Data94Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure120Item 9A. Controls and Procedures120Item 9B. Other Information120Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections120PART IIIItem 10. Directors, Executive Officers and Corporate Governance121Item 11. Executive Compensation129Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters139Item 13. Certain Relationships and Related Transactions, and Director Independence142Item 14. Principal Accountant Fees and Services145PART IVItem 15. Exhibit and Financial Statement Schedules147Item 16. Form 10-K Summary150 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements that involve substantial risks anduncertainties. All statements other than statements of historical facts contained in this Annual Report on Form 10-K,including statements regarding our future results of operations and financial position, business strategy, developmentplans, planned preclinical studies and clinical trials, future results of clinical trials, expected research anddevelopment costs, regulatory strategy, timing and likelihood of success, as well as plans and objectives ofmanagement for future operations, are forward-looking statements. In some cases