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425 1 d870918d425.htm 425 425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: (Date of earliest event reported): September 26, 2024

Reneo Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40315

47-2309515

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

18575 Jamboree Road, Suite 275-S

Irvine, California

92612

(Address of principal executive offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (858) 283-0280

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, par value $0.0001 per share	RPHM	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders

At a special meeting of the stockholders of Reneo Pharmaceuticals, Inc. (“Reneo” or the “Company”) held on September 26, 2024 (the “Reneo Special Meeting”), the Company’s stockholders voted on the proposals set forth below relating to the Agreement and Plan of Merger, dated as of May 10, 2024 (the “Merger Agreement”), by and among the Company, OnKure, Inc., a Delaware corporation (“OnKure”), Radiate Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Reneo (“Merger Sub I”), and Radiate Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Reneo, pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub I will merge with and into OnKure (the “Merger”), with Merger Sub I ceasing to exist and OnKure surviving the Merger as a direct, wholly owned subsidiary of Reneo (Reneo following the Merger, “NewCo”). The proposals are described in detail in the Company’s definitive proxy statement/prospectus filed with the Securities and Exchange Commission (the “SEC”) on August 26, 2024 (as amended or supplemented thereafter) (the “Proxy Statement”), and first mailed to the Company’s stockholders on or about August 27, 2024. The final voting results regarding each proposal are set forth below. There were 33,428,808 shares of the Company’s common stock outstanding and entitled to vote on August 19, 2024, the record date for the Reneo Special Meeting, and 21,978,803 shares of the Company’s common stock were represented virtually or by proxy at the Reneo Special Meeting, which number constituted a quorum. Capitalized terms used but not defined herein have the meanings assigned to them in the proxy statement/prospectus.

Proposal No. 1. Approval of, for purposes of Nasdaq Listing Rule 5635(a) and (b), the issuance of shares of NewCo Common Stock pursuant to the terms of the Merger Agreement and the change of control of Reneo resulting from the Merger.

SEC Form 425 filed by Reneo Pharmaceuticals Inc.