OnKure, Inc. entered into an agreement to acquire Reneo Pharmaceuticals, Inc. (NasdaqGM:RPHM) on May 10, 2024. Upon completion of the transaction, the combined company is expected to operate under the name OnKure Therapeutics, Inc., and trade on the Nasdaq Global Market under the ticker symbol ?OKUR?. Following the merger, the combined company will be led by Nicholas Saccomano, President and Chief Executive Officer of OnKure, and other members of the OnKure management team. Reneo Pharmaceuticals will be renamed ?OnKure Therapeutics, Inc.? and the corporate headquarters will be located in Boulder, CO. The merger agreement provides that the board of directors of the combined company will be composed of eight members, including six board members chosen by OnKure and two members from the legacy Reneo board. The agreement contains certain termination rights of each of Reneo and OnKure. Upon termination of the Merger Agreement under specified circumstances, Reneo may be required to pay OnKure a termination fee of $3 million, and in certain other circumstances, OnKure may be required to pay Reneo a termination fee of $3 million.

The transaction has been unanimously approved by the board of directors of both companies. The transactions are subject to stockholder approval by both companies, the effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission, a condition that Reneo Pharmaceuticals have at least $55 million in net cash at the closing (excluding proceeds from the concurrent PIPE financing), the continued listing of the combined company on Nasdaq, and satisfaction of other customary closing conditions. The merger is expected to close in 2024.

Leerink Partners acted as exclusive financial advisor and fairness opinion provider to Reneo. Jonn R. Beeson of Jones Day and Cooley LLP acted as legal counsel for Reneo. Oppenheimer & Co. acted as capital markets advisor to OnKure. Ethan P. Lutske of Wilson Sonsini Goodrich & Rosati, P.C. acted as legal counsel to OnKure.