Onkure Therapeutics, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K covers events occurring on June 3, 2026, specifically the Company's 2026 Annual Meeting of Stockholders. Onkure Therapeutics, Inc. is a Delaware corporation with its principal executive offices in Boulder, Colorado, and its Class A Common Stock trades on The Nasdaq Stock Market under the symbol OKUR.
Key Financial Metrics
This filing is a current report regarding corporate governance and equity plan amendments. It does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. Investors should refer to the Company's most recent Form 10-K or 10-Q for financial statements.
Material Changes and Corporate Actions
- Equity Incentive Plan Amendment: Stockholders approved the Amended and Restated 2024 Equity Incentive Plan. Key changes include:
- A one-time increase of approximately 8% of outstanding shares (3,231,638 shares) reserved for issuance.
- Removal of the annual "evergreen" share limit (previously 2,407,100 shares post-split), while maintaining an annual increase of 5% of outstanding shares.
- Limitations on the number of shares issuable as incentive stock options.
- Director Elections: R. Michael Carruthers, Valerie M. Jansen, M.D., Ph.D., and Edward T. Mathers were elected as Class II directors until the 2029 Annual Meeting.
- Auditor Ratification: Stockholders ratified the selection of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
Voting Results
| Proposal | For | Against | Abstentions |
|---|---|---|---|
| Election of Directors (R. Michael Carruthers) | 19,776,757 | 147,236 | - |
| Election of Directors (Valerie M. Jansen) | 17,796,919 | 2,127,074 | - |
| Election of Directors (Edward T. Mathers) | 19,855,396 | 68,597 | - |
| Ratification of KPMG LLP | 25,329,425 | 60,370 | 321 |
| Approval of Amended Equity Plan | 16,431,575 | 3,490,523 | 1,895 |
Outlook, Risks, and Management Commentary
The filing does not contain forward-looking guidance, management commentary on financial outlook, or specific risk factors beyond the standard incorporation by reference of the Proxy Statement. The primary focus is the successful execution of the Annual Meeting agenda.
Key Facts for Investor Verification
- Verify the impact of the 3,231,638 share increase and the removal of the annual evergreen cap on potential future dilution.
- Review the full text of the Amended and Restated 2024 Equity Incentive Plan (Exhibit 10.1) for specific terms regarding incentive stock option limits.
- Confirm the tenure of the newly elected directors (Class II) extending through the 2029 Annual Meeting.
- Note that the filing references a 1:10 reverse stock split effected on October 4, 2024, which impacts historical share counts and the previous evergreen limit.