.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Defined terms included below have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K of which this exhibit forms a part, including and 99.2 thereto, unless defined below.
On May 10, 2024, Reneo entered into the Merger Agreement with Merger Sub I, Merger Sub II and Legacy OnKure, pursuant to which, on the Closing Date, (i) Reneo changed its name to “OnKure Therapeutics, Inc.” and (ii) Merger Sub I merged with and into Legacy OnKure in the Merger, with Legacy OnKure surviving the Merger as a wholly owned subsidiary of OnKure Therapeutics, Inc. On October 4, 2024, the Merger was consummated and the Combined Company’s shares began trading on Nasdaq on October 7, 2024 under the ticker symbol “OKUR”.
On October 4, 2024, in connection with the closing of transactions contemplated by the Merger Agreement, Reneo effected the Reverse Stock Split, whereby each ten shares of Reneo’s common stock was combined into one share of Reneo’s Class A Common Stock.
On October 4, 2024:
Concurrently with the closing of the Merger, Reneo completed a private placement with certain investors (the “PIPE Investors”) to purchase 2,839,005 shares of Class A Common Stock at a price per share of $22.895 per share for an aggregate purchase price of approximately $65.0 million, including the conversion of outstanding convertible notes and accrued but unpaid interest thereon held by certain Legacy OnKure investors (the “Concurrent PIPE Investments”). In connection with the Concurrent PIPE Investments, Reneo entered into a registration rights agreement with the PIPE Investors, pursuant to which Reneo agreed to use commercially reasonably efforts to prepare and file a registration statement with the SEC within 45 calendar days after the Closing Date, registering the resale of the shares of Class A Common Stock issued pursuant to the Concurrent PIPE Investments. Such registration statement was declared effective on October 30, 2024.
Immediately after the Effective Time, following the consummation of the Concurrent PIPE Investments, Legacy OnKure stockholders owned approximately 53.6%, pre-Merger Reneo stockholders owned approximately 25.1%, and the PIPE Investors owned approximately 21.3% of the Combined Company’s outstanding common stock.
In addition, a majority of options to purchase Reneo common stock issued pursuant to a Reneo equity plan or otherwise ("Reneo Options") and restricted stock units corresponding to shares of Reneo common stock issued pursuant to a Reneo equity plan or otherwise ("Reneo RSUs") outstanding as of immediately prior to the Effective Time were accelerated in full as of immediately prior to the Effective Time and remain outstanding following the Merger. These Reneo Options and Reneo RSUs generally will be subject to the same terms and conditions as were applicable to such Reneo Options and Reneo RSUs as of immediately prior to the Effective Time, except that as of the Effective Time, such Reneo Options and Reneo RSUs cover shares of Class A Common Stock instead of Reneo common stock. However, Reneo Options held by directors and executive officers have extended periods of exercisability and Reneo RSUs held by directors and executive officers are subject to a lock-up for 90 days after the Closing.
The unaudited pro forma condensed combined financial statements include adjustments to reflect the amendment and/or termination of multiple operating leases as required by the Merger Agreement, as well as the abandonment and/or disposal of tenant improvements, furniture and equipment (see Notes to the unaudited pro forma condensed combined financial statements). The unaudited pro forma condensed combined financial information gives effect to the Merger, which has been accounted for as a reverse recapitalization under GAAP. Legacy OnKure is considered to be the accounting acquirer for financial reporting purposes because on the Closing Date, the pre-combination assets of Reneo were primarily cash, cash equivalents, short-term investments, and other non-operating assets. In addition, this determination is based on the expectation that, immediately following the Merger: (i) Legacy OnKure stockholders will own a substantial majority of the voting rights of the Combined Company; (ii) Legacy OnKure will designate a majority (six of eight) of the initial members of the board of directors of the Combined Company; and (iii) Legacy OnKure’s management team will continue as the management team of the Combined Company. The Combined Company was renamed “OnKure Therapeutics, Inc.” and is headquartered in Boulder, Colorado. Accordingly, the Merger is treated for accounting purposes as the equivalent of Legacy OnKure issuing stock to acquire the net assets of Reneo. As a result of Legacy OnKure being treated as the accounting acquirer, Legacy OnKure’s assets and liabilities was recorded at their pre-combination carrying amounts and Reneo’s assets and liabilities was measured and recognized at their fair values as of the Effective Time. At completion of the Merger, the historical financial statements of Legacy OnKure became the historical consolidated financial statements of the Combined Company.
The unaudited pro forma condensed combined balance sheet data assumes that the Merger took place on September 30, 2024 and combines the historical balance sheets of Reneo and Legacy OnKure as of such date. The unaudited pro forma condensed combined statements of operations and comprehensive loss for the nine-month period ended September 30, 2024 and for the year ended December 31, 2023 assume that the Merger took place as of January 1, 2023 and combines the historical results of Reneo and Legacy OnKure for the periods then ended. The unaudited proforma condensed combined financial information was prepared pursuant to the rules and regulations of Rule 8-05 and Article 11 of SEC Regulation S-X.
The unaudited pro forma condensed combined financial statements have been derived from and should be read in connection with:
The unaudited pro forma condensed combined financial information is provided for illustrative purposes only, does not necessarily reflect what the actual consolidated results of operations and financial position would have been had the Merger occurred on the dates assumed and may not be useful in predicting the future consolidated results of operations or financial position of the Combined Company.
The unaudited pro forma condensed combined financial information is based on the assumptions and adjustments that are described in the accompanying notes. Accordingly, the pro forma adjustments are preliminary, subject to further revision as additional information becomes available and additional analyses are performed and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between these preliminary accounting conclusions and estimates and the final accounting conclusions and amounts may occur as a result of, among other reasons, (i) changes in initial assumptions in the determination of the accounting acquirer and related accounting, (ii) changes in the amount of cash used in Reneo’s operations, and (iii) other changes in Reneo’s assets and liabilities, which are expected to be completed after the Closing, and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial information and the Combined Company’s future results of operations and financial position.
The unaudited pro forma condensed combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies. The unaudited pro forma condensed combined financial information, including the notes thereto, should be read in conjunction with the separate historical financial statements of Reneo and Legacy OnKure, and their respective management’s discussion and analysis of financial condition and results of operations included elsewhere in this prospectus.
The accounting policies of Reneo may materially vary from those of Legacy OnKure. During preparation of the unaudited pro forma condensed combined financial information, management has performed a preliminary analysis and is not aware of any material differences, and accordingly, this unaudited pro forma condensed combined financial information assumes no material differences in accounting policies. Following the Merger, management is conducting a final review of Reneo’s accounting policies in order to determine if differences in accounting policies require adjustment or reclassification of Reneo’s results of operations or reclassification of assets or liabilities to conform to Legacy OnKure’s accounting policies and classifications. As a result of this review, management may identify differences that, when conformed, could have a material impact on these unaudited pro forma condensed combined financial statements.
Unaudited Pro Forma Condensed Combined Balance Sheets
As of September 30, 2024 (In thousands)
|
|
Historical |
|
|
|
|
|
|
|
|
|
|||||||
|
|
Legacy |
|
|
Reneo |
|
|
Transaction |
|
|
Note 4 |
|
Pro Forma |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
7,959 |
|
|
$ |
60,689 |
|
|
|
52,981 |
|
|
(a) |
|
$ |
120,988 |
|
|
|
|
— |
|
|
|
— |
|
|
|
(641 |
) |
|
(b) |
|
|
|
|
Short-term investments |
|
|
— |
|
|
|
15,979 |
|
|
|
- |
|
|
|
|
|
15,979 |
|
Prepaid expenses and other current assets |
|
|
3,998 |
|
|
|
331 |
|
|
|
(306 |
) |
|
(a) |
|
|
2,120 |
|
|
|
|
— |
|
|
|
— |
|
|
|
(1,903 |
) |
|
(e) |
|
|
|
|
Total current assets |
|
|
11,957 |
|
|
|
76,999 |
|
|
|
50,131 |
|
|
|
|
|
139,087 |
|
Property and equipment, net |
|
|
1,126 |
|
|
|
59 |
|
|
|
(59 |
) |
|
(d) |
|
|
1,126 |
|
Right-of-use assets |
|
|
367 |
|
|
|
440 |
|
|
|
(440 |
) |
|
(b) |
|
|
367 |
|
Other non-current assets |
|
|
58 |
|
|
|
147 |
|
|
|
(89 |
) |
|
(a) |
|
|
58 |
|
|
|
|
— |
|
|
|
— |
|
|
|
(58 |
) |
|
(b) |
|
|
|
|
Total assets |
|
$ |
13,508 |
|
|
$ |
77,645 |
|
|
|
49,485 |
|
|
|
|
$ |
140,638 |
|
Liabilities, convertible preferred stock and stockholders’ equity (deficit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accounts payable |
|
$ |
8,191 |
|
|
$ |
237 |
|
|
|
— |
|
|
|
|
$ |
8,428 |
|
Accrued expenses |
|
|
3,920 |
|
|
|
725 |
|
|
|
2,347 |
|
|
(e) |
|
|
12,454 |
|
|
|
|
— |
|
|
|
— |
|
|
|
770 |
|
|
(e) |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
4,692 |
|
|
(g) |
|
|
|
|
Convertible note payable |
|
|
5,986 |
|
|
|
— |
|
|
|
(5,986 |
) |
|
(f) |
|
|
— |
|
Private placement deposit |
|
|
— |
|
|
|
2,000 |
|
|
|
(2,000 |
) |
|
(a) |
|
|
— |
|
Operating lease liabilities, current portion |
|
|
220 |
|
|
|
286 |
|
|
|
(286 |
) |
|
(b) |
|
|
220 |
|
Other current liabilities |
|
|
116 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
116 |
|
Total current liabilities |
|
|
18,433 |
|
|
|
3,248 |
|
|
|
(463 |
) |
|
|
|
|
21,218 |
|
Operating lease liabilities, less current portion |
|
|
300 |
|
|
|
379 |
|
|
|
(379 |
) |
|
(b) |
|
|
300 |
|
Total liabilities |
|
|
18,733 |
|
|
|
3,627 |
|
|
|
(842 |
) |
|
|
|
|
21,518 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Series C convertible preferred stock |
|
|
129,825 |
|
|
|
— |
|
|
|
(129,825 |
) |
|
(h) |
|
|
— |
|
Stockholders’ equity (deficit): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common stock |
|
|
1 |
|
|
|
— |
|
|
|
1 |
|
|
(l) |
|
|
2 |
|
Additional paid-in capital |
|
|
2,231 |
|
|
|
309,969 |
|
|
|
54,586 |
|
|
(a) |
|
|
261,649 |
|
|
|
|
— |
|
|
|
— |
|
|
|
(2,673 |
) |
|
(e) |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
6,000 |
|
|
(f) |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
129,824 |
|
|
(h) |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
(313,648 |
) |
|
(k) |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
75,350 |
|
|
(k) |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
10 |
|
|
(i) |
|
|
|
|
Accumulated deficit |
|
|
(137,282 |
) |
|
|
(235,953 |
) |
|
|
(474 |
) |
|
(b) |
|
|
(142,531 |
) |
|
|
|
— |
|
|
|
— |
|
|
|
(59 |
) |
|
(d) |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
(2,347 |
) |
|
(e) |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
(14 |
) |
|
(f) |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
(4,692 |
) |
|
(g) |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
238,300 |
|
|
(k) |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
(10 |
) |
|
(i) |
|
|
|
|
Accumulated other comprehensive loss |
|
|
— |
|
|
|
2 |
|
|
|
(2 |
) |
|
(k) |
|
|
— |
|
Total stockholders’ equity (deficit) |
|
|
(135,050 |
) |
|
|
74,018 |
|
|
|
180,152 |
|
|
|
|
|
119,120 |
|
Total liabilities, convertible preferred stock, and stockholders’ equity (deficit) |
|
$ |
13,508 |
|
|
$ |
77,645 |
|
|
|
49,485 |
|
|
|
|
$ |
140,638 |
|
Unaudited Pro Forma Condensed Combined Statements of Operations and Comprehensive Loss
For the Nine Month Period Ended September 30, 2024
(In thousands, except share and per share amounts)
|
|
Historical |
|
|
|
|
|
|
|
|
|
|||||||
|
|
Legacy |
|
|
Reneo |
|
|
Transaction |
|
|
Note 4 |
|
Pro Forma |
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
$ |
29,434 |
|
|
$ |
6,436 |
|
|
$ |
— |
|
|
|
|
$ |
35,870 |
|
General and administrative |
|
|
6,253 |
|
|
|
14,155 |
|
|
|
(7,077 |
) |
|
(e) |
|
|
13,200 |
|
|
|
|
— |
|
|
|
— |
|
|
|
(40 |
) |
|
(d) |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
(91 |
) |
|
(i) |
|
|
|
|
Total operating expenses |
|
|
35,687 |
|
|
|
20,591 |
|
|
|
(7,208 |
) |
|
|
|
|
49,070 |
|
Loss from operations |
|
|
(35,687 |
) |
|
|
(20,591 |
) |
|
|
7,208 |
|
|
|
|
|
(49,070 |
) |
Other income |
|
|
456 |
|
|
|
3,112 |
|
|
|
— |
|
|
|
|
|
3,568 |
|
Net loss |
|
|
(35,231 |
) |
|
|
(17,479 |
) |
|
|
7,208 |
|
|
|
|
|
(45,502 |
) |
Unrealized losses on short-term investments |
|
|
— |
|
|
|
(6 |
) |
|
|
— |
|
|
|
|
|
(6 |
) |
Comprehensive loss |
|
$ |
(35,231 |
) |
|
$ |
(17,485 |
) |
|
$ |
7,208 |
|
|
|
|
$ |
(45,508 |
) |
Net loss per share attributable to common stockholders, |
|
$ |
(2.64 |
) |
|
$ |
(5.23 |
) |
|
|
|
|
|
|
$ |
(3.41 |
) |
|
Weighted-average shares used in computing net |
|
|
13,359,203 |
|
|
|
3,343,287 |
|
|
|
|
|
(j) |
|
|
13,340,605 |
|
|
Unaudited Pro Forma Condensed Combined Statements of Operations and Comprehensive Loss
For the Year Ended December 31, 2023
(In thousands, except share and per share amounts)
|
|
Historical |
|
|
|
|
|
|
|
|
|
|||||||
|
|
Legacy |
|
|
Reneo |
|
|
Transaction |
|
|
Note 4 |
|
Pro Forma |
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
$ |
32,115 |
|
|
$ |
56,613 |
|
|
$ |
— |
|
|
|
|
$ |
88,728 |
|
General and administrative |
|
|
4,819 |
|
|
|
26,440 |
|
|
|
— |
|
|
|
|
|
31,259 |
|
Restructuring and other charges |
|
|
— |
|
|
|
— |
|
|
|
9,425 |
|
|
(e) |
|
|
14,826 |
|
|
|
|
— |
|
|
|
— |
|
|
|
474 |
|
|
(b) |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
134 |
|
|
(d) |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
101 |
|
|
(i) |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
4,692 |
|
|
(g) |
|
|
|
|
Total operating expenses |
|
|
36,934 |
|
|
|
83,053 |
|
|
|
14,826 |
|
|
|
|
|
134,813 |
|
Loss from operations |
|
|
(36,934 |
) |
|
|
(83,053 |
) |
|
|
(14,826 |
) |
|
|
|
|
(134,813 |
) |
Other income |
|
|
1,623 |
|
|
|
5,665 |
|
|
|
|
|
|
|
|
7,288 |
|
|
Interest expense on convertible loan |
|
|
|
|
|
|
|
|
(14 |
) |
|
|
|
|
(14 |
) |
||
Net loss |
|
|
(35,311 |
) |
|
|
(77,388 |
) |
|
|
(14,840 |
) |
|
|
|
|
(127,539 |
) |
Unrealized gain on short-term investments |
|
|
— |
|
|
|
51 |
|
|
|
|
|
|
|
|
51 |
|
|
Comprehensive loss |
|
$ |
(35,311 |
) |
|
$ |
(77,337 |
) |
|
$ |
(14,840 |
) |
|
|
|
$ |
(127,488 |
) |
Net loss per share attributable to common stockholders, |
|
$ |
(2.93 |
) |
|
$ |
(25.23 |
) |
|
|
|
|
|
|
$ |
(9.79 |
) |
|
Weighted-average shares used in computing net |
|
|
12,043,375 |
|
|
|
3,067,645 |
|
|
|
|
|
(j) |
|
|
13,033,915 |
|
|
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On May 10, 2024, Reneo entered into the Merger Agreement by and among Reneo, Merger Sub I, Merger Sub II and Legacy OnKure pursuant to which, Merger Sub I merged with and into Legacy OnKure, with Legacy OnKure surviving the Merger as a wholly-owned subsidiary of OnKure Therapeutics, Inc. On October 4, 2024, the Merger and other transactions contemplated by the Merger Agreement were consummated.
On October 4, 2024, in connection with the transactions contemplated by the Merger Agreement, Reneo effected a reverse stock split of Reneo’s common stock, par value $0.0001 per share, at a ratio of 1-for-10 (the “Reverse Stock Split”). Unless otherwise noted, the Reverse Stock Split has not been reflected in the historical share and per share disclosures of Reneo. Defined terms used in this “Notes to the Unaudited Pro Forma Condensed Combined Financial Information” section shall be used as defined in this section.
At the Effective Time and upon filing an amendment to the Reneo Certificate of Incorporation to reclassify the Reneo common stock, each share of Reneo common stock existing and outstanding immediately prior thereto was recapitalized and remain outstanding as a share of Class A Common Stock. The unaudited pro forma condensed combined financial information assume that, upon the Effective Time, all shares of Legacy OnKure common stock outstanding as of September 30, 2024, after giving effect to the Common Exchange Ratio of 0.023596 to one and the Preferred Exchange Ratio of 0.144794 to one, were converted into the right to receive approximately 7,156,808 shares of common stock of the Combined Company in the aggregate, which is subject to adjustment as set forth in the Merger Agreement. Only 6,470,287 shares of common stock of the Combined Company was issued following the election of one holder to receive 686,527 shares of Class B Common Stock of the Combined Company in leu of shares such holder would have otherwise received as shares of common stock of the Combined Company.
Concurrently with the closing of the Merger, Reneo completed a private placement with certain investors (the “PIPE Investors”) to purchase 2,839,005 shares of Class A Common Stock at a price per share of $22.895 per share for an aggregate purchase price of approximately $65.0 million, including the conversion of outstanding convertible notes and accrued but unpaid interest thereon held by certain Legacy OnKure investors (the “Concurrent PIPE Investments”). In connection with the Concurrent PIPE Investments, Reneo entered into a registration rights agreement with the PIPE Investors, pursuant to which Reneo agreed to use commercially reasonably efforts to prepare and file a registration statement with the SEC within 45 calendar days after the Closing Date, registering the resale of the shares of Class A Common Stock issued pursuant to the Concurrent PIPE Investments.
Immediately after the Effective Time, pre-Merger Reneo stockholders owned approximately 31.8%, and Legacy OnKure stockholders owned approximately 68.2% of the Combined Company’s outstanding common stock before the Concurrent PIPE Investments. Following the consummation of the Concurrent PIPE Investments, Legacy OnKure stockholders owned approximately 53.6%, pre-Merger Reneo stockholders owned approximately 25.1%, and the PIPE Investors owned approximately 21.3% of the Combined Company’s outstanding common stock.
The unaudited pro forma condensed combined financial information has been prepared in accordance with Rule 8-05 and Article 11 of SEC Regulation S-X. The unaudited pro forma condensed combined statements of operations and comprehensive loss for the nine-month period ended September 30, 2024 and for the year ended December 31, 2023, give effect to the Merger and the Concurrent PIPE Investments as if they had been completed on January 1, 2023, and combine the historical statements of operations and comprehensive loss of Reneo and Legacy OnKure as of such dates.
The unaudited pro forma condensed combined balance sheet as of September 30, 2024 gives effect to the Merger and the Concurrent PIPE Investments and combines the historical balance sheets of Reneo and Legacy OnKure as of such date. Based on Legacy OnKure’s preliminary review of Legacy OnKure’s and Reneo’s summary of significant accounting policies and preliminary discussions between management teams of Legacy OnKure and Reneo, the nature and amount of any adjustments to the historical financial statements of Reneo to conform its
accounting policies to those of Legacy OnKure are not expected to be material. Upon completion of the Merger, further review of Reneo’s accounting policies may result in additional revisions to Reneo’s accounting policies and classifications to conform to those of Legacy OnKure.
Unless otherwise noted, the Reverse Stock Split has not been reflected in the historical share and per share disclosures of Reneo within this unaudited pro forma condensed combined financial information.
For purposes of these unaudited pro forma condensed combined financial statements, the preliminary total estimated purchase price is summarized as follows (in thousands, except share and per share amounts):
|
|
|
|
|
Amount |
Estimated number of shares of NewCo Class A Common Stock |
|
3,398,841 |
Multiplied by the assumed price per share of Reneo |
|
$18.20 |
Total |
|
$ 61,859 |
Estimated fair value of assumed Reneo equity awards |
|
$ 3,679 |
Total estimated purchase price |
|
$ 65,538 |
For accounting purposes, Legacy OnKure is considered to be the acquiring company and the Merger is accounted for as a reverse recapitalization of Reneo by Legacy OnKure because, on the Closing Date, the pre-combination assets of Reneo are primarily cash, cash equivalents, short-term investments, and other non-operating assets.
Under reverse recapitalization accounting, the assets and liabilities of Reneo were recorded, as of the completion of the Merger, at their fair value, which is the carrying value of the pre-combination assets. The difference between the final fair value of the consideration transferred and the fair value of the net assets of Reneo following determination of the actual purchase price consideration for Reneo was reflected as an adjustment to additional paid-in capital. The subsequent financial statements of Legacy OnKure will reflect the operations of Legacy OnKure, the acquirer for accounting purposes together with a deemed issuance of shares, equivalent to the shares held by the stockholders of the legal acquirer, Reneo, immediately prior to the Effective Time, and a recapitalization of the equity of the accounting acquirer, Legacy OnKure.
The accompanying unaudited pro forma condensed combined financial information is derived from the historical financial statements of Reneo and Legacy OnKure and include adjustments to give pro forma effect to reflect the accounting for the transactions contemplated by the Merger Agreement and other events in accordance with GAAP. The historical financial statements of Legacy OnKure shall become the historical financial statements of the Combined Company.
Legacy OnKure and Reneo may incur significant costs associated with integrating the operations of Legacy OnKure and Reneo after the Merger is completed. The unaudited pro forma condensed combined financial information does not reflect the costs of any integration activities or benefits that may result from realization of future cost savings from operating efficiencies expected to result.
The unaudited pro forma condensed combined financial information may differ from the final recapitalization accounting for a number of reasons, including the fact that the estimate of the fair value of Reneo’s net assets at the Closing is preliminary and subject to change up to the Closing. The differences that may occur between the preliminary estimate and the final purchase accounting could have a material impact on the accompanying unaudited pro forma condensed combined financial information.
At the Closing, (i) each then-outstanding share of Legacy OnKure common stock was converted into the right to receive a number of shares of Class A Common Stock equal to the Common Exchange Ratio of 0.023596 and (ii) each then-outstanding share of Legacy OnKure preferred stock was converted into a number of shares of Class A Common Stock equal to the Preferred Exchange Ratio of 0.144794. The Exchange Ratios were derived on a fully-diluted basis using the treasury stock method as of October 4, 2024 using a negotiated value of Reneo of approximately $77.8 million, and of Legacy OnKure of approximately $170.0 million.
The estimated number of shares of common stock of the Combined Company that Reneo issued to Legacy OnKure stockholders as effected by the Reverse Stock Split (ignoring rounding of fractional shares) as of October 4, 2024 is determined as follows:
|
|
Common Stock Shares |
Shares of Legacy OnKure Common Stock outstanding |
|
13,401,523 |
Common Stock Exchange Ratio |
|
0.023596 |
Estimated shares of Class A Common Stock to be issued to holders |
|
316,222 |
|
|
|
|
|
Preferred Stock Shares |
Shares of Legacy OnKure convertible preferred stock outstanding |
|
47,243,806 |
Preferred Stock Exchange Ratio |
|
0.144794 |
Estimated shares of common stock of the Combined Company to |
|
6,840,620 |
Total estimated shares of common stock of the Combined Company |
|
7,156,842 |
Adjustments included in the column under the heading “Transaction Accounting Adjustments” reflect the application of the required accounting to the Merger, applying the effects of the Merger to Legacy OnKure’s and Reneo’s historical financial information. Further analysis will be performed after the completion of the Merger to confirm these estimates and make adjustments in the final purchase price allocation, as necessary.
Both Legacy OnKure and Reneo have a history of generating net operating losses and maintain a full valuation allowance against their net deferred tax assets, and management has not identified any changes to the income tax
positions due to the Merger that would result in an incremental tax expense or benefit. Accordingly, management assumed a statutory tax rate of 0% and no tax-related adjustments have been reflected for the pro forma adjustments.
The pro forma adjustments included in the unaudited pro forma condensed combined financial information are as follows:
Transaction Accounting Adjustments:
As of September 30, 2024, Reneo has incurred approximately $7.1 million of the estimated transactions costs, which the adjustment is reflected in the unaudited pro forma condensed combined statements of operation for the nine-month period ended September 30, 2024. The remaining estimated transaction costs of $2.3 million is reflected as accrued expenses as of September 30, 2024.
To reflect Legacy OnKure’s estimated transaction costs of $0.8 million, not yet accrued for as of September 30, 2024, which are expected to be incurred in connection with the Merger, such as advisor fees, legal and accounting expenses as an increase to accrued expenses and a reduction to additional paid-in capital of $12.7 million in the unaudited pro forma combined balance sheet as of September 30, 2024. Legacy OnKure recorded approximately $1.9 million of the estimated transaction costs on its balance sheet as deferred costs as of September 30, 2024. As the Merger will be accounted for as a reverse recapitalization, Legacy OnKure’s direct transaction costs are treated as a reduction of the net proceeds received within additional paid-in capital.
|
|
|
For the Nine Months Ended September 30, 2024 |
|
For the Year Ended December 31, 2023 |
Legacy OnKure weighted-average common shares outstanding—basic and diluted |
|
|
13,359,203 |
|
12,043,375 |
Application of Common Stock Exchange Ratio to historical Legacy OnKure weighted-average shares outstanding |
|
|
0.023596 |
|
0.023596 |
Adjusted Legacy OnKure weighted-average common shares outstanding |
|
|
315,224 |
|
284,175 |
|
|
|
|
|
|
Legacy OnKure Preferred Stock outstanding |
|
|
47,243,806 |
|
47,243,806 |
Application of Preferred Stock Exchange Ratio to historical Legacy OnKure weighted-average shares outstanding |
|
|
0.144794 |
|
0.144794 |
Adjusted Legacy OnKure weighted-average preferred shares outstanding assuming conversion at January 1, 2023 |
|
|
6,840,620 |
|
6,840,620 |
Adjusted Legacy OnKure weighted-average common shares outstanding—basic and diluted |
|
|
7,155,843 |
|
7,124,795 |
Issuance of shares of NewCo Class A Common Stock in the Concurrent PIPE Investments |
|
|
2,839,005 |
|
2,839,005 |
Impact of Reneo Common Stock awards that accelerated vesting as of January 1, 2023 (effected by the Reverse Stock Split) |
|
|
2,470 |
|
2,470 |
Historical Reneo weighted-average common shares outstanding—basic and diluted (effected by the Reverse Stock Split) |
|
|
3,343,287 |
|
3,067,645 |
|
|
|
|
|
|
Pro forma combined weighted average number of shares of common stock—basic and diluted |
|
|
13,340,605 |
|
13,033,915 |
Pre-combination stock-based compensation for converted awards |
|
|
$ (3,679) |
Historical APIC |
|
|
(309,969) |
Total pre-combination APIC |
|
|
(313,648) |
Reneo transaction costs |
|
|
2,347 |
accumulated deficit |
|
|
235,953 |
Total pre-combination accumulated deficit |
|
|
238,300 |
Common Stock |
|
|
— |
accumulated other comprehensive loss |
|
|
(2) |
Total adjustment to historical equity (net assets of Reneo) |
|
|
$ (75,350) |
|
|
|
Preferred Stock |
|
Common Stock Class A |
|
Common Stock Class B |
|
|
|
|
|
|
|
|
||||||
|
|
|
Legacy OnKure |
|
Reneo |
|
Reneo |
|
|
|
|
|
|
|
|
||||||
(in thousands, except share data) |
Note |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Additional |
|
Accumulated |
|
AOCI |
|
Total stockholders’ (deficit) equity |
Conversion of outstanding Legacy OnKure Preferred Stock to NewCo Common Stock |
3 |
|
(47,243,806) |
|
$(129,825) |
|
6,154,092 |
|
$1 |
|
686,521 |
|
$— |
|
$129,824 |
|
$— |
|
$— |
|
$129,825 |
Elimination of Reneo's historical equity carrying value, after proforma adjustments |
4 (k) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(313,648) |
|
238,300 |
|
(2) |
|
$(75,350) |
Adjustment to Reneo's historical equity |
4 (k) |
|
— |
|
— |
|
— |
|
|
|
— |
|
|
|
75,350 |
|
— |
|
— |
|
$75,350 |
Issuance of common stock in the concurrent PIPE Investment, net of fees |
4 (a) |
|
— |
|
— |
|
2,571,736 |
|
— |
|
— |
|
— |
|
54,586 |
|
— |
|
— |
|
$54,586 |
Reverse recapitalization transaction costs of Legacy OnKure |
4 (e) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(2,673) |
|
— |
|
— |
|
$(2,673) |
Reneo estimated remaining transaction costs |
4 (e) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(2,347) |
|
— |
|
$(2,347) |
Conversion of Legacy OnKure Convertible Promissory Notes |
4 (f) |
|
— |
|
— |
|
267,269 |
|
— |
|
— |
|
— |
|
6,000 |
|
— |
|
— |
|
$6,000 |
Stock-based compensation expense recognized by Legacy OnKure related to accelerated vesting of equity awards at the closing |
4 (i) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
10 |
|
(10) |
|
— |
|
$— |
Change-in-control, retention, severance and other restructuring costs |
4 (b)(c)(d)(f)(g) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(5,239) |
|
— |
|
$(5,239) |
Total adjustment |
|
|
(47,243,806) |
|
$(129,825) |
|
8,993,097 |
|
$1 |
|
686,521 |
|
$— |
|
$(50,551) |
|
$230,704 |
|
$(2) |
|
$180,152 |