RPHM

July 1, 2024
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Kuehn Law, PLLC, a shareholder litigation law firm, is investigating potential claims related to the proposed merger between the below listed companies.  Kuehn Law may seek additional disclosures or other relief on behalf of the shareholders of the company being acquired.  

Kuehn Law is investigating whether the Board of Directors of the target company:

1) acted to maximize shareholder value,
2) failed to disclose material information, and
3) conducted a fair process:  
Kuehn Law is conducting an investigation into the fairness of the proposed sale of Reneo Pharmaceuticals, Inc. (NASDAQ: RPHM) to OnKure, Inc.

Reneo Pharmaceuticals and OnKure to Merge

Reneo Pharmaceuticals, Inc. (RPHM) and OnKure, Inc., a privately-held, clinical-stage biopharmaceutical company, have signed a definitive merger agreement to combine their companies in an all-stock transaction. The newly merged company will focus on advancing OnKure's pipeline of candidates targeting oncogenic mutations in phosphoinositide 3-kinase alpha, with a particular emphasis on the lead program OKI-219, which is currently in a Phase 1 clinical trial for treating solid tumors. The combined entity will operate under the name OnKure Therapeutics and will be listed on the Nasdaq Global Market under the ticker symbol OKUR.

As part of the merger, Reneo Pharmaceuticals has secured a $65 million private investment in public equity (PIPE) financing through a subscription agreement with a group of institutional investors. This PIPE financing is expected to close concurrently with the merger. Including the proceeds from the PIPE financing, the combined company is projected to have approximately $120 million in cash, cash equivalents, and short-term investments at the time of closing.

Notice to Shareholders

As shareholders, it's essential to understand the fiduciary duties of the Board of Directors.

These duties ensure the Board acts in the best interest of the company and its shareholders.

Directors' Fiduciary Duties

1. Duty of Care

Diligence: Make informed decisions by thoroughly reviewing information.
Active Participation: Regularly attend and engage in board meetings.
Expert Advice: Seek expert opinions when necessary.

2. Duty of Loyalty

Avoid Conflicts of Interest: Prioritize the company's interests over personal gain.

Self-Dealing: Do not use the position for personal benefit.

Confidentiality: Maintain the confidentiality of company information.

3. Duty of Good Faith

Honesty: Act with integrity in all decisions.
Best Interests: Ensure actions are in the best interest of the company and shareholders.
Fairness: Treat all shareholders fairly and equally.

Your awareness and understanding of these duties are crucial in ensuring the Board acts responsibly and in the best interest of all shareholders.