Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
OnKure Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Table 1 - Newly Registered Securities
| | | | | | | | | | | | | | | | | | | | |
Security Type | Security Class Title | Fee
Calculation
Rule | Amount Registered (1) | Proposed
Maximum
Offering
Price Per
Unit | Maximum Aggregate
Offering Price | | Fee Rate | | Amount of
Registration
Fee | | |
Equity | Class A Common Stock, par value $0.0001 per share, reserved for issuance under the Registrant's 2024 Equity Incentive Plan | Rule 457(c) and Rule 457(h) | | 1,673,179 | | (2) | $ | 14.32 | | (8) | $ | 23,959,923.28 | | | 0.0001531 | | $ | 3,668.26 | | |
Equity | Class A Common Stock, par value $0.0001 per share, that may be issued pursuant to the exercise of outstanding stock options under the Registrant’s 2024 Equity Incentive Plan | Rule 457(h) | | 1,742,662 | | (3) | $ | 18.19 | | (9) | $ | 31,699,021.78 | | | 0.0001531 | | $ | 4,853.12 | | |
Equity | Class A Common Stock, par value $0.0001 per share, reserved for issuance under the Registrant's 2024 Employee Stock Purchase Plan | Rule 457(c) and Rule 457(h) | | 137,500 | | (4) | $ | 12.18 | | (10) | $ | 1,674,750.00 | | | 0.0001531 | | $ | 256.40 | | |
Equity | Class A Common Stock, par value $0.0001 per share, that may be issued pursuant to the exercise of outstanding stock options under the OnKure, Inc. 2011 Stock Incentive Plan | Rule 457(h) | | 221 | | (5) | $ | 4.24 | | (11) | $ | 937.04 | | | 0.0001531 | | $ | 0.14 | | |
Equity | Class A Common Stock, par value $0.0001 per share, that may be issued pursuant to the exercise of outstanding stock options under the OnKure, Inc. 2021 Stock Incentive Plan | Rule 457(h) | | 193,114 | | (6) | $ | 16.56 | | (12) | $ | 3,197,967.84 | | | 0.0001531 | | $ | 489.61 | | |
Equity | Class A Common Stock, par value $0.0001 per share, that may be issued pursuant to the settlement of outstanding restricted stock units under the OnKure, Inc. 2023 RSU Equity Incentive Plan | Rule 457(c) and Rule 457(h) | | 213,254 | | (7) | $ | 14.32 | | (13) | $ | 3,053,797.28 | | | 0.0001531 | | $ | 467.54 | | |
Total Offering Amounts | | 3,959,930 | | | | | | $ | 63,586,397.22 | | | | $ | 9,735.07 | | |
Total Fee Offsets (14) | | | | | | | | $ | - | | |
Net Fee Due | | | | | | | | $ | 9,735.07 | | |
(1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (the “Registration Statement”) shall also cover any additional shares of the Registrant’s Class A
Common Stock that become issuable under the prior OnKure, Inc. 2011 Stock Incentive Plan (the “2011 Plan”), the prior OnKure, Inc. 2021 Stock Incentive Plan (the “2021 Plan”), the prior OnKure, Inc. 2023 RSU Equity Incentive Plan (the “2023 Plan”) (collectively, the “Prior Plans”), the Registrant's 2024 Equity Incentive Plan (the “2024 Plan”), and the Registrant's 2024 Employee Stock Purchase Plan (the “2024 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration or conversion of the Registrant’s Class A Common Stock that increases the number of outstanding shares of Class A Common Stock.
(2)Represents 737,338 shares of Class A Common Stock reserved for issuance under the 2024 Plan as of the date of this Registration Statement, plus up to an additional 935,841 shares of Class A Common Stock that may become issuable under the 2024 Plan pursuant to its terms as a result of forfeited or terminated awards under the prior Reneo Pharmaceuticals, Inc. 2021 Equity Incentive Plan (the “Reneo 2021 Plan”) or the forfeiture or termination of awards assumed by the Registrant that were granted under the Prior Plans. Pursuant to the terms of the 2024 Plan, the shares reserved for issuance under the 2024 Plan include any shares subject to awards granted under the Prior Plans (including, but not limited to, awards granted under Prior Plans that were assumed by the Registrant in the merger by and among the Registrant, Radiate Merger Sub I, Inc., a direct, wholly-owned subsidiary of Registrant, Radiate Merger Sub II, LLC, a direct, wholly-owned subsidiary of Registrant, and OnKure, Inc. (the “Merger”) and the Reneo 2021 Plan, that, on or after the effective date of the Merger, expire or terminate without having been exercised in full, are tendered to or withheld for payment of an exercise price or for tax withholding obligations, are forfeited or repurchased due to failure to vest). The maximum aggregate total number of shares that can be added to the 2024 Plan pursuant to such assumed awards granted under the Prior Plans and the Reneo 2021 Plan is 935,841.
(3)Represents shares of Class A Common Stock issuable upon the exercise of stock options granted under the 2024 Plan that are outstanding as of the date of this Registration Statement.
(4)Represents 137,500 shares of Class A Common Stock reserved for issuance under the 2024 ESPP.
(5)Represents 221 shares of Class A Common Stock issuable upon the exercise of stock options granted under the 2011 Plan that were assumed by the Registrant and are outstanding as of the date of this Registration Statement. No additional awards will be made under the 2011 Plan. To the extent that outstanding awards under the 2011 Plan (or the 2021 Plan, the 2023 Plan, or the Reneo 2021 Plan) which were assumed in the Merger are cancelled, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Registrant for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Registrant due to failure to vest, those shares will become available for issuance under the 2024 Plan. The maximum aggregate total number of shares that can be added to the 2024 Plan pursuant to such assumed awards granted under the Prior Plans and the Reneo 2021 Plan is 935,841.
(6)Represents 193,114 shares of Class A Common Stock issuable upon the exercise of stock options granted under the 2021 Plan that were assumed by the Registrant and are outstanding as of the date of this Registration Statement. No additional awards will be made under the 2021 Plan. To the extent that outstanding awards under the 2021 Plan (or the 2011 Plan, the 2023 Plan, or the Reneo 2021 Plan) which were assumed in the Merger are cancelled, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Registrant for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Registrant due to failure to vest, those shares will become available for issuance under the 2024 Plan. The maximum aggregate total number of shares that can be added to the 2024 Plan pursuant to such assumed awards granted under the Prior Plans and the Reneo 2021 Plan is 935,841.
(7)Represents restricted stock units covering 213,254 shares of Class A Common Stock granted under the 2023 Plan that were assumed by the Registrant and are outstanding as of the date of this Registration Statement. No additional awards will be made under the 2023 Plan. To the extent that outstanding awards under the 2023 Plan (or the 2011 Plan, the 2021 Plan, or the Reneo 2021 Plan) which were assumed in the Merger are cancelled, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Registrant for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Registrant due to failure to vest, those shares will become available for issuance under the 2024 Plan. The maximum aggregate total number of shares that can be added to the 2024 Plan pursuant to such assumed awards granted under the Prior Plans and the Reneo 2021 Plan is 935,841.
(8)Pursuant to Rule 457(c) and 457(h) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $14.32, which is the average of the high
and low prices of shares of Class A Common Stock on The Nasdaq Global Market (“Nasdaq”) on December 4, 2024 (such date being within five business days of the date that this Registration Statement was filed with the U.S. Securities and Exchange Commission (the “SEC”)).
(9)Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $18.19 per share, the weighted-average exercise price of stock option awards outstanding under the 2024 Plan as of the date of this Registration Statement.
(10)Pursuant to Rule 457(c) and 457(h) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $12.18, which is 85% of the average of the high and low prices of shares of Class A Common Stock on Nasdaq on December 4, 2024 (such date being within five business days of the date that this Registration Statement was filed with the SEC). Pursuant to the 2024 ESPP, the purchase price of the shares of Class A Common Stock reserved for issuance thereunder will be 85% of the lower of the fair market value of the Class A Common Stock on (i) the first trading day of the offering period or (ii) the exercise date.
(11)Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $4.24 per share, the weighted-average exercise price of stock option awards outstanding under the 2011 Plan as of the date of this Registration Statement.
(12)Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $16.56 per share, the weighted-average exercise price of stock option awards outstanding under the 2021 Plan as of the date of this Registration Statement.
(13)Pursuant to Rule 457(c) and 457(h) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $14.32, which is the average of the high and low prices of shares of Class A Common Stock on The Nasdaq Global Market (“Nasdaq”) on December 4, 2024 (such date being within five business days of the date that this Registration Statement was filed with the SEC).
(14)The Registrant does not have any fee offsets.
