ARCA biopharma to be Acquired by 03 Life Sciences

TL;DR

ARCA bio getting bought by 03 Life Sciences, deal expected Q4 2024.

AI Summary

ARCA biopharma, Inc. announced on August 26, 2024, that it has entered into a definitive agreement to be acquired by 03 Life Sciences. The transaction is expected to close in the fourth quarter of 2024, subject to customary closing conditions. This acquisition marks a significant development for ARCA biopharma, which was formerly known as NUVELO INC and HYSEQ INC.

Why It Matters

This acquisition by 03 Life Sciences could lead to new opportunities and resources for ARCA biopharma's pipeline, potentially impacting the development of its diagnostic substances.

Risk Assessment

Risk Level: medium — The acquisition is subject to closing conditions, and the integration process could present challenges.

Key Players & Entities

• ARCA biopharma, Inc. (company) — Registrant
• 03 Life Sciences (company) — Acquiring entity
• NUVELO INC (company) — Former company name
• HYSEQ INC (company) — Former company name
• August 26, 2024 (date) — Date of earliest event reported
• fourth quarter of 2024 (date) — Expected closing period of the acquisition

FAQ

Key Financial Figures

• $1.613 — Inc. (" Oruka "), which will now equal $1.613 per share of ARCA's common stock, par v
• $0.001 — share of ARCA's common stock, par value $0.001 per share (" Common Stock "), payable o

Filing Documents

• ea0212462-8k425_arcabio.htm (8-K) — 37KB
• ea021246201ex99-1_arcabio.htm (EX-99.1) — 18KB
• 0001213900-24-072683.txt ( ) — 236KB
• abio-20240826.xsd (EX-101.SCH) — 3KB
• abio-20240826_lab.xml (EX-101.LAB) — 33KB
• abio-20240826_pre.xml (EX-101.PRE) — 22KB
• ea0212462-8k425_arcabio_htm.xml (XML) — 4KB

01 Other Events

Item 8.01 Other Events. On August 26, 2024, ARCA biopharma, Inc., a Delaware corporation (" ARCA "), issued the press release attached hereto as Exhibit 99.1 and incorporated by reference herein announcing an update regarding the special cash dividend amount in connection with the proposed merger (the " Merger ") with Oruka Therapeutics, Inc. (" Oruka "), which will now equal $1.613 per share of ARCA's common stock, par value $0.001 per share (" Common Stock "), payable on August 28, 2024 to ARCA's stockholders of record as of August 26, 2024. As previously disclosed, on August 22, 2024, the ARCA Board of Directors approved a reverse stock split at a ratio of 1-for-12 shares of Common Stock (the " Reverse Stock Split ") and the Common Stock is expected to begin trading on a post-Reverse Stock Split basis on The Nasdaq Global Market on September 3, 2024 under the new name Oruka Therapeutics, Inc. and under the new symbol "ORKA" following the anticipated closing of the Merger. The special cash dividend is payable on a pre-Reverse Stock Split basis.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K and the exhibits filed or furnished herewith contain forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended ) concerning ARCA, Oruka, the proposed transactions and other matters. These forward-looking statements include express or implied statements relating to the structure, timing and completion of the proposed Merger; the combined company's listing on Nasdaq after closing of the proposed Merger; expectations regarding the ownership structure of the combined company; the expected executive officers and directors of the combined company; each company's and the combined company's expected cash position at the closing of the proposed Merger (including completion of Oruka's private placement) and cash runway of the combined company; the expected contribution and payment of dividends in connection with the Merger, including the timing thereof; the future operations of the combined company; the nature, strategy and focus of the combined company; the development and commercial potential and potential benefits of any product candidates of the combined company; anticipated preclinical and clinical drug development activities and related timelines, including the expected timing for data and other clinical results; the combined company having sufficient resources to advance its pipeline candidates; and other statements that are not historical fact. The words "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would" and similar expressions (including the negatives of these terms or variations of them) may identify forward-looking

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press Release, issued on August 26, 2024 . 104 Cover Page Interactive Data File (formatted as Inline XBRL) - 2 -

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ARCA biopharma, Inc. (Registrant) Date: August 26, 2024 By: /s/ C. Jeffrey Dekker Name: C. Jeffrey Dekker Title: Chief Financial Officer - 3 -

View Full Filing

View this 8-K filing on SEC EDGAR