Oruka Therapeutics Acquired by 03 Life Sciences

TL;DR

Oruka Therapeutics is now owned by 03 Life Sciences as of 8/29/24.

AI Summary

Oruka Therapeutics, Inc. announced on August 29, 2024, the completion of its acquisition by 03 Life Sciences. This transaction involved the disposition of assets and a change in control of Oruka Therapeutics. The filing also details changes in the registrant's certifying accountant and amendments to its articles of incorporation or bylaws.

Why It Matters

This acquisition signifies a major shift for Oruka Therapeutics, potentially impacting its future operations, research, and shareholder value under new ownership.

Risk Assessment

Risk Level: medium — The acquisition and change in control introduce significant strategic and operational risks for Oruka Therapeutics and its stakeholders.

Key Players & Entities

• Oruka Therapeutics, Inc. (company) — Filing company
• 03 Life Sciences (company) — Acquiring company
• ARCA biopharma, Inc. (company) — Former company name
• NUVELO INC (company) — Former company name
• 20240829 (date) — Date of completion of acquisition

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value ORKA The Nasdaq Global Ma
• $0.0001 — anding share of common stock, par value $0.0001 per share, of Oruka (the " Oruka Common
• $3 — n amount in cash equal to the excess of $3.9489, the volume weighted average closi
• $23.4 million — e amount of cash total of approximately $23.4 million and distributed $1.613 per share of ARC
• $1.613 — oximately $23.4 million and distributed $1.613 per share of ARCA Common Stock to stock
• $275.0 million — ") for gross proceeds of approximately $275.0 million (which includes $25.0 million of procee
• $25.0 million — ximately $275.0 million (which includes $25.0 million of proceeds previously received from th
• $275.0 m — nts for gross proceeds of approximately $275.0 million, inclusive of 4,764,032 shares is

Filing Documents

• ea0213193-8k_orukathera.htm (8-K) — 291KB
• ea021319301ex3-1_oruka.htm (EX-3.1) — 7KB
• ea021319301ex3-2_oruka.htm (EX-3.2) — 7KB
• ea021319301ex3-3_oruka.htm (EX-3.3) — 6KB
• ea021319301ex3-4_oruka.htm (EX-3.4) — 9KB
• ea021319301ex3-5_oruka.htm (EX-3.5) — 26KB
• ea021319301ex3-6_oruka.htm (EX-3.6) — 149KB
• ea021319301ex3-8_oruka.htm (EX-3.8) — 9KB
• ea021319301ex3-9_oruka.htm (EX-3.9) — 69KB
• ea021319301ex10-10_oruka.htm (EX-10.10) — 111KB
• ea021319301ex10-11_oruka.htm (EX-10.11) — 80KB
• ea021319301ex10-13_oruka.htm (EX-10.13) — 11KB
• ea021319301ex10-16_oruka.htm (EX-10.16) — 34KB
• ea021319301ex10-25_oruka.htm (EX-10.25) — 75KB
• ea021319301ex14-1_oruka.htm (EX-14.1) — 85KB
• ea021319301ex16-1_oruka.htm (EX-16.1) — 3KB
• ea021319301ex21-1_oruka.htm (EX-21.1) — 2KB
• ea021319301ex99-1_oruka.htm (EX-99.1) — 13KB
• ea021319301ex99-2_oruka.htm (EX-99.2) — 52KB
• ea021319301ex99-3_oruka.htm (EX-99.3) — 226KB
• ea021319301ex99-4_oruka.htm (EX-99.4) — 147KB
• ea021319301ex99-5_oruka.htm (EX-99.5) — 239KB
• ex14-1_001.jpg (GRAPHIC) — 6KB
• 0001213900-24-076184.txt ( ) — 2209KB
• orka-20240829.xsd (EX-101.SCH) — 3KB
• orka-20240829_def.xml (EX-101.DEF) — 26KB
• orka-20240829_lab.xml (EX-101.LAB) — 35KB
• orka-20240829_pre.xml (EX-101.PRE) — 24KB
• ea0213193-8k_orukathera_htm.xml (XML) — 5KB

Business

Business and Facilities The information set forth in the section of the Proxy Statement/Prospectus entitled " Oruka's Business " beginning on page 214 is incorporated herein by reference. On March 6, 2024, Oruka entered into the Paragon Option Agreements. The information set forth in Item 1.01 of this Current Report on Form 8-K under the heading " Antibody Discovery and Option Agreements " is incorporated herein by reference. Risk Factors The risks associated with Oruka's business and operations are described in the Proxy Statement/Prospectus in the section entitled " Risk Factors-Risks Related to Oruka " beginning on page 49 and the risks associated with the business and operations of the combined company are described in the Proxy Statement/Prospectus in the section entitled " Risk Factors-Risks Related to the Combined Company " beginning on page 80, each of which are incorporated herein by reference. Financial Information Unaudited

Financial Statements

Financial Statements The unaudited interim condensed consolidated financial statements of Oruka as of June 30, 2024 as well as the three months ended June 30, 2024 and for the period from February 6, 2024 (inception) to June 30, 2024 and the related notes thereto are attached hereto as Exhibit 99.3 and are incorporated herein by reference. Audited

Financial Statements

Financial Statements The audited financial statement of Oruka as of February 6, 2024 and the related notes thereto are attached hereto as Exhibit 99.2 and are incorporated herein by reference, which includes the reissued, audited opening balance sheet, which gives effect to the Reverse Stock Split. The audited financial statements of ARCA as of and for the years ended December 31, 2023 and 2022 and the related notes thereto are included in the Proxy Statement/Prospectus beginning on page F-2 and are incorporated herein by reference. Unaudited Pro Forma Condensed Combined Financial Information The unaudited pro forma condensed combined financial information of ARCA and Oruka as of June 30, 2024 and for the six months ended June 30, 2024 and as of and for the year ended December 31, 2023 and the related notes thereto are attached hereto as Exhibit 99.5 and are incorporated herein by reference. Management's Discussion and Analysis of Financial Condition and Results of Operations Management's Discussion and Analysis of Financial Condition and Results of Operations as of June 30, 2024 as well as the three months ended June 30, 2024 and for the period from February 6, 2024 (inception) to June 30, 2024 is set forth in Exhibit 99.4 to this Current Report on Form 8-K, and is incorporated herein by reference. Additional information regarding management's discussion and analysis of the financial condition and results of operations prior to the Merger is included in the Proxy Statement/Prospectus in the sections entitled " ARCA's Management's Discussion and Analysis of Financial Condition and Results of Operations " beginning on page 250, which are incorporated herein by reference. The information set forth in Item 1.01 of this Current Report on Form 8-K under the heading " Antibody Discovery and Option Agreements " is incorporated herein by reference. 6 Security The following table sets forth informatio

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View this 8-K filing on SEC EDGAR