Oruka Therapeutics Enters Material Definitive Agreement

TL;DR

Oruka Therapeutics just signed a big deal, details TBD.

AI Summary

On February 4, 2025, Oruka Therapeutics, Inc. entered into a Material Definitive Agreement. The filing does not disclose specific details of the agreement, such as the counterparty or financial terms, but indicates a significant event for the company.

Why It Matters

This filing signals a significant development for Oruka Therapeutics, potentially involving partnerships, acquisitions, or other strategic moves that could impact its future operations and stock value.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty, making it a medium-risk event until more information is disclosed.

Key Players & Entities

• Oruka Therapeutics, Inc. (company) — Registrant
• February 4, 2025 (date) — Date of Earliest Event Reported
• 855 Oak Grove Avenue Suite 100 (location) — Business Address

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common stock, $0.001 Par Value ORKA The Nasdaq Global Ma
• $22.0 million — mpany is obligated to pay Paragon up to $22.0 million based on specific development, regulato
• $1.5 million — t to reach such milestones, including a $1.5 million fee for nomination of a development can
• $2.5 million — dy), and a further milestone payment of $2.5 million upon the first dosing of a human patien

Filing Documents

• ea0229970-8k_oruka.htm (8-K) — 30KB
• 0001213900-25-010525.txt ( ) — 199KB
• orka-20250204.xsd (EX-101.SCH) — 3KB
• orka-20250204_lab.xml (EX-101.LAB) — 33KB
• orka-20250204_pre.xml (EX-101.PRE) — 22KB
• ea0229970-8k_oruka_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. IL-17A/F (ORKA-002) License Agreement – Paragon Therapeutics, Inc. On February 4, 2025, Oruka Therapeutics, Inc., a Delaware corporation (the "Company"), and Paragon Therapeutics, Inc., a Delaware corporation ("Paragon"), entered into a license agreement (the "License Agreement"), pursuant to which Paragon granted the Company a royalty-bearing, world-wide, exclusive license to develop, manufacture, commercialize or otherwise exploit certain antibodies and products targeting IL-17A/F in all fields (the "Field"). Under the terms of the License Agreement, the Company is obligated to pay Paragon up to $22.0 million based on specific development, regulatory and clinical milestones for the first Company product to reach such milestones, including a $1.5 million fee for nomination of a development candidate (or initiation of an IND-enabling toxicology study), and a further milestone payment of $2.5 million upon the first dosing of a human patient in a Phase 1 trial. In addition, the following summarizes other key terms of the License Agreement: Paragon will provide the Company with an exclusive license in the Field to its patents covering the related antibodies, their method of use and their method of manufacture. Paragon will not conduct any new campaigns that generate anti-IL-17A/F monospecific antibodies in the Field for at least 5 years. The Company will pay Paragon a low single-digit percentage royalty for antibody products. There is a royalty step-down if there is no Paragon patent in effect during the royalty term. The royalty term ends on the later of (i) the last-to-expire licensed patent or Company patent directed to the manufacture, use or sale of a licensed antibody in the country at issue or (ii) 12 years from the date of first sale of a Company product. The Agreement may be terminated on 60 days' notice by the Company; on material breach without cure; and to the extent permitted by law, on

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. Oruka Therapeutics, Inc. Date: February 5, 2025 By: /s/ Paul Quinlan Paul Quinlan General Counsel 2

View Full Filing

View this 8-K filing on SEC EDGAR