Oruka Therapeutics Files 8-K: Material Agreement & Equity Sales

TL;DR

Oruka Therapeutics (ORKA) filed an 8-K detailing a material definitive agreement and unregistered equity sales.

AI Summary

Oruka Therapeutics, Inc. announced on September 17, 2025, that it entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for Oruka Therapeutics, including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Oruka Therapeutics, Inc. (company) — Registrant
• September 17, 2025 (date) — Date of earliest event reported
• ARCA biopharma, Inc. (company) — Former company name
• NUVELO INC (company) — Former company name
• HYSEQ INC (company) — Former company name

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value ORKA The Nasdaq Global Ma
• $15 — Common Stock"), at a price per share of $15.00, and (ii) pre-funded warrants (the "
• $14.999 — Warrant Shares") at a purchase price of $14.999 per Pre-Funded Warrant, which represent
• $180 million — gregate purchase price of approximately $180 million. The Pre-Funded Warrants will be exerc

Filing Documents

• ea0257865-8k_oruka.htm (8-K) — 36KB
• ea025786501ex4-1_oruka.htm (EX-4.1) — 89KB
• ea025786501ex10-1_oruka.htm (EX-10.1) — 223KB
• ea025786501ex10-2_oruka.htm (EX-10.2) — 94KB
• ea025786501ex99-1_oruka.htm (EX-99.1) — 13KB
• ea025786501ex99-2_oruka.htm (EX-99.2) — 23KB
• ex99-1_001.jpg (GRAPHIC) — 7KB
• ex99-2_001.jpg (GRAPHIC) — 7KB
• 0001213900-25-090129.txt ( ) — 780KB
• orka-20250917.xsd (EX-101.SCH) — 3KB
• orka-20250917_lab.xml (EX-101.LAB) — 33KB
• orka-20250917_pre.xml (EX-101.PRE) — 22KB
• ea0257865-8k_oruka_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 17, 2025, Oruka Therapeutics, Inc., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") for a private placement (the "Private Placement") with certain institutional and accredited investors (each, a "Purchaser" and collectively, the "Purchasers"). The closing of the Private Placement occurred on September 19, 2025. Pursuant to the Purchase Agreement, the Purchasers purchased (i) an aggregate of 10,933,405 shares (the "Common Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a price per share of $15.00, and (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase an aggregate of 1,066,666 shares of Common Stock (the "Pre-Funded Warrant Shares") at a purchase price of $14.999 per Pre-Funded Warrant, which represents the per share purchase price of the Common Shares less the $0.001 per share exercise price for each Pre-Funded Warrant, for an aggregate purchase price of approximately $180 million. The Pre-Funded Warrants will be exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage to a percentage not in excess of 19.99% by providing at least 61 days' prior notice to the Company. The Purchase Agreement contains customary representations and warranties of the Company, on the one hand, and the Purchasers, on the other hand, and customary conditions to closing. Also on September 17, 2025, the Company entered into a Registration Rights Agreement (the "Registration Rights Agreement") with the Purchasers, which provides that the Company will register the resale of the Common Shares an

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. To the extent required by Form 8-K, the disclosures in Item 1.01 above are incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 17, 2025, the Company made available a press release announcing the Private Placement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Also on September 17, 2025, the Company made available a press release announcing certain clinical data from its Phase 1 clinical trial of ORKA-001, as well as upcoming scientific presentations at the European Academy of Dermatology and Venereology Congress. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The information in Item 7.01 of this Current Report on Form 8-K, including the information in the press releases attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including the information in the press releases attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant. 10.1 Securities Purchase Agreement, dated September 17, 2025, by and between Oruka Therapeutics, Inc. and each purchaser identified on Annex A thereto. 10.2 Form of Registration Rights Agreement. 99.1 Press Release, dated September 17, 2025. 99.2 Press Release, dated September 17, 2025. 104 The cover page from the Company's Current Report on Form 8-K formatted in Inline XBRL. Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the Securities and Exchange Commission; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished. 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. Oruka Therapeutics, Inc. (Registrant) Date: September 22, 2025 By: /s/ Lawrence Klein Name: Lawrence Klein Title: President and Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR