Oruka Therapeutics Files Definitive Proxy Statement

TL;DR

Oruka Therapeutics (ORKA) filed its DEF 14A proxy statement. Shareholders vote soon.

AI Summary

Oruka Therapeutics, Inc. (formerly ARCA biopharma, Inc., NUVELO INC, and HYSEQ INC) filed a Definitive Proxy Statement (DEF 14A) on October 18, 2024, for the fiscal year ending December 31, 2024. The company, located at 855 Oak Grove Ave., Suite 100, Menlo Park, CA, operates in the In Vitro & In Vivo Diagnostic Substances industry.

Why It Matters

This filing provides shareholders with important information regarding company governance and upcoming shareholder votes, impacting their ability to make informed decisions.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEF 14A) and does not contain new material financial or operational information that would inherently increase risk.

Key Players & Entities

• Oruka Therapeutics, Inc. (company) — Registrant
• ARCA biopharma, Inc. (company) — Former Company Name
• NUVELO INC (company) — Former Company Name
• HYSEQ INC (company) — Former Company Name
• 20241018 (date) — Filing Date
• 20241114 (date) — Period of Report
• 855 OAK GROVE AVE. SUITE 100 (address) — Company Business Address
• MENLO PARK, CA 94025 (address) — Company Business Address

FAQ

Key Financial Figures

• $0.001 — Convertible Preferred Stock, par value $0.001 per share, issued in September 2024;
• $200.5 — gregate gross proceeds of approximately $200.5 million, pursuant to which we issu

Filing Documents

• ny20036093x2_def14a.htm (DEF 14A) — 146KB
• logo_oruka.jpg (GRAPHIC) — 37KB
• ny20036093x2_pc01.jpg (GRAPHIC) — 537KB
• ny20036093x2_pc02.jpg (GRAPHIC) — 555KB
• 0001140361-24-043698.txt ( ) — 1701KB

From the Filing

DEF 14A 1 ny20036093x2_def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:   ☐ Preliminary Proxy Statement   ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement   ☐ Definitive Additional Materials   ☐ Soliciting Material under §240.14a-12 Oruka Therapeutics, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required.   ☐ Fee paid previously with preliminary materials.   ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 TABLE OF CONTENTS   855 Oak Grove Ave., Suite 100, Menlo Park, CA 94025 NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 14, 2024 To the Stockholders of Oruka Therapeutics: Oruka Therapeutics, Inc. (the “Company”) will hold a Special Meeting of Stockholders (the “Special Meeting”) on Thursday, November 14, 2024, at 12:00 p.m. Eastern Time. The Special Meeting will be a virtual meeting conducted exclusively online via live audio webcast at www.virtualshareholdermeeting.com/ORKA2024SM. The Special Meeting will be held for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”): (1) To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock upon conversion of the Company’s Series A Non-Voting Convertible Preferred Stock, par value $0.001 per share, issued in September 2024; (2) To approve an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies; and (3) To transact any other matters that may properly come before the Special Meeting or any adjournments or postponements thereof. The Board of Directors has fixed October 16, 2024 as the Record Date. Only stockholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. Instructions for accessing the virtual Special Meeting are provided in the Proxy Statement. Unless otherwise announced differently at the meeting or on the meeting website, in the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Special Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Special Meeting, the meeting chair or secretary will convene the meeting at 1:00 p.m. Eastern Time on the date specified above and at the Company’s address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair or secretary. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investors page of the Company’s website at https://ir.orukatx.com/.         By Order of the Board of Directors,               /s/ Lawrence Klein       Lawrence Klein, Ph.D.       President, Chief Executive Officer and Director       Menlo Park, California October 18, 2024 Whether or not you expect to participate in the virtual Special Meeting, please vote as promptly as possible in order to ensure your representation at the Special Meeting. You may vote online, by telephone or by using the proxy card or voting instruction form provided with the printed proxy materials. TABLE OF CONTENTS TABLE OF CONTENTS               Page QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND VOTING     1 PROPOSAL 1: APPROVAL OF CONVERSION OF SERIES A PREFERRED STOCK     5 PROPOSAL 2: APPROVAL OF AN ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES     7 CERTAIN INFORMATION ABOUT OUR COMMON STOCK     8 OTHER MATTERS     10         i TABLE OF CONTENTS LEGAL MATTERS ARCA-Oruka Merger. On August 29, 2024 (the “Merger Closing”), we completed a

View Full Filing

View this DEF 14A filing on SEC EDGAR