Oruka Therapeutics Files S-1 for Public Offering

TL;DR

Oruka Therapeutics just filed its S-1, looks like they're gearing up for an IPO.

AI Summary

Oruka Therapeutics, Inc. filed an S-1 registration statement on November 14, 2024, indicating plans to offer securities. The company, formerly known as ARCA biopharma, Inc., NUVELO INC, and HYSEQ INC, is incorporated in Delaware and headquartered in Menlo Park, California. This filing is a preliminary step before a public offering, allowing the company to raise capital.

Why It Matters

This S-1 filing signals Oruka Therapeutics' intention to go public, which could provide significant capital for its operations and research, potentially impacting the development of its therapeutic products.

Risk Assessment

Risk Level: medium — As a pre-IPO filing, the company's financial performance and future prospects are not yet fully established in the public market, carrying inherent risks.

Key Numbers

• 333-283212 — SEC File Number (Identifies this specific registration filing)
• 36-3855489 — IRS Employer Identification No. (Company's tax identification number)

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
• November 14, 2024 (date) — Filing date
• Menlo Park, CA (location) — Company headquarters
• Paul Quinlan (person) — Mentioned executive

FAQ

Key Financial Figures

• $0.001 — Shares") of our common stock, par value $0.001 per share ("Common Stock"), (ii) 2,439,
• $26.10 — ted sale price for our Common Stock was $26.10 per share. An investment in our secur
• $275.0 million — nts for gross proceeds of approximately $275.0 million (which includes the issuance of 4,764,0
• $23 — e Common Stock, at a price per share of $23.00, (ii) an aggregate of 2,439 shares o
• $23,000 — referred Stock, at a price per share of $23,000.00, and (iii) Pre-Funded Warrants to pu
• $22.999 — of Common Stock at a purchase price of $22.999 per Pre-Funded Warrant, which represent
• $200.5 million — gregate purchase price of approximately $200.5 million. Subject to stockholder approval and
• $0.01 — Common Stock with an exercise price of $0.01 per share; 680,000 shares of Common S
• $7.80 — th a weighted-average exercise price of $7.80 per share; 4,526,324 shares of Common

Filing Documents

• ea0220567-s1_orukatherap.htm (S-1) — 2319KB
• ea022056701ex5-1_oruka.htm (EX-5.1) — 8KB
• ea022056701ex23-1_oruka.htm (EX-23.1) — 2KB
• ea022056701ex-fee_oruka.htm (EX-FILING FEES) — 59KB
• image_001.jpg (GRAPHIC) — 19KB
• image_002.jpg (GRAPHIC) — 364KB
• image_003.jpg (GRAPHIC) — 483KB
• image_004.jpg (GRAPHIC) — 281KB
• image_005.jpg (GRAPHIC) — 202KB
• image_006.jpg (GRAPHIC) — 507KB
• image_007.jpg (GRAPHIC) — 520KB
• image_008.jpg (GRAPHIC) — 365KB
• ex5-1_001.jpg (GRAPHIC) — 3KB
• 0001213900-24-097737.txt ( ) — 14783KB
• orka-20240930.xsd (EX-101.SCH) — 71KB
• orka-20240930_cal.xml (EX-101.CAL) — 33KB
• orka-20240930_def.xml (EX-101.DEF) — 360KB
• orka-20240930_lab.xml (EX-101.LAB) — 588KB
• orka-20240930_pre.xml (EX-101.PRE) — 370KB
• ea0220567-s1_orukatherap_htm.xml (XML) — 764KB

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 36 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 49

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 49

BUSINESS

BUSINESS 50 MANAGEMENT 84

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 90

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 96 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 98 SELLING STOCKHOLDERS 102 PLAN OF DISTRIBUTION 111

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 113 LEGAL MATTERS 117 EXPERTS 118 WHERE YOU CAN FIND MORE INFORMATION 119 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the SEC using a "shelf" registration process. Under this shelf registration process, the Selling Stockholders may, from time to time, sell the securities described in this prospectus in one or more offerings. This prospectus contains information that you should consider when making your investment decision. Neither we, nor the Selling Stockholders, have authorized anyone to give any information or to make any representation other than those contained in this prospectus. The Selling Stockholders are offering to sell, and seeking offers to buy, our securities only in jurisdictions where it is lawful to do so. We have not authorized anyone to provide you with different information. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in any accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus, any prospectus supplement and any related free writing prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed materially since those dates. In this prospectus, unless the context otherwise requires, the terms "Oruka," the "Company," "we," "us," and "our" refer to Oruka Therapeutics, Inc., a Delaware corporation, and its consolidated subsidiaries. This prospectus contains trade names, trademarks and service marks of others, which are the property of their respective owners. Solely for convenience, trademarks

Business

Business Combination of ARCA and Pre-Merger Oruka and Pre-Closing Financing On April 3, 2024, we (formerly known as ARCA biopharma, Inc.) (prior to the Closing Date, unless context otherwise requires, "ARCA" and, after the Closing Date, the "Company" or "Oruka") entered into the Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), by and among ARCA, Atlas Merger Sub Corp, a Delaware corporation and wholly owned subsidiary of ARCA ("First Merger Sub"), Atlas Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of ARCA ("Second Merger Sub"), and Oruka Therapeutics, a private Delaware corporation ("Pre-Merger Oruka") prior to the consummation of the Merger (as defined below). On August 29, 2024 (the "Closing Date"), we consummated that previously announced business combination (the "Closing") pursuant to the Merger Agreement to create a new public company focused on advancing Pre-Merger Oruka's pipeline of antibody therapies. On the Closing Date, First Merger Sub merged with and into Oruka, with Oruka continuing as a wholly owned subsidiary of ARCA and the surviving corporation of the merger (the "First Merger"), and Oruka merged with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the merger (the "Second Merger" and, together with the First Merger, the "Merger"). In connection with the completion of the Merger, we changed our name from "ARCA biopharma, Inc." to "Oruka Therapeutics, Inc." 1 Immediately prior to the execution and delivery of the Merger Agreement, certain new and existing investors of Oruka (the "Financing Investors") entered into a subscription agreement with Oruka (the "Subscription Agreement"), pursuant to which, and on the terms and Oruka common stock and 9,664,208 Pre-Merger Oruka pre-funded warrants for gross proceeds of app

View Full Filing

View this S-1 filing on SEC EDGAR