Adage Capital Management Amends Oruka Therapeutics Filing

TL;DR

Adage Capital updated their Oruka stake filing. Watch this space.

AI Summary

Adage Capital Management, L.P. has amended its Schedule 13D filing regarding Oruka Therapeutics, Inc. on October 22, 2024. The filing indicates a change in beneficial ownership, though specific new holdings or dollar amounts are not detailed in this excerpt. Oruka Therapeutics, Inc. was formerly known as ARCA biopharma, Inc.

Why It Matters

This amendment signals a potential shift in significant stakeholder positions, which could influence Oruka Therapeutics' stock performance and strategic direction.

Risk Assessment

Risk Level: medium — Amendments to 13D filings often precede significant market activity or strategic changes by large shareholders.

Key Players & Entities

• Adage Capital Management, L.P. (company) — Filing entity
• Oruka Therapeutics, Inc. (company) — Subject company
• ARCA biopharma, Inc. (company) — Former name of subject company
• Robert Atchinson (person) — Associated with Adage Capital Partners GP, L.L.C.
• Adage Capital Partners GP, L.L.C. (company) — Associated entity

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securitie
• $0.001 — ") relates to the c ommon stock , $0.001 par value per share (the " Common
• $200,000 — a civil money penalty in the amount of $200,000. The Order notes that there is no state
• $5,791,490 — e of business. A total of approximately $5,791,490 was paid to acquire the 175,000 shares
• $23.00 — f Common Stock, at a price per share of $23.00 and. Other than as described in this It
• $23,000.00 — erred Stock "), at a price per share of $23,000.00. Each Preferred Share is convertible in

Filing Documents

• p24-3033sc13da.htm (SC 13D/A) — 78KB
• 0000902664-24-005943.txt ( ) — 79KB

of the Schedule 13D is hereby amended and restated as follows

Item 1 of the Schedule 13D is hereby amended and restated as follows: This statement on Schedule 13D (the " Schedule 13D ") relates to the c ommon stock , $0.001 par value per share (the " Common Stock ") , of Oruka Therapeutics, Inc. (formerly known as ARCA biopharma, Inc.) , a Delaware corporation (the " Issuer "). The Issuer's principal executive offices are located at 10170 Church Ranch Way, Suite 100, Westminster, CO 80021. Item 2. IDENTITY AND BACKGROUND

of the Schedule 13D is hereby amended and restated as follows

Item 2 of the Schedule 13D is hereby amended and restated as follows: (a) This statement is filed by: (i) Adage Capital Management, L.P., a Delaware limited partnership (" ACM "), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership (" ACP "), with respect to the shares of Common Stock directly held by ACP; (ii) Robert Atchinson (" Mr. Atchinson "), as (i) managing member of Adage Capital Advisors, L.L.C., a Delaware limited liability company (" ACA "), managing member of Adage Capital Partners GP, L.L.C., a Delaware limited liability company (" ACPGP "), general partner of ACP and (ii) managing member of Adage Capital Partners LLC, a Delaware limited liability company (" ACPLLC "), general partner of ACM, with respect to the shares of Common Stock directly held by ACP; and (iii) Phillip Gross (" Mr. Gross "), as (i) managing member of ACA, managing member of ACPGP and (ii) managing member of ACPLLC, general partner of ACM, with respect to the shares of Common Stock directly held by ACP. The foregoing persons are hereinafter sometimes collectively referred to as the " Reporting Persons ." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein. CUSIP No. 687604108 SCHEDULE 13D/A Page 6 of 10 Pages (b) The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116. (c) The principal business of ACM is to serve as investment manager to ACP. The principal business of each of Messrs. Atchinson and Gross is the management of investments in securities. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (

of the Schedule 13D is hereby amended and restated as follows

Item 3 of the Schedule 13D is hereby amended and restated as follows: Funds for the purchase of the 175,000 shares of Common Stock to which this Schedule 13D relates were derived from working capital of ACP made in the ordinary course of business. A total of approximately $5,791,490 was paid to acquire the 175,000 shares of Common Stock reported herein. Item 5. INTEREST IN SECURITIES OF THE ISSUER

of the Schedule 13D is hereby amended and restated as follows

Item 5 of the Schedule 13D is hereby amended and restated as follows: (a) & (b) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each of the Reporting Persons. The percentages used in this Schedule 13D are calculated based upon 34,998,550 shares of Common Stock outstanding following the closing of the Private Placement (as defined in Item 5(c)), as reported in Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 13, 2024. See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. The number of shares of Comon Stock in this 13D give effect to the reverse stock split of 1-for-12 effected on September 3, 2024. (c) On September 11, 2024, ACP entered into a Securities Purchase Agreement (the " Purchase Agreement ") for a private placement (the " Private Placement ") with the Issuer, which closed on September 13, 2024, pursuant to which ACP purchased 75,000 shares (the " Common Shares ") of Common Stock, at a price per share of $23.00 and. Other than as described in this Item 5(c), the Reporting Persons did not enter into any transactions in the shares of Common Stock during the past sixty days. (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of Common Stock. (e) August 29, 2024. CUSIP No. 687604108 SCHEDULE 13D/A Page 8 of 10 Pages Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

of the Schedule 13D is hereby supplemented by the addition of the following

Item 6 of the Schedule 13D is hereby supplemented by the addition of the following: Pursuant to the Purchase Agreement, ACP also purchased 25 shares (the " Preferred Shares ") of the Issuer's Series A Non-Voting Convertible Preferred Stock, par value $0.001 per share (the " Series A Preferred Stock "), at a price per share of $23,000.00. Each Preferred Share is convertible into 1,000 shares of Common Stock. Subject to the terms and limitations contained in the Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock (the " Certificate of Designation "), the Series A Preferred Stock issued in the Private Placement will not become convertible until the Issuer's stockholders approve the conversion of the Series A Preferred Stock into shares of Common Stock in accordance with the listing rules of the Nasdaq Stock Market (the " Stockholder Approval "). Following the Stockholder Approval, each share of Series A Preferred Stock will automatically convert into 1,000 shares of Common Stock, subject to certain limitations, including that shares of Series A Preferred Stock shall not be convertible if the conversion would result in a holder, together with its affiliates, beneficially owning more than 9.99% of the Common Stock as of the applicable conversion date, which may be increased at the holders' option (not to exceed 19.99%), effective in accordance with the terms of the Certificate of Designation. Pursuant to the Purchase Agreement, the Issuer is required to use its best efforts to hold a special meeting of its stockholders to obtain the Stockholder Approval (as defined below) no later than December 31, 2024. On September 13, 2024, ACP also entered into a Registration Rights Agreement (the " Registration Rights Agreement ") with the Issuer, which provides that the Issuer will register the resale of the Common Shares, the shares of Common Stock issuable upon conversion of the Preferred Shares, and the shares of Common Stock iss

of the Schedule 13D is hereby supplemented by the addition of the following

Item 7 of the Schedule 13D is hereby supplemented by the addition of the following: Exhibit 99.2: Securities Purchase Agreement, dated September 11, 2024, by and between the Issuer and each purchaser identified on Annex A thereto (incorporated by reference to Exhibit 10.1 of the Issuer's Current Report filed with the SEC on September 13, 2024). Exhibit 99.3 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 of the Issuer's Current Report filed with the SEC on September 13, 2024) CUSIP No. 687604108 SCHEDULE 13D/A Page 10 of 10 Pages

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. DATE: October 22, 2024 ADAGE CAPITAL MANAGEMENT, L.P. By: Adage Capital Partners LLC, its general partner /s/ Robert Atchinson Name: Robert Atchinson Title: Managing Member /s/ Robert Atchinson ROBERT ATCHINSON, individually /s/ Phillip Gross PHILLIP GROSS, individually

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