Fairmount Funds Adjusts Oruka Therapeutics Stake

TL;DR

Fairmount Funds updated their Oruka Therapeutics filing on 11/21/24. Watch for changes.

AI Summary

Fairmount Funds Management LLC, along with its affiliates Fairmount Healthcare Co-Invest III L.P. and Fairmount Healthcare Fund II L.P., has amended their Schedule 13D filing regarding Oruka Therapeutics, Inc. as of November 21, 2024. The filing indicates a change in beneficial ownership, though specific share counts or dollar amounts are not detailed in this excerpt. The amendment was filed by Fairmount Funds Management LLC, with Peter Harwin and Tomas Kiselak listed as group members.

Why It Matters

This filing signals a potential shift in control or influence over Oruka Therapeutics by a significant investment group, which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate strategic shifts or potential activist involvement, which may introduce volatility.

Key Players & Entities

• Fairmount Funds Management LLC (company) — Filer of the Schedule 13D amendment
• Oruka Therapeutics, Inc. (company) — Subject company
• Fairmount Healthcare Co-Invest III L.P. (company) — Group member
• Fairmount Healthcare Fund II L.P. (company) — Group member
• Peter Harwin (person) — Group member
• Tomas Kiselak (person) — Group member

FAQ

Key Financial Figures

• $0.001 — INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securiti
• $10,005,000 — PIPE for an aggregate purchase price of $10,005,000. The source of the funding for the purc

Filing Documents

• ea0222167-13da2fair_oruka.htm (SC 13D/A) — 121KB
• 0001213900-24-101117.txt ( ) — 123KB

of the Statement is hereby amended and supplemented as follows

Item 3 of the Statement is hereby amended and supplemented as follows: As previously reported on this Schedule 13D, on September 13, 2024, the Reporting Persons purchased shares of Common Stock and Series A Preferred Stock in the PIPE for an aggregate purchase price of $10,005,000. The source of the funding for the purchases of the Common Stock and Series A Preferred Stock was the general working capital of the Reporting Persons. The information set forth in Item 4 below is incorporated herein by reference. 7 Item 4. Purpose of Transaction

is hereby amended and supplemented as follows

Item 4 is hereby amended and supplemented as follows: The Reporting Persons beneficially own 19.99% of the Company in the aggregate, based upon the Company’s aggregate outstanding shares of 35,158,550 shares of Common Stock, which consists of 34,998,550 shares of Common Stock outstanding as of November 1, 2024 plus 160,000 shares of Common Stock issued upon the conversion of 160 shares of Series A Preferred Stock held by Fund II on November 19, 2024. The Reporting Persons’ securities (a) include (i) 798,614 shares of Common Stock, 156,025 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants and 4,413,743 shares of Common Stock issuable upon conversion of 52,965 shares of Series B Preferred Stock directly held by Fund II and (ii) 2,573,308 shares of Common Stock directly held by Co-Invest, and (b) exclude (i) 5,141,639 shares of Common Stock issuable upon exercise of Pre-Funded Warrants and (ii) 7,014,406 shares of Common Stock issuable upon conversion of 84,173 shares of Series B Preferred Stock, in each case directly held by Fund II. The exercise of the Pre-Funded Warrants is subject to a beneficial ownership limitation of 9.99% of the outstanding Common Stock and the conversion of the Series B Preferred Stock is subject to a beneficial ownership limitation of 19.99%. The securities exclude shares of Common Stock issuable upon exercise of Pre-Funded Warrants and conversion of shares of Series B Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the Common Stock, the beneficial ownership limitation with respect to the Series B Preferred Stock will automatically reduce to 9.99%. Conversion of Series A Preferred Stock Pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock, dated September 12, 2024 (the “ Certificate of Designation ”), fol

Interest in Securities of the Company

Item 5. Interest in Securities of the Company The percentages used in this Schedule 13D are calculated based upon 35,158,550 shares of Common Stock outstanding, which consists of 34,998,550 shares of Common Stock outstanding as of November 1, 2024 plus 160,000 shares of Common Stock issued upon the conversion of 160 shares of Series A Preferred Stock held by Fund II on November 19, 2024. The Reporting Persons’ securities (a) include (i) 798,614 shares of Common Stock, 156,025 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants and 4,413,743 shares of Common Stock issuable upon conversion of 52,965 shares of Series B Preferred Stock directly held by Fund II and (ii) 2,573,308 shares of Common Stock directly held by Co-Invest, and (b) exclude (i) 5,141,639 shares of Common Stock issuable upon exercise of Pre-Funded Warrants and (ii) 7,014,406 shares of Common Stock issuable upon conversion of 84,173 shares of Series B Preferred Stock, in each case directly held by Fund II. The exercise of the Pre-Funded Warrants is subject to a beneficial ownership limitation of 9.99% of the outstanding Common Stock and the conversion of the Series B Preferred Stock is subject to a beneficial ownership limitation of 19.99%. The securities exclude shares of Common Stock issuable upon exercise of Pre-Funded Warrants and conversion of shares of Series B Preferred Stock in excess of such beneficial Fairmount is the investment manager or adviser to Fund II and Co-Invest and has voting and dispositive power over shares of Common Stock held on behalf of Fund II and Co-Invest. Other than the Conversion, the Reporting Persons have not had any transactions in the Common Stock. 8

Material

Item 7. Material to be Filed as Exhibits Exhibit No. Description 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 of the Reporting Persons’ Schedule 13D filed with the SEC on September 6, 2024). 9

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement as of November 21, 2024. FAIRMOUNT FUNDS MANAGEMENT LLC By: /s/ Peter Harwin /s/ Tomas Kiselak Peter Harwin Tomas Kiselak Managing Member Managing Member FAIRMOUNT HEALTHCARE FUND II L.P. By: /s/ Peter Harwin /s/ Tomas Kiselak Peter Harwin Tomas Kiselak Managing Member Managing Member FAIRMOUNT HEALTHCARE CO-INVEST III L.P. /s/ Peter Harwin /s/ Tomas Kiselak Peter Harwin Tomas Kiselak Managing Member Managing Member /s/ Peter Harwin Peter Harwin /s/ Tomas Kiselak Tomas Kiselak 10

View Full Filing

View this SC 13D/A filing on SEC EDGAR