Fairmount Funds Discloses Stake in Oruka Therapeutics

TL;DR

**Fairmount Funds now has a stake in Oruka Therapeutics. Watch this space.**

AI Summary

On September 6, 2024, Fairmount Funds Management LLC, along with its affiliates Fairmount Healthcare Co-Invest III L.P. and Fairmount Healthcare Fund II L.P., and individuals Peter Harwin and Tomas Kiselak, filed a Schedule 13D. This filing indicates a change in beneficial ownership of Oruka Therapeutics, Inc. The filing does not disclose specific dollar amounts or share percentages at this time.

Why It Matters

This filing signals a significant investor's increased interest or a change in control dynamics for Oruka Therapeutics, potentially impacting its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, which can introduce volatility.

Key Players & Entities

• Fairmount Funds Management LLC (company) — Filing entity
• Oruka Therapeutics, Inc. (company) — Subject company
• Fairmount Healthcare Co-Invest III L.P. (company) — Affiliated filing entity
• Fairmount Healthcare Fund II L.P. (company) — Affiliated filing entity
• 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
• $275.0 m — n aggregate commitment of approximately $275.0 million, immediately prior to the closing

Filing Documents

• ea0213742-13dfair_oruka.htm (SC 13D) — 139KB
• ea021374201ex99-1_oruka.htm (EX-99.1) — 8KB
• ea021374201ex99-4_oruka.htm (EX-99.4) — 106KB
• 0001213900-24-076599.txt ( ) — 255KB

From the Filing

SC 13D 1 ea0213742-13dfair_oruka.htm SCHEDULE 13D UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) ORUKA THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 687604108 (CUSIP Number) Ms. Erin O’Connor Fairmount Funds Management LLC 200 Barr Harbor Drive, Suite 400 West Conshohocken, PA 19428 (267) 262-5300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) -with copy to- Ryan A. Murr, Esq. Gibson, Dunn & Crutcher LLP One Embarcadero Center, Suite 2600 San Francisco, CA 94111 (415) 393-8373 August 29, 2024 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box . 1 NAME OF REPORTING PERSON Fairmount Funds Management LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 6,611,255(1) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 6,611,255(1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,611,255(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.99%(2) 14 TYPE OF REPORTING PERSON IA (1) The securities include (a) 363,614 shares of common stock, $0.001 par value per share (the “ Common Stock ”) and 3,674,333 shares of Common Stock issuable upon conversion of 44,092 shares of Series B non-voting convertible preferred stock, par value $0.001 per share (the “ Series B Preferred Stock ”) directly held by Fairmount Healthcare Fund II L.P. (“ Fund II ”) and (b) 2,573,308 shares of Common Stock directly held by Fairmount Healthcare Co-Invest III L.P. (“ Co-Invest ”), and exclude 5,297,664 shares of Common Stock issuable upon exercise of Pre-Funded Warrants (as defined in Item 6 and subject to the limitations as described therein) and 7,753,833 shares of Common Stock issuable upon conversion of 93,046 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 exercise 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 Funds Management LLC (“ Fairmount ”) and its affiliates beneficially own 9.0% or less of the Common Stock, the beneficial (2) Based on 29,398,595 shares of Common Stock outstanding as of August 29, 2024. 2 1 NAME OF REPORTING PERSON Fairmount Healthcare Fund II L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 4,037,947(1) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 4,037,947(1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,037,947(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.21%(2) 14 TYPE OF REPORTING PERSON PN (1) The securities (a) include 363,614 shares of Common Stock and 3,674,333 shares of Common Stock issuable upon conversion of 44,092 shares of Series B Preferred Stock, and (b) exclude 5,297,664 shares of Common Stock issuable upon exercise of Pre-Funded Warrants and 7,753,833 shares of Common Stock issuable upon conversion of 93,046 shares of the Series B Preferred Stock. The exercise of the Pre-Funded Warrants is subject to a beneficial ownership limitation of 9.99% of the outstanding Common Stock and the exercise of the Series B Preferred Stock is 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 Seri

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View this SC 13D filing on SEC EDGAR