Oruka Therapeutics Inc SEC Filings

Oruka Therapeutics, Inc. director Christopher Martin has filed an initial beneficial ownership report indicating that he does not beneficially own any of the company’s securities. The report, dated 12/11/2025, is filed by a single reporting person and confirms that no non-derivative or derivative securities of Oruka Therapeutics are beneficially owned.

Oruka Therapeutics, Inc. reported that director Cameron Turtle resigned from its Board of Directors on December 11, 2025. The company stated that his resignation was not due to any disagreement over Oruka’s operations, policies, or practices.

On the same day, the board elected Christopher Martin as a Class II director, with a term ending at the 2026 annual meeting of stockholders, and named him Chair of the Compensation Committee and a member of the Audit Committee. As a non-employee director, he received a stock option for 35,000 shares of Oruka common stock vesting in 36 equal monthly installments and is eligible for annual cash retainers of $40,000 for board service, $12,000 for chairing the Compensation Committee, and $7,500 for Audit Committee service. The board determined he is independent under SEC and Nasdaq standards and reported no related-party transactions.

Oruka Therapeutics reported a third‑quarter net loss of $30.277 million as it advanced clinical programs in psoriasis and other I&I indications. Operating expenses were $34.105 million, driven by $28.988 million in R&D and $5.117 million in G&A. Interest income of $3.832 million partially offset expenses. Basic and diluted net loss per common share was $0.55.

Liquidity strengthened: as of September 30, 2025, cash, cash equivalents, and marketable securities totaled $500.9 million. Management expects this balance to fund operating plans for at least twelve months from issuance of the financial statements.

Financing activity included a 2025 PIPE of 10,933,405 common shares at $15.00 and 1,066,666 pre‑funded warrants at $14.999, for net proceeds of approximately $169.6 million. On October 3, 2025, the company established an ATM program permitting sales of up to $200.0 million of common stock. Program spend included milestone expenses, such as $3.0 million for ORKA‑001 upon first dosing in a Phase 2 trial and earlier‑year milestones for ORKA‑002.

Oruka Therapeutics, Inc. (ORKA) filed a prospectus to register up to 39,425,806 shares of common stock for resale by selling stockholders. This is a secondary offering; the company is not selling shares and will not receive proceeds from stockholder sales. The filing states the company will receive only the nominal cash exercise price if holders exercise pre-funded warrants for cash.

The registered shares include 7,083,000 September 2024 Private Placement Common Shares (including shares issued upon Series A Preferred conversion in November 2024), 680,000 shares issuable upon exercise of September 2024 pre-funded warrants, 10,933,405 September 2025 Private Placement Common Shares, 1,066,666 shares issuable upon exercise of September 2025 pre-funded warrants, and 19,662,735 Additional Fairmount Holdings, which include 2,936,922 common shares, 5,297,664 pre-funded warrant shares, and 11,428,149 shares issuable upon conversion of 137,138 shares of Series B Preferred Stock.

Shares outstanding were 48,384,150 as of September 19, 2025. The company’s common stock trades on Nasdaq as “ORKA,” and the last reported sale price was $19.18 per share on October 2, 2025.

Oruka Therapeutics (ORKA) launched an at-the-market offering of up to $200,000,000 of common stock to be sold from time to time through TD Cowen as agent or principal, pursuant to a Rule 424(b)(5) prospectus. Sales may occur on Nasdaq or by other permitted methods under Rule 415(a)(4). TD Cowen’s compensation is up to 3.0% of the gross sales price, and it will be deemed an underwriter for these transactions.

The company intends to use net proceeds for general corporate purposes, including research and development and working capital. As an illustration in the prospectus, at a price of $19.18 per share, $200.0 million of sales would equal 10,427,528 shares, implying up to 47,878,273 shares outstanding after the offering; actual results will vary with market prices and timing. ORKA’s last reported sale price on Nasdaq was $19.18 per share on October 2, 2025. Shares outstanding were 37,450,745 as of June 30, 2025.

Oruka Therapeutics (ORKA) filed Amendment No. 1 to a resale registration statement covering up to 39,425,806 shares of Common Stock. The prospectus registers shares for potential resale by selling stockholders from prior financings, including (i) 7,083,000 September 2024 Private Placement Common Shares, (ii) 680,000 shares issuable upon exercise of September 2024 pre‑funded warrants, (iii) 10,933,405 September 2025 Private Placement Common Shares, (iv) 1,066,666 shares issuable upon exercise of September 2025 pre‑funded warrants, and (v) 19,662,735 shares tied to Additional Fairmount Holdings, including shares issuable upon conversion of Series B Preferred Stock.

The company is not selling any shares in this registration and will not receive proceeds from stockholder resales; it would receive only the nominal cash exercise price if pre‑funded warrants are exercised for cash.

Selling stockholders may sell on Nasdaq under “ORKA,” in negotiated transactions, or by other permitted methods described in the plan of distribution. As context, shares outstanding were 48,384,150 as of September 19, 2025, and the Resale Shares represent approximately 59% of outstanding assuming warrant exercises and Series B conversions.

Oruka Therapeutics, Inc. filed Amendment No. 1 to its Form S‑3 shelf registration, adding Rule 473(b) language so the registration becomes automatically effective 20 days after this amendment. The shelf allows Oruka to offer, from time to time, up to $500,000,000 of common stock, preferred stock, depositary shares, and warrants, with specific terms to be set in future supplements.

A separate prospectus establishes an at‑the‑market program with TD Securities (USA) LLC (TD Cowen) for up to $200,000,000 of common stock, which is included within the $500,000,000 shelf. Sales may occur on Nasdaq or other permitted markets, including block trades, with TD Cowen earning up to a 3.0% commission. Oruka states it intends to use proceeds for general corporate purposes, including research and development and working capital.

As context, the company’s common stock trades on Nasdaq as “ORKA.” The ATM and any other offerings may proceed only after effectiveness and will be detailed in future prospectus supplements.

Oruka Therapeutics filed a shelf registration that includes a base prospectus for up to $500,000,000 of securities and a sales agreement prospectus for up to $200,000,000 of common stock to be sold at-the-market through TD Securities (USA) LLC. The company may sell common stock, preferred stock, depositary shares and warrants and intends to use net proceeds for general corporate purposes, including research and development and working capital. The prospectus discloses anti-takeover provisions in the charter and bylaws (staggered board, director removal only for cause, advance notice for nominations) and authority to issue 5,000,000 shares of preferred stock. The filing lists convertible and exercisable instruments, including 11,428,149 shares issuable on conversion of Series B preferred, 6,202,207 pre-funded warrant shares, and 10,933,405 shares issued in the 2025 PIPE Financing, and assumes up to 47,878,273 shares outstanding after a sample sale at $19.18 per share.

Oruka Therapeutics, Inc. (ORKA) files an S-3 shelf prospectus that includes corporate governance provisions, a large selling-stockholder table and potential issuance amounts for common and preferred stock. The document describes anti-takeover measures: a board-fill vacancy provision allowing remaining directors to fill vacancies, a classified board with three classes and staggered three-year terms, prohibition on stockholder action by written consent, advance notice requirements for stockholder proposals, no cumulative voting, director removal only for cause requiring at least 66 2/3% of voting power, and charter amendment thresholds of at least two-thirds of outstanding common stock. The Board may issue up to 5,000,000 shares of preferred stock without further stockholder action. The prospectus lists multiple selling stockholders and specific share counts (for example, 7,083,000 common shares from a September 2024 private placement and various warrants and convertible preferred-related quantities), and discloses administrative items including plan of distribution methods and choice-of-forum provisions favoring Delaware Chancery and federal courts for Securities Act claims.