Oruka Therapeutics Inc SEC Filings

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.

Oruka Therapeutics, Inc. received a Schedule 13G reporting that a group of Viking-related entities and three named individuals may be deemed to beneficially own 2,666,690 shares of the company’s common stock, representing 5.5% of the outstanding class based on 48,384,150 shares outstanding following a private placement. The filing breaks ownership down: Viking Global Opportunities (VGOP) directly owns 1,600,014 shares (3.3%) and Viking Global Opportunities Drawdown (VGOD) directly owns 1,066,676 shares (2.2%). All reporting persons report only shared voting and dispositive power and no sole voting or dispositive power. The filing lists Oruka’s principal executive office in Menlo Park, CA, and provides the reporting persons’ business address in Stamford, CT. Signatures are dated 09/24/2025.

Fairmount Funds Management LLC and affiliated entities report beneficial ownership of 11,162,741 shares of Oruka Therapeutics, Inc. common stock, representing 19.99% of the outstanding shares based on 55,841,629 shares as of September 17, 2025. This total includes 3,705,262 directly held shares, pre-funded warrants for 1,253,572 shares and conversion rights for 6,203,907 shares of Series B preferred stock, each subject to stated beneficial ownership limitations. On September 17, 2025 Fund II purchased 333,340 shares in a PIPE at $15.00 per share for $5,000,100; the PIPE closed on September 19, 2025. The investors received registration rights requiring the company to file an initial resale registration statement by October 15, 2025. Certain additional shares issuable upon exercise or conversion are excluded from the reported totals because they would exceed the contractual ownership caps.

Oruka Therapeutics insiders and affiliated funds reported a private placement purchase of common stock on 09/17/2025. The filing shows 333,340 shares were acquired at $15.00 per share in a transaction described as a private placement exempt under Rule 16b-3(d)(1). The report lists beneficial ownership following the transaction of 1,131,954 shares attributed to Fairmount Healthcare Fund II L.P. and 2,573,308 shares attributed to Fairmount Healthcare Co-Invest III L.P., each held indirectly. Fairmount Funds Management LLC is the manager of those funds and identifies Peter Harwin and Tomas Kiselak as its managers; they disclaim beneficial ownership except to the extent of pecuniary interest. Signatures are dated 09/19/2025.