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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 27, 2026
Oruka Therapeutics, Inc.
(Exact name of Registrant as Specified in its
Charter)
| Delaware |
|
000-22873 |
|
36-3855489 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
855 Oak Grove Avenue
Suite 100 |
|
|
| Menlo Park, California |
|
94025 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (650) 606-7910
N/A
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.001 par value |
|
ORKA |
|
The Nasdaq Global Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On April 27, 2026, Oruka Therapeutics, Inc., a Delaware corporation
(the “Company”), disclosed in a preliminary prospectus supplement relating to the Offering (as defined below) that the Company
estimates that its cash, cash equivalents, and investments were approximately $496 million as of March 31, 2026. The Company is furnishing
this information pursuant to Item 2.02 solely because it was disclosed in the preliminary prospectus supplement relating to the Offering.
This preliminary estimate is based on currently available information
and is subject to revision based upon, among other things, the finalization and closing of the Company’s accounting books and records.
The Company’s financial results for the three months ended March 31, 2026 are not yet finalized. The preliminary financial data
included in the prospectus supplement was prepared by, and is the responsibility of, the Company’s management. This estimate should
not be viewed as a substitute for financial statements prepared in accordance with accounting principles generally accepted in the United
States and is not necessarily indicative of the results to be achieved in any future period.
Such preliminary results are furnished in the excerpt from the preliminary
prospectus supplement attached hereto as Exhibit 99.1.
The information in Item 2.02 of this Current Report on Form 8-K, including
Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except
as expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
On April 28, 2026, the Company entered into an
Underwriting Agreement (the “Underwriting Agreement”) with Leerink Partners LLC, TD Securities (USA) LLC, Goldman Sachs &
Co. LLC, Stifel, Nicolaus & Company, Incorporated and Guggenheim Securities, LLC, as the representatives of the several underwriters
named in Schedule A thereto (the “Underwriters”), providing for the offering and sale by the Company of 9,660,000 shares of
common stock, par value $0.001 per share (the “Common Stock”), at a price to the public of $72.50 per share (the “Offering”).
In addition, the Company has granted the Underwriters an option for a period of 30 days to purchase up to an additional 1,449,000 shares
of Common Stock at the public offering price, less underwriting discounts and commissions.
The Offering was made pursuant to the Company’s
shelf registration statement on Form S-3 (File No. 333-294852) previously filed with the Securities and Exchange Commission (the “SEC”),
which was declared effective by the SEC on April 10, 2026 under the Securities Act, including the related prospectus dated April 10, 2026,
as supplemented by a preliminary prospectus supplement, dated April 27, 2026 (SEC Accession No. 0001213900-26-048099), and prospectus
supplement, dated April 28, 2026, filed with the SEC pursuant to Rule 424(b) under the Securities Act. On April 30, 2026, the Offering
closed and the Company completed the sale and issuance of an aggregate of 9,660,000 shares of Common Stock.
The Underwriting Agreement contains customary
representations, warranties and covenants by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify
the Underwriters against certain liabilities, including for liabilities under the Securities Act.
The foregoing summary of the Underwriting Agreement
does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed
as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement by and among Oruka Therapeutics, Inc. and Leerink Partners LLC, TD Securities (USA) LLC, Goldman Sachs & Co. LLC, Stifel, Nicolaus & Company, Incorporated and Guggenheim Securities, LLC, as representatives of the several Underwriters, dated April 28, 2026 |
| 5.1 |
|
Opinion of Davis Polk & Wardwell LLP |
| 23.1 |
|
Consent of Davis Polk & Wardwell LLP (contained in Exhibit 5.1) |
| 99.1 |
|
Excerpt from Preliminary Prospectus Supplement dated April 27, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K
that do not relate to matters of historical fact should be considered forward-looking statements. Such forward-looking statements include,
but are not limited to, those regarding the Company’s estimated cash, cash equivalents, and investments as of March 31, 2026. Forward-looking
statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company’s control, including,
without limitation, those discussed in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2025, and other filings and reports that the Company makes from time to time with the SEC. The Company
does not undertake or accept any duty to make any updates or revisions to any forward-looking statements, except as required by applicable
law.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Oruka Therapeutics, Inc. |
| |
(Registrant) |
| |
|
|
| Date: April 30, 2026 |
By: |
/s/ Paul Quinlan |
| |
Name: |
Paul Quinlan |
| |
Title: |
General Counsel |
Exhibit 99.1
Recent Developments
Certain Financial and Operating Data for First
Quarter 2026
While we have not finalized our full financial
results for the quarter ended March 31, 2026, we estimate that our cash, cash equivalents, and investments were approximately $496 million
as of March 31, 2026.
This preliminary estimate is based on currently
available information and is subject to revision based upon, among other things, the finalization and closing of our accounting books
and records. Our financial results for the three months ended March 31, 2026 are not yet finalized.
The preliminary financial data included in this
prospectus supplement has been prepared by, and is the responsibility of, our management. PricewaterhouseCoopers LLP has not audited,
reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, PricewaterhouseCoopers
LLP does not express an opinion or any other form of assurance with respect thereto. This estimate should not be viewed as a substitute
for financial statements prepared in accordance with accounting principles generally accepted in the United States and is not necessarily
indicative of the results to be achieved in any future period. Accordingly, you should not draw any conclusions based on the foregoing
estimate and should not place undue reliance on this preliminary estimate.
