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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):
September 17, 2025
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 1.01 Entry into a Material Definitive Agreement.
On September 17, 2025, Oruka Therapeutics, Inc.,
a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”)
for a private placement (the “Private Placement”) with certain institutional and accredited investors (each, a “Purchaser”
and collectively, the “Purchasers”). The closing of the Private Placement occurred on September 19, 2025.
Pursuant to the Purchase Agreement, the Purchasers purchased (i) an aggregate of 10,933,405 shares (the “Common Shares”) of the Company’s common stock, par
value $0.001 per share (the “Common Stock”), at a price per share of $15.00, and (ii) pre-funded warrants (the “Pre-Funded
Warrants”) to purchase an aggregate of 1,066,666 shares of Common Stock (the “Pre-Funded Warrant Shares”) at a purchase
price of $14.999 per Pre-Funded Warrant, which represents the per share purchase price of the Common Shares less the $0.001 per share
exercise price for each Pre-Funded Warrant, for an aggregate purchase price of approximately $180 million.
The Pre-Funded Warrants will be exercisable at
any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates,
would beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise.
A holder of Pre-Funded Warrants may increase or decrease this percentage to a percentage not in excess of 19.99% by providing at least
61 days’ prior notice to the Company.
The Purchase Agreement contains customary representations
and warranties of the Company, on the one hand, and the Purchasers, on the other hand, and customary conditions to closing.
Also on September 17, 2025, the Company entered
into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers, which provides that the Company
will register the resale of the Common Shares and the Pre-Funded Warrant Shares. The Company is required to prepare and file a registration
statement with the Securities and Exchange Commission no later than October 15, 2025, and to use its commercially reasonable efforts to
have the registration statement declared effective within 90 days thereafter, subject to certain exceptions.
The Company has also agreed to, among other things,
indemnify the Purchasers, their officers, directors, agents, partners, members, managers, stockholders, affiliates, investment advisers
and employees under the registration statement from certain liabilities and pay all fees and expenses (excluding any legal fees of the
selling holder(s), and any underwriting discounts and selling commissions) incident to the Company’s obligations under the Registration
Rights Agreement.
The securities issued and sold to the Purchasers
under the Purchase Agreement will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) in
reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, or under any state securities laws. The
Company relied on this exemption from registration based in part on representations made by the Purchasers. The securities may not be
offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current
Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described
herein.
The Company has engaged Jefferies LLC, TD Securities
(USA) LLC, Guggenheim Securities, LLC and LifeSci Capital LLC as placement agents for the Private Placement. The Company has agreed to
pay customary placement fees and reimburse certain expenses of the placement agents.
The foregoing summary of the Purchase Agreement,
the Registration Rights Agreement and the Pre-Funded Warrants does not purport to be complete and is qualified in its entirety by reference
to the Purchase Agreement, the form of Registration Rights Agreement and the form of Pre-Funded Warrant, copies of which are filed as
Exhibits 10.1, 10.2 and 4.1 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein.
Following the closing of the Private
Placement, the Company has 48,384,150 shares of Common Stock issued and outstanding and approximately 67.1 million shares of Common
Stock issued and outstanding on a pro forma basis, which gives effect to the full conversion of the Company’s Series B
Non-Voting Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”), as of September 19,
2025, without regard to beneficial ownership limitations that may limit the ability of certain holders of Series B Preferred Stock
to convert such shares to Common Stock at such time, and assumes the exercise of all outstanding pre-funded warrants.
Item 3.02 Unregistered Sales of Equity Securities.
To the extent required by Form 8-K, the disclosures
in Item 1.01 above are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On September 17, 2025, the Company made available
a press release announcing the Private Placement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K.
Also on September 17, 2025, the Company made available a press release
announcing certain clinical data from its Phase 1 clinical trial of ORKA-001, as well as upcoming scientific presentations at the European Academy of Dermatology
and Venereology Congress. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, including
the information in the press releases attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K, is furnished pursuant
to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report
on Form 8-K, including the information in the press releases attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form
8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Pre-Funded Warrant. |
| 10.1† |
|
Securities Purchase Agreement, dated September 17, 2025, by and between Oruka Therapeutics, Inc. and each purchaser identified on Annex A thereto. |
| 10.2 |
|
Form of Registration Rights Agreement. |
| 99.1 |
|
Press Release, dated September 17, 2025. |
| 99.2 |
|
Press Release, dated September 17, 2025. |
| 104 |
|
The cover page from the Company’s Current Report on Form 8-K formatted in Inline XBRL. |
|
† |
Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the Securities and Exchange Commission; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished. |
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: |
September 22, 2025 |
By: |
/s/ Lawrence Klein |
| |
|
|
Name: |
Lawrence Klein |
| |
|
|
Title: |
President and Chief Executive Officer |
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