Podstawowe statystyki
| LEI | 529900TG7O4ESUDMGI54 |
| CIK | 907654 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to ARCA biopharma, Inc.
SEC Filings (Chronological Order)
Na tej stronie znajduje się pełna, chronologiczna lista zgłoszeń SEC, z wyłączeniem zgłoszeń własności, które udostępniamy gdzie indziej.
| June 4, 2026 |
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): June 2, 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 F |
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| June 1, 2026 |
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): May 29, 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 F |
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| June 1, 2026 |
FIRST AMENDMENT TO IL-23 LICENSE AGREEMENT Exhibit 10.1 FIRST AMENDMENT TO IL-23 LICENSE AGREEMENT This First Amendment to IL-23 License Agreement (this “First Amendment”) is dated as of May 29, 2026 (the “Amendment Effective Date”) and is entered into by and between Paragon Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (“Paragon”), having its principal place of business at 221 Crescent Street, Buildin |
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| May 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 000-22873 Oruka Therapeutics |
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| April 30, 2026 |
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 |
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| April 30, 2026 |
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 ba |
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| April 30, 2026 |
Exhibit 1.1 Oruka Therapeutics, Inc. (a Delaware Corporation) 9,660,000 Shares of Common Stock UNDERWRITING AGREEMENT April 28, 2026 Leerink Partners LLC TD Securities (USA) LLC Goldman Sachs & Co. LLC Stifel, Nicolaus & Company, Incorporated Guggenheim Securities, LLC as Representatives of the several Underwriters c/o Leerink Partners LLC One Federal Street, 37th Floor Boston, Massachusetts 02110 |
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| April 29, 2026 |
9,660,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-294852 PROSPECTUS SUPPLEMENT (To Prospectus dated April 10, 2026) 9,660,000 Shares of Common Stock We are offering 9,660,000 shares of our common stock, par value $0.001 per share pursuant to this prospectus supplement and the accompanying prospectus. Our common stock is listed on the Nasdaq Global Market under the symbol “ORKA.” On April 28, 2 |
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| April 27, 2026 |
Exhibit 99.1 Oruka Therapeutics Announces Positive Week 16 Data for ORKA-001 from the Ongoing EVERLAST-A Phase 2a Trial in Moderate-to-Severe Plaque Psoriasis ORKA-001 achieved 63.5% (40/63) PASI 100 at Week 16 Favorable safety profile consistent with the IL-23p19 class Updated Phase 1 PK/PD data continue to support the potential for once-yearly dosing, with longer-term EVERLAST-A data expected in |
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| April 27, 2026 |
SUBJECT TO COMPLETION, DATED APRIL 27, 2026 Filed Pursuant to Rule 424(b)(5) Registration No. 333-294852 The information in this preliminary prospectus supplement and the accompanying base prospectus is not complete and may be changed. A registration statement relating to these securities has become effective under the Securities Act of 1933, as amended. This preliminary prospectus supplement and the accompanying base prospectus are not an |
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| April 27, 2026 |
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 |
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| April 27, 2026 |
SUBJECT TO COMPLETION, DATED APRIL 27, 2026 Filed Pursuant to Rule 424(b)(5) Registration No. 333-294852 The information in this preliminary prospectus supplement and the accompanying base prospectus is not complete and may be changed. A registration statement relating to these securities has become effective under the Securities Act of 1933, as amended. This preliminary prospectus supplement and the accompanying base prospectus are not an |
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| April 27, 2026 |
Exhibit 99.2 ©2026 Oruka Therapeutics ©2026 ORUKA THERAPEUTICS EVERLAST - A Interim Data ORKA - 001 Phase 2a trial in psoriasis April 27, 2026 ©2026 Oruka Therapeutics 2 Disclaimers The information contained in this presentation has been prepared by Oruka Therapeutics, Inc. (the “Company”) and contains inf orm ation pertaining to the business and operations of the Company. The information containe |
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| April 21, 2026 |
39,425,806 Shares of Common Stock Offered by the Selling Stockholders Filed Pursuant to Rule 424(b)(7) Registration No. 333-290715 PROSPECTUS SUPPLEMENT (To Prospectus dated November 3, 2025) 39,425,806 Shares of Common Stock Offered by the Selling Stockholders This prospectus supplement (this “prospectus supplement”) amends and supplements information contained or incorporated by reference in the prospectus dated November 3, 2025 (the “prospectus”) relating to the |
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| April 17, 2026 |
SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 17, 2026 |
SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 17, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) 6 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-22873 ––––––––––––––– |
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| April 8, 2026 |
April 8, 2026 Re: Oruka Therapeutics, Inc. Acceleration Request for Registration Statement on Form S-3 Registration File No. 333-294852 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes Dear Mr. Howes, In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effe |
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| April 7, 2026 |
April 7, 2026 Lawrence Klein Chief Executive Officer Oruka Therapeutics, Inc. 855 Oak Grove Avenue, Suite 100 Menlo Park, CA 94025 Re: Oruka Therapeutics, Inc. Registration Statement on Form S-3 Filed April 2, 2026 File No. 333-294852 Dear Lawrence Klein: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding req |
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| April 2, 2026 |
As filed with the Securities and Exchange Commission on April 2, 2026 As filed with the Securities and Exchange Commission on April 2, 2026 Registration No. |
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| April 2, 2026 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 Oruka Therapeutics, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock |
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| March 12, 2026 |
As filed with the Securities and Exchange Commission on March 12, 2026 As filed with the Securities and Exchange Commission on March 12, 2026 Registration No. |
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| March 12, 2026 |
CALCULATION OF FILING FEE TABLES Oruka Therapeutics, Inc. Table 1: Newly Registered Securities Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 Oruka Therapeutics, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 per share (1) Other 3,354,715 $ 32.89 $ 110,336,576.35 0.0 |
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| March 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-22873 Oruka Therapeut |
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| March 12, 2026 |
ORUKA THERAPEUTICS, INC. WARRANT TO PURCHASE COMMON STOCK Exhibit 4.6 ORUKA THERAPEUTICS, INC. WARRANT TO PURCHASE COMMON STOCK Number of Warrant Shares: 375,000 (subject to adjustment) Warrant No. ORKA-002 Original Issue Date: December 12, 2025 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Paruka Holding LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise an |
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| March 12, 2026 |
Subsidiaries of Oruka Therapeutics, Inc. Exhibit 21.1 Subsidiaries of Oruka Therapeutics, Inc. Name of Subsidiary State or Jurisdiction in Which Incorporated or Organized Oruka Therapeutics Operating Company, LLC Delaware |
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| March 12, 2026 |
ORUKA THERAPEUTICS, INC. 2024 STOCK INCENTIVE PLAN GRANT NOTICE FOR RESTRICTED STOCK UNIT AWARD Exhibit 10.9 EMPLOYEE FORM ORUKA THERAPEUTICS, INC. 2024 STOCK INCENTIVE PLAN GRANT NOTICE FOR RESTRICTED STOCK UNIT AWARD FOR GOOD AND VALUABLE CONSIDERATION, Oruka Therapeutics, Inc. (the “Company”) hereby grants to the Participant named below the number of Restricted Stock Units (the “RSUs”) specified below (the “Award”) under the Oruka Therapeutics, Inc. 2024 Stock Incentive Plan (as amended f |
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| December 11, 2025 |
Exhibit 10.1 December 1, 2025 Chris Martin Email – [email protected] Re: Appointment to Oruka Therapeutics, Inc. Board of Directors Dear Chris: I am pleased to present this formal offer to join the Board of Directors (the “Board”) of Oruka Therapeutics, Inc. (the “Company”) as a member, Chair of our Compensation Committee and member of our Audit Committee. This offer is contingent upon (i) your c |
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| December 11, 2025 |
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): December 11, 2025 Oruka Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorporation) (Commiss |
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| November 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 000-22873 Oruka Therapeu |
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| November 5, 2025 |
39,425,806 Shares of Common Stock Offered by the Selling Stockholders Filed Pursuant to Rule 424(b)(3) Registration No. 333-290715 PROSPECTUS 39,425,806 Shares of Common Stock Offered by the Selling Stockholders This prospectus relates to the proposed resale or other disposition by the selling stockholders identified herein (the “Selling Stockholders”) of up to 39,425,806 of shares of Common Stock, consisting of up to (i) 7,083,000 shares (the “September 2024 Privat |
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| November 5, 2025 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-290718 PROSPECTUS $200,000,000 Common Stock We have entered into a sales agreement (the “Sales Agreement”) with TD Securities (USA) LLC (“TD Cowen”), dated October 3, 2025, relating to the sale of shares of our common stock, $0.001 par value per share, offered by this prospectus. In accordance with the terms of the Sales Agreement, under this p |
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| October 14, 2025 |
As filed with the Securities and Exchange Commission on October 14, 2025 As filed with the Securities and Exchange Commission on October 14, 2025 Registration No. |
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| October 14, 2025 |
As filed with the Securities and Exchange Commission on October 14, 2025 As filed with the Securities and Exchange Commission on October 14, 2025 Registration No. |
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| October 3, 2025 |
Oruka Therapeutics, Inc. common stock SALES AGREEMENT Exhibit 1.2 Oruka Therapeutics, Inc. $200,000,000 common stock SALES AGREEMENT October 3, 2025 TD Securities (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 Ladies and Gentlemen: Oruka Therapeutics, Inc. (the “Company”), confirms its agreement (this “Agreement”) with TD Securities (USA) LLC (“TD Cowen”), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from time to time |
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| October 3, 2025 |
As filed with the Securities and Exchange Commission on October 3, 2025 As filed with the Securities and Exchange Commission on October 3, 2025 Registration No. |
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| October 3, 2025 |
Calculation of Filing Fee Tables S-3 Oruka Therapeutics, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward In |
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| October 3, 2025 |
Calculation of Filing Fee Tables S-3 Oruka Therapeutics, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward In |
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| October 3, 2025 |
As filed with the Securities and Exchange Commission on October 3, 2025 As filed with the Securities and Exchange Commission on October 3, 2025 Registration No. |
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| September 22, 2025 |
Exhibit 4.1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN |
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| September 22, 2025 |
Exhibit 99.2 Oruka Therapeutics Announces Positive Interim Phase 1 Results for ORKA-001 Half-life of approximately 100 days increases likelihood of once-per-year dosing Pharmacokinetic profile supports the ability to achieve exposures that could lead to higher efficacy and extended off-treatment remissions Well tolerated with a favorable safety profile consistent with the IL-23p19 class EVERLAST-A |
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| September 22, 2025 |
Oruka Therapeutics, Inc. 8,719,000 Shares of Common Stock Offered by the Selling Stockholders Filed Pursuant to Rule 424(b)(3) Registration No. 333-283212 Prospectus Supplement No. 3 (to prospectus dated March 11, 2025) Oruka Therapeutics, Inc. 8,719,000 Shares of Common Stock Offered by the Selling Stockholders This prospectus supplement no. 3 is being filed to update and supplement information contained in the prospectus dated March 6, 2025 (the “Prospectus”), which forms a part of our r |
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| September 22, 2025 |
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) (Commis |
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| September 22, 2025 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 17, 2025, is entered into by and among Oruka Therapeutics Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms |
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| September 22, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of September 17, 2025, by and among Oruka Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”). WHEREAS, the Company and the Investors are executing and deliver |
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| September 22, 2025 |
Oruka Therapeutics Announces $180 Million Private Placement Exhibit 99.1 Oruka Therapeutics Announces $180 Million Private Placement MENLO PARK, Calif., Sept. 17, 2025 (GLOBE NEWSWIRE) - Oruka Therapeutics, Inc. (“Oruka” or the “Company”) (Nasdaq: ORKA), a biotechnology company developing novel biologics designed to set a new standard for the treatment of chronic skin diseases, including plaque psoriasis, today announced that it has entered into a securiti |
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| August 11, 2025 |
Oruka Therapeutics, Inc. 8,719,000 Shares of Common Stock Offered by the Selling Stockholders Filed Pursuant to Rule 424(b)(3) Registration No. 333-283212 Prospectus Supplement No. 2 (to prospectus dated March 11, 2025) Oruka Therapeutics, Inc. 8,719,000 Shares of Common Stock Offered by the Selling Stockholders This prospectus supplement no. 2 is being filed to update and supplement information contained in the prospectus dated March 6, 2025 (the “Prospectus”), which forms a part of our r |
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| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 000-22873 Oruka Therapeutics, |
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| July 1, 2025 |
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): July 1, 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 F |
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| July 1, 2025 |
Offer Letter, dated July 1, 2025, between Oruka Therapeutics, Inc. and Laura Sandler. Exhibit 10.1 July 1, 2025 Laura Sandler c/o Oruka Therapeutics, Inc. 855 Oak Grove Avenue, Suite 100 Menlo Park, CA 94025 Re: Amended and Restated Employment Letter Agreement Dear Laura: On behalf of Oruka Therapeutics, Inc. (the “Company”), I am pleased to offer you the position of Chief Operating Officer (the “Role”) pursuant to this letter agreement (the “Agreement”). Your employment with the C |
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| June 3, 2025 |
Submission of Matters to a Vote of Security Holders 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): June 2, 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 F |
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| May 14, 2025 |
Paruka Warrant, dated December 31, 2024 Exhibit 4.5 ORUKA THERAPEUTICS, INC. WARRANT TO PURCHASE COMMON STOCK Number of Warrant Shares: 596,930 (subject to adjustment) Warrant No. ORKA-001 Original Issue Date: December 31, 2024 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Paruka Holding LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise an |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 000-22873 Oruka Therapeutics |
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| May 14, 2025 |
Oruka Therapeutics, Inc. 8,719,000 Shares of Common Stock Offered by the Selling Stockholders Filed Pursuant to Rule 424(b)(3) Registration No. 333-283212 Prospectus Supplement No. 1 (to prospectus dated March 11, 2025) Oruka Therapeutics, Inc. 8,719,000 Shares of Common Stock Offered by the Selling Stockholders This prospectus supplement no. 1 is being filed to update and supplement information contained in the prospectus dated March 6, 2025 (the “Prospectus”), which forms a part of our r |
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| April 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) 6 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-22873 Oruka Therapeut |
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| April 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| March 6, 2025 |
Incentive Compensation Clawback Policy Exhibit 97.1 INCENTIVE COMPENSATION CLAWBACK POLICY August 29, 2024 I. Recoupment of Incentive-Based Compensation It is the policy of Oruka Therapeutics, Inc. (the “Company”) that, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws ( |
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| March 6, 2025 |
Exhibit 19.1 INSIDER TRADING POLICY August 29, 2024 I. INTRODUCTION Federal and state laws prohibit buying, selling or making other transfers of securities by persons who have material information that is not generally known or available to the public. These laws also prohibit persons with such material nonpublic information (“MNPI”) from disclosing this information to others who trade. Trading wh |
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| March 6, 2025 |
Form of Indemnification Agreement Exhibit 10.19 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is entered into as of by and between Oruka Therapeutics, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”) and shall be deemed effective upon the earliest date that the Indemnitee is duly elected or appointed as a director or officer of the Company. RECITALS WHEREAS, the Board of Directors |
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| March 6, 2025 |
Exhibit 10.29 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. IL-17 LICENSE AGREEMENT This License Agreement (“Agreement”) is entered into and effective as of February 4, 2025 (the “Effective Date”), by and between Paragon |
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| March 6, 2025 |
Exhibit 21.1 Subsidiaries of Oruka Therapeutics, Inc. Name of Subsidiary State or Jurisdiction in Which Incorporated or Organized Oruka Therapeutics Operating Company, LLC Delaware Oruka Therapeutics Australia Pty Ltd. Australia |
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| March 6, 2025 |
Exhibit 10.33 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 1 TO THE CELL LICENSE AGREEMENT THIS AMENDMENT NO. 1 TO THE CELL LINE LICENSE AGREEMENT (“Amendment”), effective as of November 20, 2024 (the “Ame |
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| March 6, 2025 |
Exhibit 10.18 October 1, 2024 Joana Goncalves c/o Oruka Therapeutics, Inc. 855 Oak Grove Avenue, Suite 100 Menlo Park, CA 94025 Re: Amended and Restated Employment Letter Agreement Dear Jo: On behalf of Oruka Therapeutics, Inc. (the “Company”), I am pleased to offer you a continuing position as Chief Medical Officer (the “Role”) pursuant to this letter agreement (the “Agreement”). Your Role commen |
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| March 6, 2025 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED DESCRIPTION OF CAPITAL STOCK General The following description summarizes the material terms of the capital stock of Oruka Therapeutics, Inc. (“we,” “us,” “our” or the “Company”), as well as other material terms of certain provisions of the Delaware General Co |
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| March 6, 2025 |
Non-Employee Directors Compensation Program Exhibit 10.20 Oruka Therapeutics, Inc. Non-Employee Directors Compensation Program Each of our non-employee directors receives compensation pursuant to the non-employee director cash and equity compensation program adopted by our Board. This program provides for the following annual cash retainers: Annual Cash Retainer $ 40,000 Annual Board Chair Retainer $ 30,000 Audit Committee Retainers: Chair |
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| March 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-22873 Oruka Therapeut |
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| March 6, 2025 |
As filed with the Securities and Exchange Commission on March 6, 2025 As filed with the Securities and Exchange Commission on March 6, 2025 Registration No. |
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| March 6, 2025 |
As filed with the Securities and Exchange Commission on March 6, 2025 As filed with the Securities and Exchange Commission on March 6, 2025 Registration No. |
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| March 6, 2025 |
Form of Pre-Funded Warrant, dated August 29, 2024. Exhibit 4.3 THE OFFER AND SALE OF THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STA |
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| March 6, 2025 |
Exhibit 10.31 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. IL-23 LICENSE AGREEMENT This License Agreement (“Agreement”) is entered into and effective as of December 17, 2024 (the “Effective Date”), by and between Parago |
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| March 6, 2025 |
Exhibit 10.17 October 1, 2024 Paul Quinlan c/o Oruka Therapeutics, Inc. 855 Oak Grove Avenue, Suite 100 Menlo Park, CA 94025 Re: Amended and Restated Employment Letter Agreement Dear Paul: On behalf of Oruka Therapeutics, Inc. (the “Company”), I am pleased to offer you a continuing position as General Counsel (the “Role”) pursuant to this letter agreement (the “Agreement”). Your Role commenced on |
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| March 6, 2025 |
Exhibit 10.32 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. CELL LINE LICENSE AGREEMENT This Cell Line License Agreement (“Agreement”), effective as of March 4, 2024 (“EFFECTIVE DATE”), is entered and made by and between |
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| March 6, 2025 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Oruka Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.001 |
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| February 5, 2025 |
Entry into a Material Definitive Agreement 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): February 4, 2025 Oruka Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorporation) (Commissi |
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| December 19, 2024 |
Entry into a Material Definitive Agreement 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): December 17, 2024 Oruka Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorporation) (Commiss |
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| November 22, 2024 |
November 22, 2024 Lawrence Klein Chief Executive Officer Oruka Therapeutics, Inc. 855 Oak Grove Avenue Suite 100 Menlo Park, CA 94025 Re: Oruka Therapeutics, Inc. Registration Statement on Form S-1 Filed November 14, 2024 File No. 333-283212 Dear Lawrence Klein: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regard |
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| November 22, 2024 |
November 22, 2024 VIA EDGAR AND EMAIL United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| November 21, 2024 |
SC 13D/A 1 ea0222167-13da2fairoruka.htm AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) 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 B |
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| November 18, 2024 |
Submission of Matters to a Vote of Security Holders 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): November 14, 2024 Oruka Therapeutics, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 000-22873 36-3855489 (State or other jurisdiction of incorporation) (Commiss |
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| November 14, 2024 |
ORKA / Oruka Therapeutics, Inc. / JANUS HENDERSON GROUP PLC - JANUS CLOSEOUT Passive Investment SC 13G/A 1 oruka.arca09302024.txt JANUS CLOSEOUT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No.: 2* Name of Issuer: Oruka Therapeutics, Inc. (formerly known as ARCA biopharma, Inc.) Title of Class of Securities: Common Stock CUSIP Number: 687604108 Date of Event Which Requires Filing of this Statement: 9/ |
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| November 14, 2024 |
ORKA / Oruka Therapeutics, Inc. / Avidity Partners Management LP Passive Investment SC 13G/A 1 d1153039313g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Oruka Therapeutics, Inc.1 (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 687604108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the a |
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| November 14, 2024 |
As filed with the Securities and Exchange Commission on November 14, 2024 As filed with the Securities and Exchange Commission on November 14, 2024 Registration No. |
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| November 14, 2024 |
ORKA / Oruka Therapeutics, Inc. / Allostery Investments LP Passive Investment SC 13G/A 1 oruka13ga1-11142024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Oruka Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 687604108 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Chec |
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| November 14, 2024 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Oruka Therapeutics, Inc. Opinion on the Financial Statement — Balance Sheet We have audited the accompanying balance sheet of Oruka Therapeutics, Inc. (the “Company”) as of February 6, 2024, including the related notes (collectively referred to as the “financial statement”). In our op |
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| November 14, 2024 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Oruka Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.001 |
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| November 14, 2024 |
SC 13G/A 1 tm2428137d13sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Oruka Therapeutics, Inc. (Name of Issuer) Common stock, $0.001 par value per share (Title of Class of Securities) 687604108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statem |
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| November 14, 2024 |
Exhibit 99.3 EMPLOYEE FORM ORUKA THERAPEUTICS, INC. 2024 stock INCENTIVE PLAN GRANT NOTICE FOR STOCK OPTIONS FOR GOOD AND VALUABLE CONSIDERATION, Oruka Therapeutics, Inc. (the “Company”), hereby grants to Participant named below an option (the “Option”) to purchase any part or all of the number of shares of Common Stock that are covered by this Option at the Exercise Price per share, each specifie |
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| November 14, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Oruka Therapeutics, Inc. |
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| November 14, 2024 |
Exhibit 99.2 Director FORM ORUKA THERAPEUTICS, INC. 2024 stock INCENTIVE PLAN GRANT NOTICE FOR Nonqualified STOCK OPTIONS FOR GOOD AND VALUABLE CONSIDERATION, Oruka Therapeutics, Inc. (the “Company”), hereby grants to Participant named below a Nonqualified Stock Option (the “Option”) to purchase any part or all of the number of shares of Common Stock that are covered by this Option at the Exercise |
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| November 14, 2024 |
Financial Statements and Exhibits, Other Events 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): November 14, 2024 Oruka Therapeutics, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 000-22873 36-3855489 (State or other jurisdiction of incorporation) (Commiss |
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| November 14, 2024 |
As filed with the Securities and Exchange Commission on November 14, 2024 As filed with the Securities and Exchange Commission on November 14, 2024 Registration No. |
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| November 13, 2024 |
Form of Registration Rights Agreement, dated as of August 29, 2024. Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 29, 2024, among Oruka Therapeutics, Inc., a Delaware corporation (the “Company”), ARCA biopharma, Inc. (“Parent”), a Delaware corporation, and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 000-22873 Oruka Therapeu |
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| October 22, 2024 |
ORKA / Oruka Therapeutics, Inc. / Adage Capital Management, L.P. Activist Investment SC 13D/A 1 p24-3033sc13da.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Oruka Therapeutics, Inc. (formerly known as ARCA biopharma, Inc.) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 687604108 (CUSIP Number) Robert Atchinson Adage Capital Partners GP, L.L.C. 200 |
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| October 18, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul |
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| October 7, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| October 7, 2024 |
ORKA / Oruka Therapeutics, Inc. / FMR LLC Passive Investment SCHEDULE 13G Amendment No.0 ORUKA THERAPEUTICS COMMON STOCK Cusip #687604108 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #687604108 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 5,512,300 Item 6: 0 Item 7: 5,512,300 Item 8: 0 Item 9: 5,512,300 Item 11: 15. |
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| October 4, 2024 |
Exhibit 10.1 October 3, 2024 Lawrence Klein c/o Oruka Therapeutics, Inc. 855 Oak Grove Avenue, Suite 100 Menlo Park, CA 94025 Re: Amended and Restated Employment Letter Agreement Dear Lawrence: On behalf of the Board of Directors (the “Board”) of Oruka Therapeutics, Inc. (the “Company”), I am pleased to offer you a continuing position as Chief Executive Officer of the Company (“CEO”) and as a memb |
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| October 4, 2024 |
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): October 3, 2024 Oruka Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorporation) (Commissio |
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| October 4, 2024 |
Exhibit 10.2 October 3, 2024 Arjun Agarwal c/o Oruka Therapeutics, Inc. 855 Oak Grove Avenue, Suite 100 Menlo Park, CA 94025 Re: Amended and Restated Employment Letter Agreement Dear Arjun: On behalf of Oruka Therapeutics, Inc. (the “Company”), I am pleased to offer you a continuing position as Senior Vice President, Finance (the “Role”) pursuant to this letter agreement (the “Agreement”). Your Ro |
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| September 13, 2024 |
Exhibit 3.1 Oruka Therapeutics, Inc. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Oruka Therapeutics, Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly adopted |
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| September 13, 2024 |
Exhibit 99.2 Oruka Therapeutics Announces Accelerated Clinical Timelines and Upcoming Presentation at EADV Supporting ORKA-001’s Profile as a Potentially Best-in-Class Half-Life Extended Antibody Targeting IL-23p19 ORKA-001, a novel half-life extended IL-23p19 monoclonal antibody (mAb), first-in-human dosing now expected first quarter 2025 ORKA-002, a novel half-life extended IL-17A/F mAb, first-i |
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| September 13, 2024 |
Form of Pre-Funded Warrant, dated September 13, 2024. Exhibit 4.1 FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Number of Shares: [●] (subject to adjustment) Warrant No. [●] Original Issue Date: September 13, 2024 Oruka Therapeutics, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [●] or its registered assigns (the “Holder”), |
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| September 13, 2024 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 13, 2024, is entered into by and among Oruka Therapeutics Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms |
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| September 13, 2024 |
Exhibit 10.1 Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of September 11, 2024, by and among Oruka Therapeutics, Inc., a Delaware corporation (the “Company”), an |
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| September 13, 2024 |
Oruka Therapeutics Announces $200 Million Private Placement Exhibit 99.1 Oruka Therapeutics Announces $200 Million Private Placement MENLO PARK, Calif., September 12, 2024 (GLOBE NEWSWIRE) - Oruka Therapeutics, Inc. (“Oruka” or the “Company”) (Nasdaq: ORKA), a biotechnology company developing novel biologics designed to set a new standard for the treatment of chronic skin diseases, including plaque psoriasis, today announced that it has entered into a secu |
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| September 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) 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 ( |
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| September 13, 2024 |
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 11, 2024 Oruka Therapeutics, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 000-22873 36-3855489 (State or other jurisdiction of incorporation) (Commis |
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| September 6, 2024 |
EX-99.1 2 ea021374201ex99-1oruka.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, $0.001 par value per share, of Oruka The |
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| September 6, 2024 |
ABIO / ARCA biopharma, Inc. / Fairmount Funds Management LLC - SCHEDULE 13D Activist Investment UNITED STATES 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 (N |
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| September 6, 2024 |
EX-99.4 3 ea021374201ex99-4oruka.htm FORM OF REGISTRATION RIGHTS AGREEMENT, BY AND AMONG THE COMPANY, PRE-MERGER ORUKA AND CERTAIN PURCHASERS Exhibit 99.4 Final Form REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 29, 2024, among Oruka Therapeutics, Inc., a Delaware corporation (the “Company”), ARCA biopharma, Inc. (“Parent” |
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| September 5, 2024 |
Second Amended and Restated Certificate of Incorporation of the Company, filed September 3, 2024. Exhibit 3.5 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ORUKA THERAPEUTICS, INC. Pursuant to Section 245 of the General Corporation Law of the State of Delaware (the “DGCL”), Oruka Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the DGCL, hereby submits the following for the purpose of amending and restating its |
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| September 5, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARCA BIOPHARMA, INC. ARCA biopharma, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify: 1. The current name of the Corporation is ARCA biopharm |
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| September 5, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.5 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below shall have the same meaning as terms defined and included in the Company’s definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 22, 2024. On April 3, 2024, Oruka entered into a Merger Agreement with ARCA and the Merger Subs, pursuant to |
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| September 5, 2024 |
Exhibit 16.1 September 5, 2024 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for ARCA biopharma, Inc. and, under the date of February 1, 2024, we reported on the financial statements of ARCA biopharma, Inc. as of and for the years ended December 31, 2023 and 2022. On August 30, 2024, we were dismissed. We have read ARCA bio |
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| September 5, 2024 |
Code of Business Conduct and Ethics Exhibit 14.1 Code of Business Conduct and Ethics (August 29, 2024) I. INTRODUCTION This Code of Business Conduct and Ethics (this “Code”) provides a general statement of the expectations of Oruka Therapeutics, Inc. (the “Company”) regarding the ethical standards to which each director, officer and employee should adhere while acting on behalf of the Company. You are expected to read and become fam |
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| September 5, 2024 |
Exhibit 10.10 ORUKA THERAPEUTICS, INC. 2024 STOCK INCENTIVE PLAN 1. Purpose The purpose of this Oruka Therapeutics, Inc. 2024 Stock Incentive Plan (the “Plan”) is to promote and closely align the interests of employees, officers, non-employee directors and other individual service providers of Oruka Therapeutics, Inc. and its stockholders by providing stock-based compensation and other performance |
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| September 5, 2024 |
Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARCA BIOPHARMA, INC. ARCA biopharma, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: 1. The name of the Corporation is ARCA biopharma, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of Sta |
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| September 5, 2024 |
ORUKA’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.4 ORUKA’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS On August 29, 2024, First Merger Sub merged with and into Oruka, with Oruka continuing as a wholly owned subsidiary of ARCA and the surviving corporation of the merger (the “First Merger”), and Oruka merged with and into Second Merger Sub, with Second Merger Sub being the surviving entity of |
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| September 5, 2024 |
Exhibit 3.4 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARCA BIOPHARMA, INC. ARCA biopharma, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: 1. The name of the Corporation is ARCA biopharma, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of Sta |
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| September 5, 2024 |
Amended and Restated Bylaws of the Company. Exhibit 3.6 AMENDED AND RESTATED BYLAWS OF ORUKA THERAPEUTICS, INC. (a Delaware corporation) Article I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of Oruka Therapeutics, Inc., a Delaware corporation (the “Corporation”), shall be fixed in the Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the “Certificate of |
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| September 5, 2024 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Oruka Therapeutics, Inc. Opinion on the Financial Statement — Balance Sheet We have audited the accompanying balance sheet of Oruka Therapeutics, Inc. (the “Company”) as of February 6, 2024, including the related notes (collectively referred to as the “financial statement”). In our op |
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| September 5, 2024 |
List of Subsidiaries of Oruka Therapeutics, Inc. Exhibit 21.1 SUBSIDIARIES OF ORUKA THERAPEUTICS, INC. Legal Name Jurisdiction of Organization Oruka Therapeutics Operating Company, LLC Delaware Oruka Therapeutics Australia Pty Ltd Australia |
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| September 5, 2024 |
Exhibit 99.3 Oruka Therapeutics, Inc. Unaudited Interim Condensed Consolidated Financial Statements INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Unaudited Interim Condensed Consolidated Financial Statements: Condensed Consolidated Balance Sheets 1 Condensed Consolidated Statements of Operations and Comprehensive Loss 2 Condensed Consolidated Statements of Convertible Pref |
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| September 5, 2024 |
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): August 29, 2024 Oruka Therapeutics, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 000-22873 36-3855489 (State or other jurisdiction of incorporation) (Commissio |
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| September 5, 2024 |
Exhibit 10.11 ORUKA THERAPEUTICS, INC. 2024 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose The purpose of this Oruka Therapeutics, Inc. 2024 Employee Stock Purchase Plan (the “Plan”) is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock through accumulated Contributions. The Company’s intention is to have the Plan qualify as an “employee stock |
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| September 5, 2024 |
Exhibit 3.3 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARCA BIOPHARMA, INC. ARCA biopharma, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: 1. The name of the Corporation is ARCA biopharma, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of Sta |
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| September 5, 2024 |
Exhibit 10.13 SECOND AMENDMENT TO THE ORUKA THERAPEUTICS, INC. AMENDED AND RESTATED 2024 EQUITY INCENTIVE PLAN WHEREAS, Oruka Therapeutics, Inc., a Delaware corporation (the “Company”), maintains the Oruka Therapeutics, Inc. Amended and Restated 2024 Equity Incentive Plan (the “Plan”); and WHEREAS, pursuant to Section 10(d) of the Plan, the Board may amend the Plan at any time. NOW, THEREFORE, pur |
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| September 5, 2024 |
Exhibit 99.1 Oruka Therapeutics Announces Closing of Merger with ARCA biopharma and Previously Announced Private Placement of $275 Million Oruka is advancing a pipeline of potentially best-in-class biologics that aim to offer greater freedom from disease to people with plaque psoriasis and other associated conditions Company on track to advance co-lead programs, ORKA-001 and ORKA-002, into the cli |
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| September 5, 2024 |
Exhibit 10.25 Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. Consulting Agreement This Consulting Agreement (the “Agreement”) is effective as August 30, 2024 (the “Effective Date”), by and between Oruka Therapeutics, Inc., a Delaware corporation, with a princi |
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| September 5, 2024 |
Certificate of Elimination of Series A Convertible Preferred Stock, effective August 29, 2024. Exhibit 3.8 CERTIFICATE OF ELIMINATION OF SERIES A CONVERTIBLE PREFERRED STOCK OF ARCA BIOPHARMA, INC. (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware) ARCA biopharma, Inc., a Delaware corporation (the “Company”), certifies as follows: 1. The Amended and Restated Certificate of Incorporation (the “Charter”) of the Company, including as amended pursuant to that c |
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| September 5, 2024 |
Form of Employee Warrant Agreement Exhibit 10.16 Employee Warrant Agreement Employee Warrant Purchaser: Purchase Date: Aggregate Purchase Price: $ Number of Employee Warrant Shares: Exercise Price Per Employee Warrant Share: $ FORM OF EMPLOYEE WARRANT AGREEMENT THIS EMPLOYEE WARRANT AGREEMENT (the “Agreement”), dated as of the purchase date set forth above (the “Purchase Date”), is made by and between Oruka Therapeutics, Inc., a De |
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| September 5, 2024 |
Exhibit 3.9 Arca biopharma, Inc. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of ARCA biopharma, Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly adopted by the |
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| August 27, 2024 |
Exhibit 99.1 ARCA biopharma Provides Update Regarding Special Dividend Amount in Connection with the Proposed Merger with Oruka Therapeutics Westminster, CO, August 26, 2024 – ARCA biopharma, Inc. (NASDAQ: ABIO) (“ARCA”) today announced an update to the previously announced final amount of the special cash dividend (the “Special Dividend”), which will now equal $1.613 per share of ARCA’s common st |
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| August 27, 2024 |
Exhibit 99.1 ARCA biopharma Provides Update Regarding Special Dividend Amount in Connection with the Proposed Merger with Oruka Therapeutics Westminster, CO, August 26, 2024 – ARCA biopharma, Inc. (NASDAQ: ABIO) (“ARCA”) today announced an update to the previously announced final amount of the special cash dividend (the “Special Dividend”), which will now equal $1.613 per share of ARCA’s common st |
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| August 27, 2024 |
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): August 26, 2024 ARCA biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 27, 2024 |
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): August 26, 2024 ARCA biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 23, 2024 |
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): August 22, 2024 ARCA biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 23, 2024 |
Exhibit 99.1 ARCA biopharma Announces 1-for-12 Reverse Stock Split in Connection with the Proposed Merger with Oruka Therapeutics Westminster, CO, August 23, 2024 – ARCA biopharma, Inc. (NASDAQ: ABIO) (“ARCA”) today announced that its Board of Directors (the “Board”) has approved a reverse stock split of ARCA’s common stock at a ratio of 1-for-12. ARCA’s common stock is expected to begin trading o |
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| August 16, 2024 |
Exhibit 99.1 ARCA biopharma Declares Special Dividend in Connection with the Proposed Merger with Oruka Therapeutics Special dividend estimated to be $1.59 per share Payment of special dividend conditioned upon ARCA stockholder approval of the Proposed Merger with Oruka Westminster, CO, August 16, 2024 – ARCA biopharma, Inc. (NASDAQ: ABIO) (“ARCA”) today announced that its Board of Directors has d |
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| August 16, 2024 |
Exhibit 99.1 ARCA biopharma Declares Special Dividend in Connection with the Proposed Merger with Oruka Therapeutics Special dividend estimated to be $1.59 per share Payment of special dividend conditioned upon ARCA stockholder approval of the Proposed Merger with Oruka Westminster, CO, August 16, 2024 – ARCA biopharma, Inc. (NASDAQ: ABIO) (“ARCA”) today announced that its Board of Directors has d |
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| August 16, 2024 |
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): August 16, 2024 ARCA biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 16, 2024 |
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): August 16, 2024 ARCA biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 15, 2024 |
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): August 14, 2024 ARCA biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 15, 2024 |
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): August 14, 2024 ARCA biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 15, 2024 |
Exhibit 10.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (“Agreement”) is made as of August 14, 2024 (“Effective Date”), by and between Genvara Biopharma, Inc., a Colorado corporation (the “Buyer”) and ARCA biopharma, Inc., a Delaware corporation (the “Seller”) (each a “Party,” and together the “Parties”). WHEREAS, Seller is a party to that certain Agreement and Plan of Merger and Reorg |
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| August 15, 2024 |
Exhibit 10.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (“Agreement”) is made as of August 14, 2024 (“Effective Date”), by and between Genvara Biopharma, Inc., a Colorado corporation (the “Buyer”) and ARCA biopharma, Inc., a Delaware corporation (the “Seller”) (each a “Party,” and together the “Parties”). WHEREAS, Seller is a party to that certain Agreement and Plan of Merger and Reorg |
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| August 9, 2024 |
Filed by ARCA biopharma, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: ARCA biopharma, Inc. (Commission File No. 333-279387) © 2 0 2 4 O R U K A T H E R A P E U T I C S Corporate Overview August 2024 Filed by ARCA biopharma, Inc. Pursuant to Rule 425 under the Secu |
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| August 1, 2024 |
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): August 01, 2024 ARCA biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 1, 2024 |
ARCA biopharma Announces Second Quarter 2024 Financial Results and Provides Corporate Update Exhibit 99.1 ARCA biopharma Announces Second Quarter 2024 Financial Results and Provides Corporate Update - Westminster, CO, August 1, 2024 – ARCA biopharma, Inc. (Nasdaq: ABIO), (the “Company”) a biopharmaceutical company applying a precision medicine approach to developing genetically targeted therapies for cardiovascular diseases, today reported second quarter 2024 financial results and provide |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-22873 ARCA BIOPHARMA, INC. (E |
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| August 1, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 01, 2024 ARCA biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 1, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-279387 Prospectus Supplement No. 1 (To Proxy Statement/Prospectus dated July 22, 2024) ARCA biopharma, Inc. This prospectus supplement updates, amends and supplements the proxy statement/prospectus dated July 22, 2024 (the “Proxy Statement/Prospectus”), relating to the proposed merger of ARCA biopharma, Inc., a Delaware corporation (“ARCA”), an |
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| July 26, 2024 |
July 26, 2024 Thomas A. Keuer President and Chief Operating Officer ARCA biopharma, Inc. 10170 Church Ranch Way, Suite 100 Westminster, CO 80021 Re: ARCA biopharma, Inc. Registration Statement on Form S-4, as amended Exhibit Nos. 10.50 and 10.51 Filed July 22, 2024 File No. 333-279387 Dear Thomas A. Keuer: We have concluded our assessment of your redacted exhibits for compliance with applicable fo |
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| July 24, 2024 |
PROPOSED MERGER YOUR VOTE IS VERY IMPORT ANT To the Stockholders of ARCA biopharma, Inc. |
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| July 23, 2024 |
ARCA biopharma, Inc. 10170 Church Ranch Way, Suite 100 Westminster, CO 80021 July 23, 2024 ARCA biopharma, Inc. 10170 Church Ranch Way, Suite 100 Westminster, CO 80021 July 23, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F. Street, N.E. Washington, D.C. 20549 Attention: Ibolya Ignat, Daniel Gordon, Tamika Shepard and Joshua Gorsky Re: ARCA biopharma, Inc. Registration Statement on Form S-4 File No. 333- 2793 |
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| July 22, 2024 |
As filed with the Securities and Exchange Commission on July 22, 2024 As filed with the Securities and Exchange Commission on July 22, 2024 No. 333-279387 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 –––––––––––––––––––––––––– ARCA BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 2835 36-3855489 (State or other jurisdiction of |
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| July 22, 2024 |
Wilson Sonsini Goodrich & Rosati Professional Corporation 1881 9th Street Boulder, Colorado 80302-5148 o: 303. |
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| July 16, 2024 |
July 16, 2024 Thomas A. Keuer President and Chief Operating Officer ARCA biopharma, Inc. 10170 Church Ranch Way, Suite 100 Westminster, CO 80021 Re: ARCA biopharma, Inc. Amendment No. 2 to Registration Statement on Form S-4 Filed July 9, 2024 File No. 333-279387 Dear Thomas A. Keuer: We have reviewed your amended registration statement and have the following comment. Please respond to this letter |
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| July 12, 2024 |
July 12, 2024 Thomas A. Keuer President and Chief Operating Officer ARCA biopharma, Inc. 10170 Church Ranch Way, Suite 100 Westminster, CO 80021 Re: ARCA biopharma, Inc. Amendment No. 2 to Registration Statement on Form S-4 Exhibit Nos. 10.50 and 10.51 Filed July 9, 2024 File No. 333-279387 Dear Thomas A. Keuer: You have redacted information from the exhibits identified above asserting that the re |
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| July 9, 2024 |
Wilson Sonsini Goodrich & Rosati Professional Corporation 1881 9th Street Suite 110 Boulder, CO 80302 o: 303. |
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| July 9, 2024 |
Exhibit 10.1 July 3, 2024 Oruka Therapeutics, Inc. 221 Crescent Street, Building 23, Suite 105 Waltham, MA 02453 Attention: Lawrence Klein Email: [***] RE: Subscription Agreement – Purchase Price To Whom It May Concern: Reference is made to that certain Subscription Agreement, dated April 3, 2024 (the “Subscription Agreement”), by and among Oruka Therapeutics, Inc. (the “Company”) each of the purc |
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| July 9, 2024 |
As filed with the Securities and Exchange Commission on July 9, 2024 As filed with the Securities and Exchange Commission on July 9, 2024 No. 333-279387 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 –––––––––––––––––––––––––– ARCA BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 2835 36-3855489 (State or other jurisdiction of |
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| July 9, 2024 |
Exhibit 10.2 AMENDED AND RESTATED SUBSCRIPTION AGREEMENT This Amended and Restated Subscription Agreement (this “Agreement”) is made and entered into as of July 3, 2024 (the “Effective Date”) by and among Oruka Therapeutics, Inc., a Delaware corporation (the “Company”), each of the purchasers listed on the signature pages hereto, severally and not jointly (each a “Purchaser” and together, the “Pur |
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| July 9, 2024 |
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): July 3, 2024 ARCA biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 9, 2024 |
Exhibit 10.1 July 3, 2024 Oruka Therapeutics, Inc. 221 Crescent Street, Building 23, Suite 105 Waltham, MA 02453 Attention: Lawrence Klein Email: [***] RE: Subscription Agreement – Purchase Price To Whom It May Concern: Reference is made to that certain Subscription Agreement, dated April 3, 2024 (the “Subscription Agreement”), by and among Oruka Therapeutics, Inc. (the “Company”) each of the purc |
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| July 9, 2024 |
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): July 3, 2024 ARCA biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 9, 2024 |
Form of A&R Subscription Agreement Exhibit 10.2 AMENDED AND RESTATED SUBSCRIPTION AGREEMENT This Amended and Restated Subscription Agreement (this “Agreement”) is made and entered into as of July 3, 2024 (the “Effective Date”) by and among Oruka Therapeutics, Inc., a Delaware corporation (the “Company”), each of the purchasers listed on the signature pages hereto, severally and not jointly (each a “Purchaser” and together, the “Pur |
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| July 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No.: 1* Name of Issuer: ARCA BIOPHARMA, INC Title of Class of Securities: Common Stock CUSIP Number: 00211Y506 Date of Event Which Requires Filing of this Statement: 7/2/2024 Check the appropriate box to designate the rule pursuant to which this Schedule is filed |
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| July 3, 2024 |
July 3, 2024 Thomas A. Keuer President and Chief Operating Officer ARCA biopharma, Inc. 10170 Church Ranch Way, Suite 100 Westminster, CO 80021 Re: ARCA biopharma, Inc. Amendment No. 1 to Registration Statement on Form S-4 Filed June 18, 2024 File No. 333-279387 Dear Thomas A. Keuer: We have reviewed your amended registration statement and have the following comments. Please respond to this letter |
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| June 18, 2024 |
Exhibit 10.51 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDED AND RESTATED ANTIBODY DISCOVERY AND OPTION AGREEMENT This Amended and Restated Antibody Discovery and Option Agreement (“Agreement”) is entered into and effective as |
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| June 18, 2024 |
Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 o: 650. |
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| June 18, 2024 |
Exhibit 10.50 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDED AND RESTATED ANTIBODY DISCOVERY AND OPTION AGREEMENT This Amended and Restated Antibody Discovery and Option Agreement (“Agreement”) is entered into and effective as |
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| June 18, 2024 |
As filed with the Securities and Exchange Commission on June 18, 2024 As filed with the Securities and Exchange Commission on June 18, 2024 No. 333-279387 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARCA BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 2835 36-3855489 (State or other jurisdiction of incorporation or organizat |
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| June 11, 2024 |
United States securities and exchange commission logo June 11, 2024 Thomas A. Keuer President and Chief Operating Officer ARCA biopharma, Inc. 10170 Church Ranch Way, Suite 100 Westminster, CO 80021 Re: ARCA biopharma, Inc. Registration Statement on Form S-4 Filed May 14, 2024 File No. 333-279387 Dear Thomas A. Keuer: We have reviewed your registration statement and have the following comments. Pl |
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| June 6, 2024 |
©2024 Oruka Therapeutics 1 Company Overview June 2024 ©2024 Oruka Therapeutics Filed by Arca biopharma, Inc. |
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| May 14, 2024 |
Consent of Lucid Capital Markets, LLC. Exhibit 99.5 Consent of Lucid Capital Markets, LLC May 13, 2024 Board of Directors ARCA biopharma, Inc. 10170 Church Ranch Way, Suite 100 Westminster, CO 80021 Re: Registration Statement on Form S-4 of ARCA biopharma, Inc. Members of the Board: We hereby consent to the inclusion of our opinion letter, dated April 2, 2024, to the Board of Directors of ARCA biopharma, Inc. (“ARCA”) as Annex B to, an |
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| May 14, 2024 |
Exhibit 99.9 Consent to be Named as a Director ARCA biopharma, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any a |
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| May 14, 2024 |
Bylaws of Oruka Therapeutics, Inc, as currently in effect. Exhibit 3.6 ORUKA THERAPEUTICS, INC. BYLAWS Adopted February 6, 2024 Article I STOCKHOLDERS Section 1. Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors sh |
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| May 14, 2024 |
As filed with the Securities and Exchange Commission on May 13, 2024 As filed with the Securities and Exchange Commission on May 13, 2024 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARCA BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 2835 36-3855489 (State or other jurisdiction of incorporation or organization) (Primary Standard Ind |
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| May 14, 2024 |
Exhibit 10.46 ORUKA THERAPEUTICS, INC. 221 Crescent Street, Building 23, Suite 105 Waltham, MA 02453 February 14, 2024 Lawrence Klein Email – Re: Amended and Restated Oruka Therapeutics CEO Offer Letter Agreement Dear Lawrence: On behalf of the Board of Directors of Oruka Therapeutics, Inc. (the “Company”), I am very pleased to offer you a position as Chief Executive Officer of the Company (“CEO”) |
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| May 14, 2024 |
Form of Restricted Stock Notice and Restricted Stock Purchase Agreement of Oruka Therapeutics, Inc. Exhibit 10.41 ORUKA THERAPEUTICS, INC. RESTRICTED STOCK NOTICE Oruka Therapeutics, Inc., a Delaware corporation (the “Company”), hereby grants to Purchaser (as defined below) the number of Shares (as defined below) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) set forth below, upon the terms and subject to the conditions set forth in the Restricted Stock Purchase |
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| May 14, 2024 |
Exhibit 99.6 Consent to be Named as a Director ARCA biopharma, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any a |
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| May 14, 2024 |
Exhibit 99.7 Consent to be Named as a Director ARCA biopharma, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any a |
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| May 14, 2024 |
Exhibit 99.10 Consent to be Named as a Director ARCA biopharma, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any |
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| May 14, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) ARCA BIOPHARMA, INC. |
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| May 14, 2024 |
Director Offer Letter, dated April 24, 2024, between Oruka Therapeutics, Inc. and Kristine Ball Exhibit 10.44 ORUKA THERAPEUTICS, INC. 221 Crescent Street, Building 23, Suite 105 Waltham, MA 02453 April 24th, 2024 Kristine Ball Re: Appointment to Oruka Therapeutics, Inc. Board of Directors Dear Ms. Ball, I am pleased to present this formal offer to join the Board of Directors (the “Board”) of Oruka Therapeutics, Inc. (the “Company”) as a member and chair of our Audit Committee. This offer is |
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| May 14, 2024 |
Form of Indemnification Agreement between Oruka Therapeutics, Inc. and its directors and officers Exhibit 10.45 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [●], 2024 between Oruka Therapeutics, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve companies as directors or officers, or in other capacities unless they are provided w |
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| May 14, 2024 |
Exhibit 99.8 Consent to be Named as a Director ARCA biopharma, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any a |
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| May 14, 2024 |
Exhibit 99.11 Consent to be Named as a Director ARCA biopharma, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any |
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| May 14, 2024 |
Exhibit 10.47 March 11, 2024 Arjun Agarwal Email – Re: Offer of Employment Dear Arjun: On behalf of Oruka Therapeutics, Inc. (the “Company”), I am very pleased to offer you a position as Senior Vice President, Finance (the “Role”) pursuant to this letter agreement (the “Agreement”), provided you accept such offer as indicated by your signature below. Your employment with the Company in the Role wi |
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| May 14, 2024 |
Exhibit 10.49 ORUKA THERAPEUTICS, INC. 221 Crescent Street, Building 23, Suite 105 Waltham, MA 02453 April 12, 2024 Paul Quinlan Email – Re: Offer of Employment Dear Paul: On behalf of Oruka Therapeutics, Inc. (the “Company”), I am very pleased to offer you a position as General Counsel of the Company (the “Role”) pursuant to this letter agreement (the “Agreement”), provided you accept such offer |
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| May 14, 2024 |
Exhibit 10.43 ORUKA THERAPEUTICS, INC. 221 Crescent Street, Building 23, Suite 105 Waltham, MA 02453 March 22, 2024 Via Email Samarth Kulkarni, Ph.D. Re: Appointment to Oruka Therapeutics, Inc. Board of Directors Dear Dr. Kulkarni, I am pleased to present this formal offer to join the Board of Directors (the “Board”) of Oruka Therapeutics, Inc. (the “Company”). This offer is contingent upon (i) yo |
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| May 14, 2024 |
Exhibit 4.3 INVESTORS’ RIGHTS AGREEMENT THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of March 6, 2024, by and among Oruka Therapeutics, Inc. a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and each of the securityholders listed on Schedule B hereto, each of whom is referre |
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| May 14, 2024 |
Amended and Restated Certificate of Incorporation of Oruka Therapeutics, Inc. Exhibit 3.5 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ORUKA THERAPEUTICS, INC. Oruka Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: 1. That the name of this corporation is Oruka Therapeutics, Inc. (the “Corporation”). The original Certificate of Inco |
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| May 14, 2024 |
Exhibit 10.48 ORUKA THERAPEUTICS, INC. 221 Crescent Street, Building 23, Suite 105 Waltham, MA 02453 March 15, 2024 Joana Goncalves Email – Re: Offer of Employment Dear Joanna: On behalf of Oruka Therapeutics, Inc. (the “Company”), I am very pleased to offer you a position as Chief Medical Officer of the Company (the “Role”) pursuant to this letter agreement (the “Agreement”), provided you accept |
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| May 14, 2024 |
List of Subsidiaries of ARCA biopharma, Inc. Exhibit 21.1 SUBSIDIARIES OF ARCA BIOPHARMA, INC. Legal Name State of Organization Atlas Merger Sub Corp. Delaware Atlas Merger Sub II, LLC Delaware |
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| May 14, 2024 |
Form of Stock Option Agreement under Oruka Therapeutics, Inc. 2024 Equity Incentive Plan Exhibit 10.42 ORUKA Therapeutics, Inc. AMENDED AND RESTATED 2024 EQUITY INCENTIVE PLAN Stock Option Agreement [Incentive stock option // non-statutory stock option] 1. Grant of Option. (a) This Stock Option Agreement (this “Agreement”) evidences the grant by Oruka Therapeutics, Inc., a Delaware corporation (the “Company”), on (the “Grant Date”) to (the “Participant”) of an option (this “Option”) t |
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| May 14, 2024 |
Exhibit 10.40 ORUKA THERAPEUTICS, INC. AMENDED and RESTATED 2024 Equity INCENTIVE PLAN 1. Purpose. The purpose of this Amended and Restated 2024 Equity Incentive Plan (as amended and restated, the “Plan”) of Oruka Therapeutics, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate p |
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| April 29, 2024 |
SC 13G 1 tm2412836d2sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ARCA biopharma, Inc. (Name of Issuer) Common stock, $0.001 par value per share (Title of Class of Securities) 00211Y506 (CUSIP Number) April 17, 2024 (Date of Event Which Requires Filing of this Statement) Check the ap |
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| April 25, 2024 |
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 25, 2024 ARCA biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| April 25, 2024 |
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 25, 2024 ARCA biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| April 25, 2024 |
ARCA biopharma Announces First Quarter 2024 Financial Results and Provides Corporate Update Exhibit 99.1 ARCA biopharma Announces First Quarter 2024 Financial Results and Provides Corporate Update - • ARCA biopharma and Oruka Therapeutics announce Merger Agreement • ARCA biopharma appoints Thomas Keuer as President Westminster, CO, April 25, 2024 – ARCA biopharma, Inc. (Nasdaq: ABIO), (the “Company”) a biopharmaceutical company applying a precision medicine approach to developing genetic |
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| April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-22873 ARCA BIOPHARMA, INC. ( |
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| April 23, 2024 |
Exhibit 10.2 ARCA BIOPHARMA, INC. SECOND AMENDMENT TO RETENTION BONUS LETTER This second amendment (this “Amendment”) is entered into effective as of April 22, 2024 by and between C. Jeffrey Dekker (“Executive”) and ARCA biopharma, Inc. (the “Company,” and together with Executive, the “Parties”). WHEREAS, the Parties entered into a retention bonus letter agreement dated December 8, 2022 and an ame |
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| April 23, 2024 |
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 23, 2024 (April 20, 2024) ARCA biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorporation |
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| April 23, 2024 |
Exhibit 10.1 ARCA BIOPHARMA, INC. SECOND AMENDMENT TO RETENTION BONUS LETTER This second amendment (this “Amendment”) is entered into effective as of April 22, 2024 by and between Thomas A. Keuer (“Executive”) and ARCA biopharma, Inc. (the “Company,” and together with Executive, the “Parties”). WHEREAS, the Parties entered into a retention bonus letter agreement dated December 8, 2022 and an amend |
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| April 15, 2024 |
ABIO / ARCA biopharma, Inc. / Allostery Investments LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ARCA biopharma, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00211Y506 (CUSIP Number) April 3, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| April 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No.: 0* Name of Issuer: ARCA BIOPHARMA, INC Title of Class of Securities: Common Stock CUSIP Number: 00211Y506 Date of Event Which Requires Filing of this Statement: 4/3/2024 Check the appropriate box to designate the rule pursuant to which this Schedule is filed |
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| April 9, 2024 |
ABIO / ARCA biopharma, Inc. / Avidity Partners Management LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| April 5, 2024 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EX-99 2 p24-1381exhibit99.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing add |
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| April 5, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ARCA biopharma, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00211Y506 (CUSIP Number) Robert Atchinson Adage Capital Partners GP, L.L.C. 200 Clarendon Street, 52nd Floor Boston, MA 02116 (617) 867-2800 (Name, Address an |
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| April 5, 2024 |
ABIO / ARCA biopharma, Inc. / Western Standard LLC - SC 13G/A Passive Investment SC 13G/A 1 d804055dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ARCA biopharma, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class Securities) 00211Y506 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the |
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| April 4, 2024 |
Exhibit 10.1 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”) is made by and between Michael Bristow (“Executive”) and ARCA biopharma, Inc. (formerly known as ARCA Discovery, Inc.) (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Executive was employed at-will by the Company; WHEREAS, Executi |
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| April 4, 2024 |
Exhibit 10.2 Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. ARCA BIOPHARMA, INC. CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is made and entered into as of April 3, 2024 (the “Effective Date”) by and between ARCA biopharma, Inc. (the “Com |
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| April 4, 2024 |
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 4, 2024 (April 02, 2024) ARCA biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorporation) |
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| April 3, 2024 |
EX-99.1 Exhibit 99.1 ARCA biopharma and Oruka Therapeutics Announce Merger Agreement Merger to create a company focused on advancing Oruka’s portfolio of novel biologics that aim to redefine the standard of care for patients with chronic skin diseases Oruka, the third company founded based on assets generated by Paragon Therapeutics, expects to advance ORKA-001 and ORKA-002, potentially best-in-cl |
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| April 3, 2024 |
Exhibit 10.3 SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into as of April 3, 2024, by and among Oruka Therapeutics, Inc., a Delaware corporation (the “Company”), ARCA biopharma, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of the Parent. Capitalized terms used herein but not otherwise defined shall have the respect |
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| April 3, 2024 |
Exhibit 3.1 ARCA BIOPHARMA, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of ARCA biopharma, Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly adopted by the |
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| April 3, 2024 |
Exhibit 10.1 SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into as of April 3, 2024, by and among Oruka Therapeutics, Inc., a Delaware corporation (the “Company”), ARCA biopharma, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of the Company. Capitalized terms used herein but not otherwise defined shall have the respec |
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| April 3, 2024 |
425 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 3, 2024 ARCA biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorporation) (Commission |
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| April 3, 2024 |
EX-99.3 Exhibit 99.3 ARCA biopharma, Inc. and Oruka Therapeutics, Inc. Merger Agreement Announcement Webcast Call Transcript Wednesday, April 3, 2024 8:30 a.m. ET Operator Good morning, Ladies and Gentlemen. Thank you for standing by. Welcome to the ARCA Biopharma – Oruka Therapeutics Transaction Conference Call. I would also like to remind you that this call is being recorded for replay. I will n |
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| April 3, 2024 |
Exhibit 10.4 LOCK-UP AGREEMENT April 3, 2024 ARCA biopharma, Inc. 10170 Church Ranch Way, Suite 100 Westminster, CO Ladies and Gentlemen: The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that ARCA biopharma, Inc., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of April 3, 2024 (as the same m |
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| April 3, 2024 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: ARCA BIOPHARMA, INC.; ATLAS MERGER SUB CORP.; ATLAS MERGER SUB II, LLC; and ORUKA THERAPEUTICS, INC. Dated as of April 3, 2024 Table of Contents Section 1. Definitions and Interpretative Provisions 3 1.1 Definitions 3 1.2 Other Definitional and Interpretative Provisions 17 Section 2. Description of Transaction 18 2.1 The Merger 18 |
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| April 3, 2024 |
Regulation FD Disclosure, Entry into a Material Definitive Agreement 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 3, 2024 ARCA biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 3, 2024 |
Exhibit 10.2 SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) is made and entered into as of April 3, 2024 (the “Effective Date”) by and among Oruka Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on the signature pages hereto, severally and not jointly (each a “Purchaser” and together the “Purchasers”). Certain terms used and not |
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| April 3, 2024 |
Company Overview April 2024 ©2024 Oruka Therapeutics Exhibit 99.2 This presentation is strictly confidential and being made to you solely as a prospective investor in the proposed offering (the “Offering”) of common stock, par value $0.001 per share, or, in lieu thereof, pre-funded warrants (together, the “Securities”) of Oruka Therapeutics, Inc (the “we,” “us,” “our” or the “Company”) in connecti |
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| March 22, 2024 |
Exhibit 10.1 FIRST AMENDMENT TO OFFICE LEASE AGREEMENT THIS FIRST AMENDMENT TO OFFICE LEASE AGREEMENT (this “Agreement”), made as of this day the 19th of March, 2024, between Lotus Church Ranch, LLC (“Landlord”) and ARCA Biopharma, Inc., (“Tenant”). W I T N E S S E T H: WHEREAS, Landlord entered into a certain Office Lease Agreement with Tenant dated as of August 7, 2020 for space commonly known a |
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| March 22, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): March 22, 2024 (March 19, 2024) ARCA biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorporation |
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| February 7, 2024 |
ABIO / ARCA biopharma, Inc. / BML Investment Partners, L.P. Passive Investment SC 13G/A 1 arca13g020724.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 2 )* ARCA Biopharma, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 00211Y506 (CUSIP Number) |
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| February 6, 2024 |
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): February 02, 2024 ARCA biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 1, 2024 |
Exhibit 97 ARCA BIOPHARMA, INC. COMPENSATION RECOVERY POLICY As adopted on November 29, 2023 ARCA biopharma, Inc. (the “Company”) is committed to strong corporate governance. As part of this commitment, the Company’s Board of Directors (the “Board”) has adopted this clawback policy called the Compensation Recovery Policy (the “Policy”). The Policy is intended to further the Company’s pay-for-perfo |
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| February 1, 2024 |
Exhibit 19 ARCA BIOPHARMA, INC. INSIDER TRADING POLICY (Adopted on November 29, 2023) A. POLICY OVERVIEW ARCA biopharma, Inc. (together with any subsidiaries, collectively the “Company”) has adopted this Insider Trading Policy (the “Policy”) to help you comply with the federal and state securities laws and regulations that govern trading in securities and to help the Company minimize its own legal |
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| February 1, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 01, 2024 ARCA biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-22873 ARCA BIOPHARMA |
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| February 1, 2024 |
ARCA biopharma Announces 2023 Financial Results Exhibit 99.1 ARCA biopharma Announces 2023 Financial Results - • Company is currently engaged in a strategic review process, evaluating additional development of its assets, collaborations and other strategic options Westminster, CO, February 1, 2024 – ARCA biopharma, Inc. (Nasdaq: ABIO), a biopharmaceutical company applying a precision medicine approach to developing genetically targeted therapie |
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| January 31, 2024 |
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): January 31, 2024 (January 30, 2024) ARCA biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorpora |
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| December 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of |
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| December 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-22873 ARCA BIOPHARMA |
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| December 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of |
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| December 5, 2023 |
Financial Statements and Exhibits, Shareholder Director Nominations 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): December 5, 2023 (December 04, 2023) ARCA biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorpor |
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| December 4, 2023 |
Exhibit 10.1 ARCA BIOPHARMA, INC. AMENDMENT TO RETENTION BONUS LETTER This amendment (the “Amendment”) is entered into effective as of December 4, 2023 by and between Thomas A. Keuer (“Executive”) and ARCA biopharma, Inc. (the “Company,” and together with Executive, the “Parties”). WHEREAS, the Parties entered into a retention bonus letter agreement dated December 8, 2022 (the “Retention Agreement |
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| December 4, 2023 |
Exhibit 10.2 ARCA BIOPHARMA, INC. AMENDMENT TO RETENTION BONUS LETTER This amendment (the “Amendment”) is entered into effective as of December 4, 2023 by and between C. Jeffrey Dekker (“Executive”) and ARCA biopharma, Inc. (the “Company,” and together with Executive, the “Parties”). WHEREAS, the Parties entered into a retention bonus letter agreement dated December 8, 2022 (the “Retention Agreeme |
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| December 4, 2023 |
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): December 4, 2023 (November 29, 2023) ARCA biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorpor |
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| October 18, 2023 |
ARCA biopharma Announces Third Quarter 2023 Financial Results Exhibit 99.1 ARCA biopharma Announces Third Quarter 2023 Financial Results - • Company is currently engaged in a strategic review process, evaluating additional development of its assets, collaborations and other strategic options Westminster, CO, October 18, 2023 – ARCA biopharma, Inc. (Nasdaq: ABIO), a biopharmaceutical company applying a precision medicine approach to developing genetically tar |
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| October 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-22873 ARCA BIOPHARMA, IN |
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| October 18, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): October 18, 2023 ARCA biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-22873 36-3855489 (State or Other Jurisdiction of Incorporation) (Commission F |
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| September 11, 2023 |
ABIO / ARCA biopharma Inc / Western Standard LLC - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ARCA biopharma, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class Securities) 00211Y506 (CUSIP Number) August 30, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| July 21, 2023 |
ARCA biopharma Announces Second Quarter 2023 Financial Results Exhibit 99.1 ARCA biopharma Announces Second Quarter 2023 Financial Results - • Company is currently engaged in a strategic review process, evaluating additional development of its assets, collaborations and other strategic options Westminster, CO, July 21, 2023 – ARCA biopharma, Inc. (Nasdaq: ABIO), a biopharmaceutical company applying a precision medicine approach to developing genetically targe |
