Oruka Therapeutics Inc
For the period ended Nov 14, 2024. Filed Oct 18, 2024.
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Nov 14, 2024 · Filed Oct 18, 2024
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DEF 14A 1 ny20036093x2_def14a.htm DEF 14A
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 |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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Oruka Therapeutics, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|
| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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855 Oak Grove Ave., Suite 100, Menlo Park, CA 94025
NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 14, 2024
To the Stockholders of Oruka Therapeutics:
Oruka Therapeutics, Inc. (the “Company”) will hold a Special Meeting of Stockholders (the “Special Meeting”) on Thursday, November 14, 2024, at 12:00 p.m. Eastern Time. The Special Meeting will be a virtual meeting conducted exclusively online via live audio webcast at www.virtualshareholdermeeting.com/ORKA2024SM. The Special Meeting will be held for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):
| (1) | To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock upon conversion of the Company’s Series A Non-Voting Convertible Preferred Stock, par value $0.001 per share, issued in September 2024; |
| (2) | To approve an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies; and |
| (3) | To transact any other matters that may properly come before the Special Meeting or any adjournments or postponements thereof. |
The Board of Directors has fixed October 16, 2024 as the Record Date. Only stockholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof.
Instructions for accessing the virtual Special Meeting are provided in the Proxy Statement. Unless otherwise announced differently at the meeting or on the meeting website, in the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Special Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Special Meeting, the meeting chair or secretary will convene the meeting at 1:00 p.m. Eastern Time on the date specified above and at the Company’s address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair or secretary. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investors page of the Company’s website at https://ir.orukatx.com/.
By Order of the Board of Directors,
/s/ Lawrence Klein
Lawrence Klein, Ph.D.
President, Chief Executive Officer and Director
Menlo Park, California
October 18, 2024
Whether or not you expect to participate in the virtual Special Meeting, please vote as promptly as possible in order to ensure your representation at the Special Meeting. You may vote online, by telephone or by using the proxy card or voting instruction form provided with the printed proxy materials.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.