Oruka Therapeutics, Inc.
For the period ended Dec 31, 2025. Filed Mar 12, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 12, 2026
ORKA$109.50+4.7%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits, Financial Statement Schedules
| (1) | Financial Statements |
See Index to Financial Statements included in Part II, Item 8 of this Annual Report.
| (2) | Financial Statement Schedules |
All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
| (3) | List of Exhibits required by Item 601 of Regulation S-K |
| Exhibit · Incorporation By Reference | ||||
|---|---|---|---|---|
| Number | Description | Form | Exhibit No. | Filing Date |
| 2.1† | Agreement and Plan of Merger and Reorganization, dated as of April 3, 2024, by and among ARCA biopharma, Inc., Atlas Merger Sub Corp., Atlas Merger Sub II, LLC and Oruka Therapeutics, Inc. | 8-K | 2.1 | 4/3/2024 |
| 3.1 | Second Amended and Restated Certificate of Incorporation | 8-K | 3.5 | 9/5/2024 |
| 3.2 | Amended and Restated Bylaws | 8-K | 3.6 | 9/5/2024 |
| 3.3 | Form of Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock | S-1/A | 3.1(b) | 5/24/2013 |
| 3.4 | Certificate of Elimination of Series A Convertible Preferred Stock, dated August 29, 2024 | 8-K | 3.8 | 9/5/2024 |
| 3.5 | Certificate of Designation of Preferences, Rights and Limitations of Series B Non-Voting Convertible Preferred Stock | 8-K | 3.9 | 9/5/2024 |
| 3.6 | Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock | 8-K | 3.1 | 9/13/2024 |
| 4.1 | Description of Securities | 10-K | 4.1 | 3/6/2025 |
| 4.2 | Form of Pre-Funded Warrant, dated August 29, 2024 | 10-K | 4.3 | 3/6/2025 |
| 4.3 | Form of Pre-Funded Warrant, dated September 13, 2024 | 8-K | 4.1 | 9/13/2024 |
| 4.4 | Form of Pre-Funded Warrant, dated September 17, 2025 | 8-K | 4.1 | 9/22/2025 |
| 4.5 | Paruka Warrant, dated December 31, 2024 | 10-Q | 4.5 | 5/14/2025 |
| 4.6* | Paruka Warrant, dated December 12, 2025 | Filed herewith | ||
| 10.1# | Oruka Therapeutics, Inc. 2024 Stock Incentive Plan | 8-K | 10.10 | 9/5/2024 |
| 10.2# | Oruka Therapeutics, Inc. 2024 Employee Stock Purchase Plan | 8-K | 10.11 | 9/5/2024 |
| 10.3# | Amended and Restated 2024 Equity Incentive Plan | S-4 | 10.40 | 5/14/2024 |
| 10.4# | Second Amendment to the Oruka Therapeutics, Inc. Amended and Restated 2024 Equity Incentive Plan | 8-K | 10.13 | 9/5/2024 |
| 10.5# | Form of Employee Warrant Agreement | 8-K | 10.16 | 9/5/2024 |
| 10.6# | Form of Grant Notice for Nonqualified Stock Option and Standard Terms and Conditions for Stock Options (Directors) | S-8 | 99.2 | 11/14/2024 |
| 10.7# | Form of Grant Notice for Stock Option and Standard Terms and Conditions for Stock Options (Employees) | S-8 | 99.3 | 11/14/2024 |
| 10.8# | Form of Stock Option Agreement under the Oruka Therapeutics, Inc. Amended and Restated 2024 Equity Incentive Plan | S-4 | 10.42 | 5/14/2024 |
| 10.9* | Form of Grant Notice for Restricted Stock Unit Award and Standard Terms and Conditions for Restricted Stock Units | Filed herewith | ||
| 10.10# | Amended and Restated Director Offer Letter, dated March 22, 2024, by and between Oruka Therapeutics, Inc. and Samarth Kulkarni | S-4 | 10.43 | 5/14/2024 |
| 10.11# | Director Offer Letter, dated April 24, 2024, by and between Oruka Therapeutics, Inc. and Kristine Ball | S-4 | 10.44 | 5/14/2024 |
| 10.12# | Director Offer Letter, dated December 1, 2025, by and between Oruka Therapeutics, Inc. and Chris Martin | 8-K | 10.1 | 12/11/2025 |
| 10.13# | Amended and Restated Employment Letter Agreement by and between Oruka Therapeutics, Inc. and Lawrence Klein, dated October 3, 2024 | 8-K | 10.1 | 10/4/2024 |
| 10.14# | Amended and Restated Employment Letter Agreement by and between Oruka Therapeutics, Inc. and Arjun Agarwal, dated October 3, 2024 | 8-K | 10.2 | 10/4/2024 |
| 10.15# | Amended and Restated Employment Letter Agreement by and between Oruka Therapeutics, Inc. and Paul Quinlan, dated October 1, 2024 | 10-K | 10.17 | 3/6/2025 |
| 10.16# | Amended and Restated Employment Letter Agreement by and between Oruka Therapeutics, Inc. and Joana Goncalves, dated October 1, 2024 | 10-K | 10.18 | 3/6/2025 |
| 10.17# | Amended and Restated Employment Letter Agreement by and between Oruka Therapeutics, Inc. and Laura Sandler, dated July 1, 2025 | 8-K | 10.1 | 7/1/2025 |
| 10.18# | Form of Indemnification Agreement | 10-K | 10.19 | 3/6/2025 |
| 10.19 | Non-Employee Directors Compensation Program | 10-K | 10.20 | 3/6/2025 |
| 10.20 | Form of Amendment to Subscription Agreement | 8-K | 10.1 | 7/9/2024 |
| 10.21 | Form of Amended & Restated Subscription Agreement | 8-K | 10.2 | 7/9/2024 |
| 10.22 | Form of Registration Rights Agreement, dated August 29, 2024 | 10-Q | 10.4 | 11/13/2024 |
| 10.23† | Securities Purchase Agreement by and between Oruka Therapeutics, Inc. and each of the entities listed on Exhibit A thereto, dated September 11, 2024 | 8-K | 10.1 | 9/13/2024 |
| 10.24 | Form of Registration Rights Agreement, dated as of September 13, 2024 | 8-K | 10.2 | 9/13/2024 |
| 10.25† | Securities Purchase Agreement by and between Oruka Therapeutics, Inc. and each of the entities listed on Exhibit A thereto, dated September 17, 2025 | 8-K | 10.1 | 9/22/2025 |
| 10.26 | Form of Registration Rights Agreement, dated as of September 17, 2025 | 8-K | 10.2 | 9/22/2025 |
| 10.27† | Amended and Restated Antibody Discovery and Option Agreement (IL-17) by and among Paragon Therapeutics, Inc., Paruka Holding, LLC, and Oruka Therapeutics, Inc. dated March 28, 2024 | S-4/A | 10.50 | 6/18/2024 |
| 10.28† | IL-17 License Agreement by and between Paragon Therapeutics, Inc. and Oruka Therapeutics, Inc., dated February 4, 2025 | 10-K | 10.29 | 3/6/2025 |
| 10.29† | Amended and Restated Antibody Discovery and Option Agreement (IL-23) by and among Paragon Therapeutics, Inc., Paruka Holding, LLC, and Oruka Therapeutics, Inc. dated March 28, 2024 | S-4/A | 10.51 | 6/18/2024 |
| 10.30† | IL-23 License Agreement by and between Paragon Therapeutics, Inc. and Oruka Therapeutics, Inc., dated December 17, 2024 | 10-K | 10.31 | 3/6/2025 |
| 10.31† | Cell Line License Agreement by and between WuXi Biologics Ireland Limited and Oruka Therapeutics, Inc., dated March 4, 2024 | 10-K | 10.32 | 3/6/2025 |
| 10.32† | Amendment No. 1 to the Cell Line License Agreement by and between WuXi Biologics Ireland Limited and Oruka Therapeutics, Inc., dated November 20, 2024 | 10-K | 10.33 | 3/6/2025 |
| 10.33 | Sales Agreement between Oruka Therapeutics, Inc. and TD Securities (USA) LLC, dated October 3, 2025 | S-3 | 1.2 | 10/3/2025 |
| 14.1 | Code of Business Conduct and Ethics | 8-K | 14.1 | 9/5/2024 |
| 16.1 | Letter from KPMG LLP, dated September 5, 2024 | 8-K | 16.1 | 9/5/2024 |
| 19.1 | Insider Trading Policy | 10-K | 19.1 | 3/6/2025 |
| 21.1* | List of subsidiaries of the Registrant | Filed herewith | ||
| 23.1* | Consent of Independent Registered Public Accounting Firm | Filed herewith | ||
| 24.1* | Power of Attorney (Incorporated by reference to the signature page of this Annual Report on Form 10-K) | Filed herewith | ||
| 31.1* · Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) promulgated under the Securities Exchange Act of 1934 · Filed herewith | ||||
|---|---|---|---|---|
| 31.2* · Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) promulgated under the Securities Exchange Act of 1934 · Filed herewith | ||||
| 32.1** · Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(B) promulgated under the Securities Exchange Act of 1934 · Furnished herewith | ||||
| 97.1* | Incentive Compensation Clawback Policy | 10-K | 97.1 | 3/6/2025 |
| 101.INS* | Inline XBRL Instance Document | Filed herewith | ||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document | Filed herewith | ||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | Filed herewith | ||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | Filed herewith | ||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | Filed herewith | ||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | Filed herewith | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
| * | Filed herewith. |
|---|
| ** | Furnished herewith. The certifications on Exhibit 32.1 hereto are deemed not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. |
|---|
| # | Indicates management contract or compensatory plan. |
|---|
| † | Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished. Certain portions of this exhibit (indicated by “***”) have been omitted because they are both (i) not material and (ii) is the type of information that the registrant both customarily and actually treats as private and confidential. |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.