Oruka Therapeutics, Inc. 10-Q

Item 5. Other Information Trading Plans During the quarter ended September 30, 2024, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K). 71 Item 6. Exhibits. The exhibits filed or furnished as part of this Quarterly Report are set forth below. EXHIBIT NUMBER DESCRIPTION FORM EXHIBIT 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 April 3, 2024 3.1 Amended and Restated Certificate of Incorporation of the Company, filed September 3, 2024. 8-K 3.5 September 5, 2024 3.2 Amended and Restated Bylaws of the Company. 8-K 3.6 September 5, 2024 3.4 Form of Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock. S-1/A 3.1(b) May 24, 2013 3.5 Certificate of Elimination of Series A Convertible Preferred Stock , effective August 29, 2024 . 8-K 3.8 September 5, 2024 3.6 Certificate of Designation of Preferences, Rights and Limitations of Series B Non-Voting Convertible Preferred Stock. 8-K 3.9 September 5, 2024 3.7 Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock. 8-K 3.1 September 13, 2024 4.1 Investor Rights Agreement, dated March 6, 2024, by and among Oruka Therapeutics, Inc. and certain parties thereto. S-4 4.3 May 14, 2024 4.2 Form of Pre-Funded Warrant. 8-K 4.1 September 13, 2024 10.1 Form of Amendment to Oruka Subscription Agreement. 8-K 10.1 July 9, 2024 10.2 Form of Amended & Restated Oruka Subscription Agreement. 8-K 10.2 July 9, 2024 10.3 Asset Purchase Agreement, dated August 14, 2024, by and between ARCA biopharma, Inc. and Genvara Biopharma, Inc. 8-K 10.1 August 15, 2024 10.4* Form of Registration Rights Agreement, dated as of August 29, 2024. Filed herewith 10.5 Securities Purchase Agreement, dated September 11, 2024, by and between the Company and each purchaser identified on Annex A thereto. 8-K 10.1 September 13, 2024 10.6 Form of Registration Rights Agreement, dated as of September 13, 2024. 8-K 10.2 September 13, 2024 10.7†# Consulting Agreement, effective as of August 30, 2024, by and between the Company and Jeff Dekker. 8-K 10.25 September 5, 2024 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 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 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 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 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. 72 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Oruka Therapeutics, Inc. Date: November 13, 2024 By: /s/ Lawrence Klein, PhD. Lawrence Klein, PhD. President and Chief Executive Officer (Principal Executive Officer) Date: November 13, 2024 By: /s/ Arjun Agarwal Arjun Agarwal Senior Vice President, Finance (Principal Financial Officer and Principal Accounting Officer) 73