1 unchanged sentence
Trading Plans
−Removed: the quarter ended September 30, 2024, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or
−Removed: non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).
−Removed: The exhibits filed or furnished
−Removed: as part of this Quarterly Report are set forth below.
+Added: During the quarter ended March 31, 2025, no director
+Added: or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case,
+Added: as defined in Item 408(a) of Regulation S-K).
+Added: The exhibits filed or furnished as part of this
+Added: Quarterly Report are set forth below.
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.
11 unchanged sentences
September 13, 2024
+Added: Description of Securities.
+Added: March 6, 2025
Investor Rights Agreement, dated March 6, 2024, by and among Oruka Therapeutics, Inc.
and certain parties thereto.
−Removed: Form of Pre-Funded Warrant.
−Removed: September 13, 2024
−Removed: Form of Amendment to Oruka Subscription Agreement.
−Removed: Form of Amended & Restated Oruka Subscription Agreement.
−Removed: Asset Purchase Agreement, dated August 14, 2024, by and between ARCA biopharma, Inc.
−Removed: and Genvara Biopharma, Inc.
−Removed: August 15, 2024
−Removed: Form of Registration Rights Agreement, dated as of
−Removed: August 29, 2024.
−Removed: Filed herewith
−Removed: Securities Purchase Agreement, dated September 11, 2024, by and between the Company and each purchaser identified on Annex A thereto.
−Removed: September 13, 2024
−Removed: Form of Registration Rights Agreement, dated as of September 13, 2024.
−Removed: September 13, 2024
−Removed: Consulting Agreement, effective as of August 30, 2024, by and between the Company and Jeff Dekker.
+Added: Form of Pre-Funded Warrant, dated August 29, 2024.
+Added: March 6, 2025
+Added: Form of Pre-Funded Warrant, dated September 13, 2024.
September 13, 2024
+Added: Paruka Warrant, dated December 31, 2024
+Added: IL-17 License Agreement by and between Paragon Therapeutics, Inc.
+Added: and Oruka Therapeutics, Inc., dated February 4, 2025.
+Added: March 6, 2025
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) promulgated under the Securities Exchange Act of 1934
2 unchanged sentences
Section 1350 and Rule 13a-14(B) promulgated under the Securities Exchange Act of 1934
−Removed: XBRL Instance Document
−Removed: XBRL Taxonomy Extension Schema with Embedded Linkbases Document
+Added: Inline XBRL Instance Document
+Added: Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
2 unchanged sentences
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
−Removed: Page Interactive Data File (embedded within the Inline XBRL document)
+Added: Cover Page Interactive Data File (embedded within the Inline XBRL document)
Filed herewith.
Furnished herewith.
−Removed: The certifications on Exhibit 32.1 hereto
−Removed: are deemed not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section.
+Added: 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.
−Removed: † Exhibits and/or schedules have been omitted pursuant to Item
−Removed: 601(a)(5) of Regulation S-K.
−Removed: The Company hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules
−Removed: upon request by the SEC;
−Removed: provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 under the Exchange
−Removed: Act for any exhibits or schedules so furnished.
−Removed: Certain portions of this exhibit (indicated by “[***]”) have been omitted
−Removed: because they are both (i) not material and (ii) is the type of information that the registrant both customarily and actually treats as
−Removed: private and confidential.
+Added: Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
+Added: The Company hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC;
+Added: 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.
+Added: 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.
Pursuant to the requirements
2 unchanged sentences
Oruka Therapeutics, Inc.
−Removed: November 13, 2024
/s/ Lawrence Klein, PhD.
2 unchanged sentences
(Principal Executive Officer)
−Removed: November 13, 2024
/s/ Arjun Agarwal
Arjun Agarwal
−Removed: Senior Vice President, Finance
+Added: Senior Vice President, Finance and Treasurer
(Principal Financial Officer and
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.