Item 5. Other Information
Item 5. Other Information
Trading Plans
During the quarter ended
September 30, 2025, 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), except as disclosed below.
On September 19, 2025 , Joana
Goncalves , our Chief Medical Officer , adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c)
for the sale of up to 151,000 shares of our common stock over a period ending upon the earlier of when all shares under the plan are sold,
or June 30, 2027 , subject to certain conditions.
On September 19, 2025 , Laura Sandler , our Chief Operating Officer ,
adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 33,000 shares
of our common stock over a period ending upon the earlier of when all shares under the plan are sold, or December 31, 2026 , subject to
certain conditions.
62
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
Second 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
3.3
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
3.4
Certificate of Elimination of Series A Convertible Preferred Stock, effective August 29, 2024.
8-K
3.8
September 5, 2024
3.5
Certificate of Designation of Preferences, Rights and Limitations of Series B Non-Voting Convertible Preferred Stock.
8-K
3.9
September 5, 2024
3.6
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
Description of Securities.
10-K
4.1
March 6, 2025
4.2
Form of Pre-Funded Warrant, dated August 29, 2024.
10-K
4.3
March 6, 2025
4.3
Form of Pre-Funded Warrant, dated September 13, 2024.
8-K
4.1
September 13, 2024
4.4
Form of Pre-Funded Warrant, dated September 19, 2025.
8-K
4.1
September 22, 2025
4.5
Paruka Warrant, dated December 31, 2024
10-Q
4.5
May 14, 2025
10.1
Securities Purchase Agreement, dated September 17, 2025, by and between Oruka Therapeutics, Inc. and each purchaser identified on Annex A thereto.
8-K
10.1
September 22, 2025
10.2
Form of Registration Rights Agreement, dated September 17, 2025 .
8-K
10.2
September 22, 2025
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.
63
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 12, 2025
By:
/s/ Lawrence Klein
Lawrence Klein
President and Chief Executive Officer
(Principal Executive Officer)
Date: November 12, 2025
By:
/s/ Arjun Agarwal
Arjun Agarwal
Senior Vice President, Finance and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
64
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.