Oruka Therapeutics, Inc. 10-Q

Item 1. Financial Statements ORUKA THERAPEUTICS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands, except share and per share data) March 31, December 31, 2026 2025 Assets Current assets: Cash and cash equivalents $ 49,520 $ 46,935 Marketable securities, current 339,309 290,109 Prepaid expenses and other current assets 6,420 6,813 Total current assets 395,249 343,857 Marketable securities, long-term 107,123 142,539 Property and equipment, net 318 288 Operating lease right-of-use assets 1,687 1,830 Other non-current assets 103 103 Total assets $ 504,480 $ 488,617 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 3,662 $ 4,155 Accrued expenses and other current liabilities 9,287 10,591 Operating lease liability, current 680 619 Related party accounts payable and other current liabilities 3,004 9 Total current liabilities 16,633 15,374 Operating lease liability, non-current 1,127 1,313 Total liabilities 17,760 16,687 Commitments and contingencies (Note 11) Stockholders’ equity: Series B non-voting convertible preferred stock, $ 0.001 par value; 251,504 shares authorized as of March 31, 2026 and December 31, 2025; 137,138 shares issued and outstanding as of March 31, 2026 and December 31, 2025 2,931 2,931 Common stock, $ 0.001 par value; 545,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 50,167,623 and 48,722,309 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively 50 49 Additional paid-in capital 705,196 657,561 Accumulated other comprehensive income (loss) ( 480 ) 546 Accumulated deficit ( 220,977 ) ( 189,157 ) Total stockholders’ equity 486,720 471,930 Total liabilities and stockholders’ equity $ 504,480 $ 488,617 The accompanying notes are an integral part of these condensed consolidated financial statements. 1 ORUKA THERAPEUTICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (In thousands, except share and per share data) Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Operating expenses: Research and development (1) $ 29,145 $ 19,925 General and administrative (2) 7,289 5,161 Total operating expenses 36,434 25,086 Loss from operations ( 36,434 ) ( 25,086 ) Other income (expense): Interest income 4,606 4,092 Other income (expense), net 8 ( 5 ) Total other income, net 4,614 4,087 Net loss $ ( 31,820 ) $ ( 20,999 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 0.48 ) $ ( 0.40 ) Net loss per share attributable to Series B non-voting convertible preferred stockholders, basic and diluted $ ( 39.81 ) $ ( 32.95 ) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 55,172,410 41,679,560 Weighted-average shares used in computing net loss per share attributable to Series B non-voting convertible preferred stockholders, basic and diluted 137,138 137,138 (1) Includes related party amounts of $ 3,000 and $ 2,122 for the three months ended March 31, 2026 and 2025, respectively (2) Includes related party amounts of $ 4 and $ 110 for the three months ended March 31, 2026 and 2025, respectively The accompanying notes are an integral part of these condensed consolidated financial statements. 2 ORUKA THERAPEUTICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) (In thousands) Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Net loss $ ( 31,820 ) $ ( 20,999 ) Other comprehensive income (loss): Unrealized gains (losses) on marketable securities ( 1,026 ) 35 Total comprehensive loss $ ( 32,846 ) $ ( 20,964 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 3 ORUKA THERAPEUTICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (UNAUDITED) (In thousands, except share data) Series B Non-Voting Convertible Preferred Stock Common Stock Additional Paid-In Accumulated Other Comprehensive Income Accumulated Total Stockholders’ Shares Amount Shares Amount Capital (Loss) Deficit Equity Balances as of December 31, 2025 137,138 $ 2,931 48,722,309 $ 49 $ 657,561 $ 546 $ ( 189,157 ) $ 471,930 Issuance of common stock upon exercise of stock options and employee warrants — — 195,596 — 1,766 — — 1,766 Issuance of common stock under the at-the-market (“ATM”) offering program, net of commissions — — 1,167,895 1 38,901 — — 38,902 Issuance of common stock upon vesting of restricted stock units — — 24,611 — — — — — Issuance of common stock upon exercise of prefunded warrants — — 57,212 — — — — — Stock-based compensation expense — — — — 6,968 — — 6,968 Unrealized gains (losses) on marketable securities — — — — — ( 1,026 ) — ( 1,026 ) Net loss ( 31,820 ) ( 31,820 ) Balances as of March 31, 2026 137,138 $ 2,931 50,167,623 $ 50 $ 705,196 $ ( 480 ) $ ( 220,977 ) $ 486,720 Series B Non-Voting Convertible Preferred Stock Common Stock Additional Paid-In Accumulated Other Comprehensive Income Accumulated Total Stockholders’ Shares Amount Shares Amount Capital (Loss) Deficit Equity Balances as of December 31, 2024 137,138 $ 2,931 37,440,510 $ 37 $ 463,018 $ ( 41 ) $ ( 83,724 ) $ 382,221 Stock-based compensation expense — — — — 3,468 — — 3,468 Unrealized gains (losses) on marketable securities — — — — — 35 — 35 Net loss — — — — — — ( 20,999 ) ( 20,999 ) Balances as of March 31, 2025 137,138 $ 2,931 37,440,510 $ 37 $ 466,486 $ ( 6 ) $ ( 104,723 ) $ 364,725 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 ORUKA THERAPEUTICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands) Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Cash flows from operating activities: Net loss $ ( 31,820 ) $ ( 20,999 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 6,968 4,883 Net accretion of premiums and discounts on marketable securities ( 446 ) ( 1,797 ) Non-cash lease expense 143 62 Depreciation expense 43 16 Changes in operating assets and liabilities: Prepaid expenses and other current assets 461 ( 148 ) Other non-current assets — ( 60 ) Accounts payable ( 493 ) 83 Accrued expenses and other current liabilities ( 1,304 ) 2,317 Operating lease liability ( 125 ) ( 21 ) Related party accounts payable and other current liabilities 2,995 ( 5,205 ) Net cash used in operating activities ( 23,578 ) ( 20,869 ) Cash flows from investing activities: Purchases of property and equipment ( 73 ) ( 13 ) Purchases of marketable securities ( 90,834 ) ( 44,290 ) Proceeds from maturities of marketable securities 76,470 87,169 Net cash (used in) provided by investing activities ( 14,437 ) 42,866 Cash flows from financing activities: Proceeds from issuance of common stock upon exercise of stock options and employee warrants 1,698 — Proceeds from at-the-market offering, net of commissions 38,902 — Net cash provided by financing activities 40,600 — Net increase in cash and cash equivalents 2,585 21,997 Cash and cash equivalents at beginning of period 46,935 61,575 Cash and cash equivalents at end of period $ 49,520 $ 83,572 Supplemental disclosures of non-cash financing activities: Amounts receivable related to exercise of stock options and employee warrants $ 68 — The accompanying notes are an integral part of these condensed consolidated financial statements. 5 ORUKA THERAPEUTICS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Nature of the Business and Basis of Presentation Background and Basis of Presentation Oruka Therapeutics, Inc., together with its subsidiary (collectively, the “Company”), is a clinical-stage biopharmaceutical company. The Company is headquartered in Menlo Park, California. The Company is focused on developing novel monoclonal antibody therapeutics for psoriasis (“PsO”) and other inflammatory and immunology (“I&I”) indications. The condensed consolidated financial statements and accompanying notes reflect the operations of the Company and its wholly-owned subsidiary. Intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements and accompanying notes have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial reporting and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and therefore do not include all information and disclosures normally included in the annual consolidated financial statements. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 12, 2026 (the “Annual Report”). The information as of December 31, 2025, included in the condensed consolidated balance sheets was derived from the Company’s audited financial statements. These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements, and in the opinion of the Company’s management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s condensed consolidated financial statements. The results for the three months ended March 31, 2026 are not necessarily indicative of results that may be expected for the year ending December 31, 2026 or for any other interim period or for any other future year. Liquidity As of March 31, 2026, the Company had cash, cash equivalents, and marketable securities of $ 496.0 million and an accumulated deficit of $ 221.0 million. The Company’s management expects that the existing cash, cash equivalents, and marketable securities will be sufficient to fund the Company’s operating plans for at least twelve months from the date these condensed consolidated financial statements were issued. Since its inception, the Company has devoted substantially all of its resources to advancing the development of its portfolio of programs, organizing and staffing the Company, business planning, raising capital, and providing general and administrative support for these operations. Current and future programs will require significant research and development efforts, including preclinical and clinical trials, and regulatory approvals to commercialization. Until such time as the Company can generate significant revenue from product sales, if ever, the Company expects to finance its operating activities through a combination of equity offerings and debt financings. The Company expects that its research and development and general and administrative costs will continue to increase significantly, including in connection with conducting future preclinical activities and clinical trials and manufacturing for its existing product candidates and any future product candidates to support commercialization and providing general and administrative support for its operations, including the costs associated with operating as a public company. The Company’s ability to access capital when needed is not assured and, if capital is not available to the Company when, and in the amounts needed, the Company may be required to significantly curtail, delay, or discontinue one or more of its research or development programs or the commercialization of any product candidate, or be unable to expand its operations or otherwise capitalize on the Company’s business opportunities, as desired, which could materially harm the Company’s business, financial condition and results of operations. 6 2. Summary of Significant Accounting Policies There have been no significant changes from the significant accounting policies and estimates disclosed in the Note titled “2. Summary of Significant Accounting Policies” of the Company’s Annual Report. The Company uses the same accounting policies in preparing its quarterly and annual financial statements. Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions, and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the condensed consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Significant estimates and assumptions reflected within these condensed consolidated financial statements include but are not limited to research and development expenses and related prepaid or accrued costs and the valuation of stock-based compensation awards and related expenses. The Company bases its estimates on known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts, and experience. Actual results could differ materially from those estimates or assumptions. Recently Adopted Accounting Pronouncements There have been no recent accounting pronouncements or changes in accounting pronouncements adopted during the three months ended March 31, 2026 that are of significance or potential significance to the Company. Recently Issued Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . This ASU requires more detailed disclosures, on an annual and interim basis, about specified categories of expenses (including employee compensation, depreciation, and amortization) included in certain expense captions presented on the face of the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. This ASU may be applied either prospectively or retrospectively. The Company is currently evaluating the impact of the adoption of this ASU on its condensed consolidated financial statements. 3. ATM Offering On October 3, 2025, the Company entered into a Sales Agreement with TD Securities (USA) LLC (the “Sales Agreement”), as its sales agent, pursuant to which the Company may issue and sell, from time to time, shares of common stock for aggregate gross proceeds of up to $ 200.0 million under an at-the-market (“ATM”) equity offering program. The Company is not obligated to make any sales of shares under the Sales Agreement. During the three months ended March 31, 2026, the Company issued and sold an aggregate of 1,167,895 shares of common stock pursuant to the ATM offering program for total net proceeds of $ 38.9 million after deducting sales agents’ commissions. 7 4. Fair Value Measurements The following tables present the Company’s fair value hierarchy for financial assets measured as of March 31, 2026 and December 31, 2025 (in thousands): March 31, 2026 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 13,627 $ — $ — $ 13,627 Commercial papers — 31,787 — 31,787 Total cash equivalents 13,627 31,787 — 45,414 Marketable securities Marketable securities, current U.S. treasury securities — 193,747 — 193,747 U.S. government agency securities — 26,607 — 26,607 Commercial papers — 18,979 — 18,979 Corporate debt securities — 99,976 — 99,976 Total marketable securities, current — 339,309 — 339,309 Marketable securities, long-term U.S. treasury securities — 75,332 — 75,332 Corporate debt securities — 18,927 — 18,927 U.S. government agency securities — 12,864 — 12,864 Total marketable securities, long-term — 107,123 — 107,123 Total cash equivalents and marketable securities $ 13,627 $ 478,219 $ — $ 491,846 There were no transfers in or out of Level 3 during the three months ended March 31, 2026. December 31, 2025 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 30,268 $ — $ — $ 30,268 Commercial papers — 14,483 — 14,483 Total cash equivalents 30,268 14,483 — 44,751 Marketable securities Marketable securities, current U.S. treasury securities — 195,915 — 195,915 U.S. government agency securities — 28,757 — 28,757 Commercial papers — 21,241 — 21,241 Corporate debt securities — 44,196 — 44,196 Total marketable securities, current — 290,109 — 290,109 Marketable securities, long-term U.S. treasury securities — 75,730 — 75,730 Corporate debt securities — 54,998 — 54,998 U.S. government agency securities — 11,811 — 11,811 Total marketable securities, long-term — 142,539 — 142,539 Total cash equivalents and marketable securities $ 30,268 $ 447,131 $ — $ 477,399 8 5. Cash Equivalents and Marketable Securities The following tables summarize the cash equivalents and marketable securities, which are classified as available-for-sale as of March 31, 2026 and December 31, 2025 (in thousands): March 31, 2026 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash equivalents Money market funds $ 13,627 $ — $ — $ 13,627 Commercial papers 31,792 — ( 5 ) 31,787 Total cash equivalents 45,419 — ( 5 ) 45,414 Marketable securities Marketable securities, current U.S. treasury securities 193,740 61 ( 54 ) 193,747 U.S. government agency securities 26,606 7 ( 6 ) 26,607 Commercial papers 18,996 — ( 17 ) 18,979 Corporate debt securities 100,136 3 ( 163 ) 99,976 Total marketable securities, current 339,478 71 ( 240 ) 339,309 Marketable securities, long-term U.S. treasury securities 75,530 2 ( 200 ) 75,332 Corporate debt securities 18,994 — ( 67 ) 18,927 U.S. government agency securities 12,905 — ( 41 ) 12,864 Total marketable securities, long-term 107,429 2 ( 308 ) 107,123 Total cash equivalents and marketable securities $ 492,326 $ 73 $ ( 553 ) $ 491,846 December 31, 2025 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash equivalents Money market funds $ 30,268 $ — $ — $ 30,268 Commercial papers 14,484 — ( 1 ) 14,483 Total cash equivalents 44,752 — ( 1 ) 44,751 Marketable securities Marketable securities, current U.S. treasury securities 195,607 308 — 195,915 U.S. government agency securities 28,724 33 — 28,757 Commercial papers 21,239 2 — 21,241 Corporate debt securities 44,173 26 ( 3 ) 44,196 Total marketable securities, current 289,743 369 ( 3 ) 290,109 Marketable securities, long-term U.S. treasury securities 75,612 118 — 75,730 Corporate debt securities 54,949 55 ( 6 ) 54,998 U.S. government agency securities 11,797 14 — 11,811 Total marketable securities, long-term 142,358 187 ( 6 ) 142,539 Total cash equivalents and marketable securities $ 476,853 $ 556 $ ( 10 ) $ 477,399 9 The following table summarizes the available-for-sale securities in an unrealized loss position, aggregated by major security type and length of time in a continuous unrealized loss position, for which an allowance for credit losses was not recorded as of March 31, 2026 and December 31, 2025 (in thousands): March 31, 2026 Less than 12 months 12 months or longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Cash equivalents Commercial papers $ 31,787 $ ( 5 ) $ — $ — $ 31,787 $ ( 5 ) Marketable securities Marketable securities, current U.S. treasury securities 89,012 ( 54 ) — — 89,012 ( 54 ) U.S. government agency securities 12,454 ( 6 ) — — 12,454 ( 6 ) Commercial papers 18,979 ( 17 ) — — 18,979 ( 17 ) Corporate debt securities 91,371 ( 163 ) — — 91,371 ( 163 ) Marketable securities, long-term U.S. treasury securities 73,325 ( 200 ) — — 73,325 ( 200 ) Corporate debt securities 18,927 ( 67 ) — — 18,927 ( 67 ) U.S. government agency securities 12,864 ( 41 ) — — 12,864 ( 41 ) Total $ 348,719 $ ( 553 ) $ — $ — $ 348,719 $ ( 553 ) December 31, 2025 Less than 12 months 12 months or longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Cash equivalents Commercial papers $ 14,483 $ ( 1 ) $ — $ — $ 14,483 $ ( 1 ) Marketable securities Marketable securities, current Corporate debt securities 8,771 ( 3 ) — — 8,771 ( 3 ) Marketable securities, long-term Corporate debt securities 6,143 ( 6 ) — — 6,143 ( 6 ) Total $ 29,397 $ ( 10 ) $ — $ — $ 29,397 $ ( 10 ) 10 The Company evaluated its securities for credit losses and considered the decline in market value to be primarily attributable to current economic and market conditions and not to a credit loss or other factors. Additionally, the Company does not intend to sell the securities in an unrealized loss position and it is not more likely than not that the Company will be required to sell the securities before recovery of the unamortized cost basis, which may be at maturity. There were no material realized gains or realized losses on marketable securities for the periods presented. Given the Company’s intent and ability to hold such securities until recovery, and the lack of significant change in credit risk of these investments, the Company does not consider these marketable securities to be impaired as of March 31, 2026 and December 31, 2025. As of March 31, 2026 and December 31, 2025, the Company did not record an allowance for credit losses. The following table summarizes the contractual maturities of the Company’s marketable securities at estimated fair value (in thousands): March 31, 2026 December 31, 2025 Due in one year or less $ 339,309 $ 290,109 Due in 1-2 years 107,123 142,539 Total $ 446,432 $ 432,648 6. Accrued Expenses and Other Current Liabilities The following table summarizes accrued expenses and other current liabilities (in thousands): March 31, 2026 December 31, 2025 Accrued research and development $ 6,805 $ 4,384 Accrued employee compensation and benefits 1,707 5,266 Accrued professional and consulting 775 941 Total $ 9,287 $ 10,591 7. Convertible Preferred Stock and Stockholders’ Equity Pre-Funded Warrants In August 2024, certain investors in the Company were issued pre-funded warrants which were exercisable for shares of the Company’s common stock at an exercise price of $ 0.01 per share. During the three months ended March 31, 2026, the Company issued 57,212 shares of common stock on net exercises of 57,228 pre-funded warrants out of the pre-funded warrants previously issued in August 2024. No pre-funded warrants were exercised during the three months ended March 31, 2025. As of March 31, 2026 and December 31, 2025, 5,439,955 and 5,497,183 pre-funded warrants, respectively, remain issued and outstanding from the August 2024 issuance. In September 2024, certain investors in the Company were issued pre-funded warrants which were exercisable for shares of the Company’s common stock at an exercise price of $ 0.001 per share. During the three months ended March 31, 2026 and 2025, no pre-funded warrants were exercised out of the pre-funded warrants previously issued in September 2024. As of each of March 31, 2026 and December 31, 2025, 380,000 pre-funded warrants remain issued and outstanding from the September 2024 issuance. 11 In September 2025, certain investors in the Company were issued pre-funded warrants which were exercisable for shares of the Company’s common stock at an exercise price of $ 0.001 per share. During the three months ended March 31, 2026, no pre-funded warrants were exercised out of the pre-funded warrants previously issued in September 2025. As of each of March 31, 2026 and December 31, 2025, 1,066,666 pre-funded warrants remain issued and outstanding from the September 2025 issuance. On issuance, the pre-funded warrants were recorded as a component of stockholders’ equity within additional paid-in-capital and have no expiration date. Collectively, 6,886,621 and 6,943,849 pre-funded warrants were outstanding as of March 31, 2026 and December 31, 2025, respectively. Employee Warrants During 2024, employee warrants were issued at an exercise price of $ 7.80 per warrant to the employees and directors of the Company. These warrants vest over a period of four years . The Company recognizes compensation cost related to warrants on a straight-line basis over the requisite service period, which is the period in which the related services are received. As of March 31, 2026 and December 31, 2025, 2,767,511 and 3,029,510 warrants, respectively, were outstanding. Convertible Preferred Stock As of March 31, 2026, Series B preferred stock consisted of the following (in thousands, except share data): March 31, 2026 Preferred Stock Authorized Preferred Stock Issued and Outstanding Carrying Value Common Stock Issuable Upon Conversion Series B preferred stock 251,504 137,138 $ 2,931 11,428,149 Pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series B Non-Voting Convertible Preferred Stock (the “Series B Certificate of Designation”), holders of Series B preferred stock are entitled to receive dividends on shares of Series B preferred stock equal to, on an as-if-converted-to common stock basis, and in the same form as, dividends actually paid on shares of common stock. Except as provided in the Series B Certificate of Designation or as otherwise required by law, Series B preferred stock does not have voting rights. Series B preferred stock shall rank on parity with the Company’s common stock as to the distribution of assets upon any liquidation, dissolution, or winding-up of the Company. Each share of Series B preferred stock is convertible at the option of the holder, at any time, and without the payment of additional consideration by the holder. As of March 31, 2026, each outstanding share of Series B preferred stock was convertible into common stock at a ratio of approximately 83.3332:1 . Paruka Warrant On December 31, 2024, the Company settled its 2024 obligations under the Paruka Warrant Obligation (defined below) by issuing Paruka Holding LLC (“Paruka”) a warrant to purchase 596,930 shares of the Company’s common stock at an exercise price of $ 19.39 per share. On December 12, 2025, the Company settled its 2025 obligations under the Paruka Warrant Obligation (defined below) by issuing Paruka a warrant to purchase 375,000 shares of the Company’s common stock at an exercise price of $ 30.18 per share. The warrants have a term of 10 years, are fully vested, and are exercisable in part or full at any time during the term of the warrant. As of March 31, 2026 and December 31, 2025, the warrants issued under the Paruka Warrant Obligation are outstanding and unexercised. See Note 8 for additional information on the Paruka Warrant Obligation. 12 Common Stock As of March 31, 2026, the Certificate of Incorporation provided for 545,000,000 authorized shares of common stock. As of March 31, 2026, 50,167,623 shares of common stock were issued and outstanding, including 2,159,609 shares of restricted common stock awards (“RSAs”) issued and outstanding. As of March 31, 2026 and December 31, 2025, the Company had common stock reserved for future issuance as follows: March 31, 2026 December 31, 2025 Shares issuable on conversion of Series B preferred stock 11,428,149 11,428,149 Shares issuable upon exercise of pre-funded warrants 6,886,621 6,943,849 Shares issuable upon exercise of warrants under the Paruka Warrant Obligation 971,930 971,930 Outstanding and issued stock options 5,297,351 3,950,958 Outstanding and issued employee warrants 2,767,511 3,029,510 Outstanding and issued restricted stock units 396,145 — Shares available for grant under 2024 Stock Incentive Plan 6,129,190 4,600,217 Shares available for grant under 2024 Employee Stock Purchase Plan 975,922 975,922 Total shares of common stock reserved 34,852,819 31,900,535 8. Stock-Based Compensation 2024 Equity Incentive Plan The 2024 Equity Incentive Plan (“2024 Plan”) was adopted on February 6, 2024. The 2024 Plan provided for the Company to grant stock options, restricted stock awards, restricted stock units, and other stock-based awards to employees, officers, directors, consultants, and advisors. Equity incentive stock options granted under the 2024 Plan generally vest over four years, subject to the participant’s continued service, and expire after ten years. As of March 31, 2026 and December 31, 2025, 1,155,540 and 1,167,826 shares, respectively, were subject to options outstanding under the 2024 Plan and will become available under the 2024 Stock Incentive Plan (defined below) to the extent the options are forfeited or lapse unexercised. 2024 Stock Incentive Plan The 2024 Stock Incentive Plan (“2024 Stock Plan”) became effective in August 2024. The 2024 Stock Plan allows for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, other stockholder-based awards and incentive bonuses. An additional 3,354,715 shares became available for issuance under the 2024 Stock Plan on January 1, 2026 as a result of the annual increase pursuant to the evergreen provision. As of March 31, 2026, 10,667,146 shares were reserved for issuance under the 2024 Stock Plan, of which 6,129,190 shares were available for future grant and 4,537,956 shares were subject to outstanding options and restricted stock units. As of December 31, 2025, 7,383,349 shares were reserved for issuance under the 2024 Stock Plan, of which 4,600,217 shares were available for future grant and 2,783,132 shares were subject to outstanding options. 13 2024 Employee Stock Purchase Plan The 2024 Employee Stock Purchase Plan (the “ESPP”) became effective in August 2024. Eligible employees may purchase shares of common stock under the ESPP at 85 % of the lower of the fair market value of the common stock as of the first or the last day of each offering period. Employees are limited to contributing 15 % of the employee’s eligible compensation and may not purchase more than $ 25,000 of stock during any calendar year. The ESPP will terminate ten years from the first purchase date under the plan, unless terminated earlier by the Board. The Company issued no shares during the three months ended March 31, 2026 and 2025, out of the ESPP. As of each of March 31, 2026 and December 31, 2025, there were 975,922 shares of common stock available in the pool for future issuances. For each of the three months ended March 31, 2026 and March 31, 2025, stock-based compensation expenses related to the ESPP were less than $ 0.1 million. Stock Option Valuation The following table summarizes the weighted-average assumptions used in calculating the fair value of the awards for the three months ended March 31, 2026 and 2025: Three Months Ended March 31, 2026 2025 Expected term (in years) 6.0 6.0 Expected volatility 87.4 % 96.0 % Risk-free interest rate 3.9 % 4.5 % Expected dividend yield — — Stock Option Activity The following table summarizes the stock option activities under the 2024 Plan and the 2024 Stock Plan for the three months ended March 31, 2026: Number of Stock Options Outstanding Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in Thousands) Balance as of December 31, 2025 3,950,958 $ 12.61 8.9 $ 69,966 Granted 1,482,951 $ 34.31 Exercised ( 58,593 ) $ 11.91 Canceled/forfeited ( 77,965 ) $ 15.04 Balance as of March 31, 2026 5,297,351 $ 18.66 9.0 $ 160,987 Vested and expected to vest, March 31, 2026 5,297,351 $ 18.66 9.0 $ 160,987 Exercisable, March 31, 2026 1,269,986 $ 12.11 8.4 $ 46,912 14 The weighted average grant-date fair value per share of stock options granted during the three months ended March 31, 2026 was $ 25.68 per share. The aggregate intrinsic value represents the difference between the closing price of the Company’s common stock on March 31, 2026 and the exercise price of outstanding, in-the-money employee stock options. The aggregate intrinsic value of the options exercised during the three months ended March 31, 2026 and 2025 were $ 1.4 million and nil , respectively. Restricted Stock Units The Company began issuing restricted stock units (“RSUs”) under the 2024 Stock Plan during the quarter ended March 31, 2026. An RSU is an agreement to issue shares of the Company’s common stock at the time of vesting. RSUs generally vest over a four-year service period. RSUs granted during the annual refresher awards vest typically in equal quarterly installments over four years, subject to continued employment. RSUs granted to a new employee cliff vest 25 % on the Company’s quarterly vesting date on or after the first anniversary of the grant date, followed by 12 equal quarterly vesting thereafter. Upon vesting, each RSU converts into one share of the Company’s common stock. Stock-based compensation expense associated with RSUs are based on the fair value of the Company’s common stock on the grant date, which equals the closing market price of the Company’s common stock on the grant date. For RSUs, the Company recognizes compensation expense over the vesting period of the awards that are ultimately expected to vest. The following table summarizes the RSU activity for the three months ended March 31, 2026: Number of RSUs Outstanding Weighted Average Grant Date Fair Value Unvested as of December 31, 2025 — $ — Granted 421,019 $ 34.43 Vested ( 24,611 ) $ 34.37 Canceled/forfeited ( 263 ) $ 34.39 Unvested as of March 31, 2026 396,145 $ 34.44 The fair value of RSUs that vested during the three months ended March 31, 2026 was $ 1.0 million. For the three months ended March 31, 2026 and March 31, 2025, stock-based compensation expenses related to RSUs was $ 1.0 million and nil , respectively. 15 Restricted Stock Awards The following table summarizes the restricted stock awards (“RSA”) activity for the three months ended March 31, 2026: Number of RSAs Weighted Average Grant Date Fair Value Unvested balance as of December 31, 2025 1,149,589 $ — Granted — $ — Vested ( 125,719 ) $ — Canceled/ forfeited — $ — Unvested balance as of March 31, 2026 1,023,870 $ — The fair value of RSAs that vested during the three months ended March 31, 2026 was $ 4.5 million. For the three months ended March 31, 2026 and March 31, 2025, stock-based compensation expenses related to RSAs were less than $ 0.1 million. Option Agreements and Paruka Warrant Obligation As part of the Option Agreements (defined in Note 10 below), the Company granted warrants to purchase a number of shares equal to 1.00 % of outstanding shares as of the date of the grant on a fully-diluted basis, or based upon the agreed number of warrants as disclosed in the Warrant Agreement, with an exercise price equal to the fair market value of the underlying shares on the grant date (the “Paruka Warrant Obligation”). The grant dates for the issuance of warrants were expected to be December 31, 2024 and December 31, 2025 as all terms of the award, including number of shares and exercise price, will be known by all parties. The Company determined that the 2024 and 2025 grants are two separate grants, as there would be no obligation for the 2025 grant had the Company exercised or terminated all of the options under the Option Agreements prior to December 31, 2024. The service inception period for the grant precedes the grant date, with the full award being vested as of the grant date with no post-grant date service requirement. Accordingly, a liability related to the Paruka Warrant Obligation was recorded during the 2024 and 2025 interim periods. The liability is adjusted to fair value at the end of each interim reporting period, with changes in fair value recorded in the consolidated statements of operations as stock-based compensation expenses under research and development expenses. The Company settled its 2024 and 2025 obligations under the Paruka Warrant Obligation by issuing Paruka 596,930 and 375,000 warrants, respectively, to purchase common stock at an exercise price per warrant of $ 19.39 and $ 30.18 , respectively. For the three months ended March 31, 2026 and 2025, nil and $ 1.4 million, respectively, was recognized as stock-based compensation expense related to the Paruka Warrant Obligation. As of each of March 31, 2026 and December 31, 2025, the unamortized expense related to the Paruka Warrant Obligation was nil . 16 Employee Warrants The following table summarizes the employee warrant activity during the three months ended March 31, 2026: Number of Employee Warrants Outstanding Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in Thousands) Balance as of December 31, 2025 3,029,510 $ 7.80 8.5 $ 68,194 Granted — $ — Exercised ( 137,003 ) $ 7.80 Canceled/forfeited ( 124,996 ) $ 7.80 Balance as of March 31, 2026 2,767,511 $ 7.80 8.3 $ 114,160 Vested and expected to vest, March 31, 2026 2,767,511 $ 7.80 8.3 $ 114,160 Exercisable, March 31, 2026 1,265,741 $ 7.80 8.3 $ 52,212 The aggregate intrinsic value represents the difference between the closing price of the Company’s common stock as of March 31, 2026 and the exercise price of outstanding, in-the-money warrants. The aggregate intrinsic value of the employee warrants exercised during the three months ended March 31, 2026 and 2025 was $ 3.5 million and nil , respectively. Stock-Based Compensation Expense The following table summarizes the classification of the Company’s stock-based compensation expense in the condensed consolidated statements of operations (in thousands): Three Months Ended March 31, 2026 2025 Research and development $ 3,579 $ 3,003 General and administrative 3,389 1,880 Total $ 6,968 $ 4,883 17 As of March 31, 2026, total unrecognized stock-based compensation expenses related to the unvested stock options, RSUs, RSAs, employee warrants, and ESPP was $ 84.1 million, which is expected to be recognized over a weighted average period of approximately 3.1 years. The following table summarizes the award types of the Company’s stock-based compensation expense in the condensed consolidated statements of operations (in thousands): Three Months Ended March 31, 2026 2025 Paruka Warrant Obligation $ — $ 1,415 Employee warrants 1,128 1,551 Stock options 4,737 1,889 Restricted stock units 1,018 — Employee stock purchase plan 85 28 Total $ 6,968 $ 4,883 9. Segment Disclosures The Company operates and manages its business activities on a consolidated basis and operates in one reportable segment. The Company operates as a single reportable and operating segment. Its Chief Executive Officer , serving as the Chief Operating Decision Maker (“CODM”), oversees operations on an aggregated basis to allocate resources effectively. In assessing the Company’s financial performance, the CODM regularly reviews total operating expenses and consolidated net loss. The measure of segment assets is reported on the balance sheet as total consolidated assets. The Company’s long-lived assets consist primarily of property and equipment, net. As of March 31, 2026 and December 31, 2025 all long-lived assets were in the U.S. The following table summarizes the segment loss from operations, including significant segment expenses (in thousands): Three Months Ended March 31, 2026 2025 Research and development personnel-related (excluding stock-based compensation) $ 6,077 $ 2,463 General and administrative personnel-related (excluding stock-based compensation) 2,117 1,694 Research and development stock-based compensation 3,579 3,003 General and administrative stock-based compensation 3,389 1,880 External research and development 18,329 13,610 Other research and development 1,160 849 General and administrative, excluding personnel-related and stock-based compensation 1,783 1,587 Total operating expenses 36,434 25,086 Loss from operations $ ( 36,434 ) $ ( 25,086 ) 18 10. Option Agreements and License Agreements Option Agreements – Paragon Therapeutics In March 2024, the Company entered into two antibody discovery and option agreements (the “Option Agreements”) with Paragon Therapeutics, Inc. (“Paragon”) and Paruka. Under the terms of each agreement, Paragon identifies, evaluates, and develops antibodies directed against certain mutually agreed therapeutic targets of interest to the Company. The Company has initiated certain research programs with Paragon that generally focus on discovering, generating, identifying and/or characterizing antibodies directed to a particular target (each, a “Research Program”), including for IL-23 and IL-17A/F for ORKA-001 and ORKA-002, respectively. In December 2025, the Company entered into an additional option agreement for an antibody with Paragon and Paruka to enter into a license agreement, which the Company exercised in December 2025. Per the terms of this option agreement, once the Company enters into the corresponding license agreement, it will be required to make non-refundable milestone payments to Paragon of up to $ 12.0 million under the agreement upon the achievement of certain clinical development milestones, up to $ 10.0 million under the agreement upon the achievement of a certain regulatory milestone, as well as a low single-digit percentage royalty for antibody products beginning on the first commercial sale. As of March 31, 2026, the Company has not entered into a license agreement with Paragon and Paruka related to this additional option agreement. As part of the Option Agreements and the additional option agreement mentioned above, on December 31, 2024, the Company settled its 2024 obligations under the Paruka Warrant Obligation by issuing Paruka a warrant to purchase 596,930 shares of the Company’s common stock at an exercise price of $ 19.39 per share, and on December 12, 2025, the Company settled its 2025 obligations under the Paruka Warrant Obligation by issuing Paruka a warrant to purchase 375,000 shares of the Company’s common stock at an exercise price of $ 30.18 per share. License Agreements – Paragon Therapeutics In September 2024, the Company exercised its exclusive option to acquire certain rights to ORKA-001, and in December 2024, it entered into a corresponding license agreement with Paragon (the “ORKA-001 License Agreement”), pursuant to which Paragon granted the Company a royalty-bearing, world-wide, exclusive license to develop, manufacture, commercialize, or otherwise exploit certain antibodies and products targeting IL-23 in all fields other than the field of inflammatory bowel disease (“ORKA-001 Field”). In December 2024, the Company exercised its exclusive option to acquire certain rights to ORKA-002, and in February 2025, it entered into the corresponding license agreement with Paragon (the “ORKA-002 License Agreement” and together with the ORKA-001 License Agreement, the “License Agreements”), pursuant to which Paragon granted the Company a royalty-bearing, world-wide, exclusive license to develop, manufacture, commercialize, or otherwise exploit certain antibodies and products targeting IL-17A/F in all fields (“ORKA-002 Field” and together with the ORKA-001 Field, the “Fields”). Pursuant to each of the two License Agreements, Paragon has agreed not to conduct any new campaigns that generate anti-IL-23 monospecific antibodies or anti-IL-17A/F monospecific antibodies in the respective agreed-upon fields. The License Agreements provide the Company with exclusive licenses in the Fields to Paragon’s patent applications covering the related antibodies, their method of use and their method of manufacture and Paragon has agreed not to conduct any new campaigns that generate anti-IL-23 monospecific antibodies or anti-IL-17A/F monospecific antibodies for the ORKA-001 Field or the ORKA-002 Field, respectively, for at least five years. Each of the License Agreements may be terminated on 60 days’ notice to Paragon, on material breach without cure, and on a party’s insolvency or bankruptcy to the extent permitted by law. Pursuant to the terms of each of the License Agreements, the Company is obligated to pay Paragon non-refundable milestone payments of up to $ 12.0 million under each respective agreement upon the achievement of certain clinical development milestones and up to $ 10.0 million under each respective agreement upon the achievement of certain regulatory milestones. In addition, the Company is obligated to pay Paragon a low single-digit percentage royalty for antibody products for each of ORKA-001 and ORKA-002. For each of the License Agreements, the royalty term ends on the later of (i) the last-to-expire licensed patent or our patent directed to the manufacture, use or sale of a licensed antibody in the country at issue or (ii) 12 years from the date of first sale of a Company product. There is also a royalty step-down if there is no Paragon patent in effect during the royalty term for each program. Each of the License Agreements may be terminated on 60 days’ notice to Paragon, on material breach without cure, and on a party’s insolvency or bankruptcy to the extent permitted by law. During the quarter ended March 31, 2026, the Company incurred and expensed a milestone of $ 3.0 million related to the dosing of the first patient in a Phase 2 trial for the ORKA-002 License Agreement. As of March 31, 2026, the Company has incurred and expensed milestone payments of $ 7.0 million in connection with each of the ORKA-001 License Agreement and the ORKA-002 License Agreement. As of December 31, 2025, the Company had incurred and expensed milestone payments of $ 7.0 million and $ 4.0 million for the ORKA-001 License Agreement and the ORKA-002 License Agreement, respectively. These costs were recorded as research and development expenses in the accompanying condensed consolidated statements of operations. As of March 31, 2026 and December 31, 2025, $ 3.0 million and nil , respectively were included in related party accounts payable and other current liabilities. For the three months ended March 31, 2026 and 2025, the Company recognized $ 3.0 million and $ 1.5 million, respectively, of expenses in connection with milestone payable and services provided by Paragon and Paruka under the Option and License Agreements. 19 11. Commitments and Contingencies Leases In April 2024, the Company entered into an operating lease agreement for the Company’s headquarters in Menlo Park, California, which commenced on June 15, 2024 with an initial term of 39.5 months. In February 2025, the Company entered into an operating lease agreement in Waltham, Massachusetts, which commenced on April 1, 2025 with an initial term of 54 months. The Company leases office spaces under noncancelable operating lease agreements. Lease liabilities are based on the net present value of the remaining lease payments over the remaining lease terms. In determining the present value of lease payments, the Company used its incremental borrowing rate when measuring operating lease liabilities as discount rates were not implicit or readily determinable. For the three months ended March 31, 2026 and 2025, the Company recorded operating and variable lease expenses of $ 0.2 million and $ 0.1 million, respectively, in general and administrative expenses in its condensed consolidated statements of operations. The following table presents the Company’s supplemental cash flow information related to leases (in thousands): Three months Ended March 31, 2026 Cash paid for amounts included in the measurement of lease liabilities $ 186 The following table summarizes a maturity analysis of the Company’s net operating lease liabilities showing the aggregate lease payments as of March 31, 2026 (in thousands): Year ending December 31, Amount 2026 (remainder of the year) $ 637 2027 768 2028 397 2029 304 Total undiscounted lease payments 2,106 Less: imputed interest ( 299 ) Total discounted lease payments 1,807 Less: current portion of lease liability ( 680 ) Non-current portion of lease liability $ 1,127 Cell Line License Agreement In March 2024, the Company entered into the Cell Line License Agreement (the “Cell Line License Agreement”) with WuXi Biologics Ireland Limited (“WuXi Biologics”). Under the Cell Line License Agreement, the Company received a non-exclusive, worldwide, sublicensable license to certain of WuXi Biologics’ know-how, cell line, biological materials (the “WuXi Biologics Licensed Technology”) and media and feeds to make, have made, use, sell and import certain therapeutic products produced through the use of the cell line licensed by WuXi Biologics under the Cell Line License Agreement (the “WuXi Biologics Licensed Products”). Specifically, the WuXi Biologics Licensed Technology is used in certain manufacturing activities in support of the ORKA-001 and ORKA-002 programs. 20 In consideration for the license, the Company agreed to pay WuXi Biologics a non-refundable license fee of $ 150,000 , which was recognized as a research and development expense during the period from February 6, 2024 (inception) to December 31, 2024. Additionally, to the extent that the Company manufactures its commercial supplies of bulk drug product with a manufacturer other than WuXi Biologics or its affiliates, the Company is required to make royalty payments to WuXi Biologics at a rate of less than one percent of net sales of WuXi Biologics Licensed Products manufactured by the third-party manufacturer. Pursuant to an amendment to the Cell Line License Agreement effective in November 2024, a provision was added that permits the royalties owed under the agreement to be bought out on a product-by-product basis for a lump-sum payment. The Cell Line License Agreement will continue indefinitely unless terminated (i) by the Company upon six months’ prior written notice and its payment of all undisputed amounts due to WuXi Biologics through the effective date of termination, (ii) by WuXi Biologics for a material breach by the Company that remains uncured for 60 days after written notice, (iii) by WuXi Biologics if the Company fails to make a payment and such failure continues for 30 days after receiving notice of such failure, or (iv) by either party upon the other party’s bankruptcy. Legal Proceedings The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of FASB ASC Topic 450, Contingencies (“ASC 450”). The Company expenses as incurred the costs related to its legal proceedings. 12. Net Loss Per Share The following table summarizes the basic and diluted net loss per share attributable to stockholders (in thousands, except share and per share data): Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Loss Allocation Weighted Average Shares Outstanding Net Loss Per Share, Basic and Diluted Loss Allocation Weighted Average Shares Outstanding Net Loss Per Share, Basic and Diluted Common Stock ( 26,360 ) 55,172,410 $ ( 0.48 ) $ ( 16,480 ) 41,679,560 $ ( 0.40 ) Series B preferred stock (1) ( 5,460 ) 137,138 $ ( 39.81 ) ( 4,519 ) 137,138 $ ( 32.95 ) Net loss ( 31,820 ) $ ( 20,999 ) (1) The weighted-average number of shares of as-converted Series B preferred stock used in the loss allocation was 11,428,149 for the three months ended March 31, 2026 and 2025. For the computation of basic net loss per share attributable to stockholders, the amount of weighted-average shares outstanding excludes all shares of unvested restricted common stock as such shares are not considered outstanding for accounting purposes until vested. The amount of weighted-average shares outstanding includes the pre-funded warrants as the exercise price is negligible and these warrants are fully vested and exercisable. 21 The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to stockholders for the periods presented because including them would have had an anti-dilutive effect were as follows: Three Months Ended March 31, 2026 2025 Outstanding employee warrants to purchase common stock 2,767,511 3,054,358 Outstanding unvested restricted stock awards 1,023,870 1,630,982 Outstanding and issued common stock options 5,297,351 3,265,460 Outstanding unvested restricted stock units 396,145 — Outstanding and issued warrant to Paruka 971,930 596,930 Total 10,456,807 8,547,730 13. Related Party Transactions Paragon and Paruka each beneficially own less than 5% of the Company’s capital stock through their respective holdings of common stock. Fairmount Healthcare Fund II, L.P. (“Fairmount”) beneficially owns more than 5% of the Company’s capital stock, currently has one representative appointed to the Board, and beneficially owns more than 5% of Paragon. Fairmount appointed Paragon’s board of directors and has the contractual right to approve the appointment of any executive officers of Paragon. The following is a summary of related party accounts payable and other current liabilities (in thousands): March 31, 2026 December 31, 2025 Paragon milestone payments for the Option Agreements $ 3,000 $ — Paragon reimbursable patent expenses 4 9 Total $ 3,004 $ 9 14. Subsequent Events On April 30, 2026, the Company announced the closing of an underwritten public offering. The Company issued and sold 9,660,000 shares of its common stock, par value $ 0.001 , at a public offering price of $ 72.50 per share (the “April 2026 Offering”) for gross proceeds of $ 700.4 million before any underwriting discounts and commissions and related issuance expenses. The Company has granted the underwriters an option for a period of 30 days expiring May 28, 2026 , to purchase up to an additional 1,449,000 shares of its common stock at the public offering price of $ 72.50 per share, less underwriting discounts and commissions. As of the filing of these condensed financial statements, the option remains unexercised. On May 1, 2026, the Company and Halozyme Hypercon, Inc. (“Halozyme”) entered into a global exclusive collaboration and license agreement (“Halozyme License Agreement”). Under the Halozyme License Agreement, the Company has licensed Halozyme’s Hypercon TM technology for IL-23p19 in psoriatic disease and up to one additional target. Hypercon TM is an innovative microparticle technology that allows for hyperconcentration of drugs and biologics, reducing injection volume for a given dose and supporting more convenient, patient-friendly administration. Pursuant to the terms of the Halozyme License Agreement, the Company is obligated to pay Halozyme a non-refundable upfront payment and milestone payments upon the achievement of certain clinical, developmental and sales milestones for a total amount up to $ 176.5 million, along with reimbursement of the costs to be incurred in the development of the licensed products. In addition, the Company would be obligated to pay mid-single digit royalties on net sales of products developed using Hypercon TM technology. 22