Item 5. Other Information
Item 5. Other Information
Trading Plans
During the quarter ended
June 30, 2026, 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 May 14, 2026 , Lawrence
Klein , our President and Chief Executive 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 350,000 shares of our common stock over a period ending upon the earlier of when all shares under
the plan are sold, or August 4, 2027 , subject to certain conditions.
On May 15, 2026 , Paul Quinlan ,
our General Counsel , adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the
sale of up to 120,000 shares of our common stock over a period ending upon the earlier of when all shares under the plan are sold, or
August 20, 2027 , subject to certain conditions.
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
4.6
Paruka
Warrant, dated December 12, 2025.
10-K
4.6
March
12, 2026
10.1
First Amendment to IL-23 License Agreement, dated May 29, 2026.
8-K
10.1
June 1, 2026
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.
† 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.
64
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: August 10, 2026
By:
/s/ Lawrence
Klein
Lawrence Klein
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 10, 2026
By:
/s/
Arjun Agarwal
Arjun Agarwal
Senior Vice President, Finance and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
65
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.