ORUKA THERAPEUTICS, INC.
19.99%
11,162,741
907654
687604108
Sep 16, 2025
Sep 19, 2025, 06:56 PM
Reporting Persons (5)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Fairmount Funds Management LLC | Investment Adviser | 19.99% | 11,162,741 | 0 | 11,162,741 |
| Peter Evan Harwin | Individual | 19.99% | 11,162,741 | 0 | 11,162,741 |
| Tomas Kiselak | Individual | 19.99% | 11,162,741 | 0 | 11,162,741 |
| Fairmount Healthcare Fund II L.P. | Partnership | 15.38% | 8,589,433 | 0 | 8,589,433 |
| Fairmount Healthcare Co-Invest III L.P. | Partnership | 5.32% | 2,573,308 | 0 | 2,573,308 |
Disclosure Items (5)
Common Stock, $0.001 par value
ORUKA THERAPEUTICS, INC.
855 Oak Grove Avenue, Menlo Park, CA, 94025
Item 3 of the Statement is hereby amended and supplemented as follows: In aggregate, the Reporting Persons have voting and dispositive power over 11,162,741 shares of Common Stock of the Company, which is comprised of (a) 3,705,262 shares of Common Stock, (b) Pre-Funded Warrants to purchase up to 1,253,572 shares of Common Stock, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the outstanding Common Stock (and excluding shares of Common Stock issuable upon exercise of the Pre-Funded Warrants in excess of the beneficial ownership limitation), and (c) 6,203,907 shares of Common Stock issuable upon conversion of 74,447 shares of Series B Preferred Stock, the conversion of which is subject to a beneficial ownership limitation of 19.99% of the outstanding Common Stock (and excluding shares of Common Stock issuable upon conversion of the Series B Preferred Stock in excess of the beneficial ownership limitation). On September 17, 2025, Fund II purchased a total of 333,340 shares of Common Stock through a private placement with the Company for an aggregate of $5,000,100. The shares were purchased with working capital.
The information in rows 11 and 13 of each of the cover pages (including the explanatory note in the "Comments") of this Amendment No. 4 is incorporated by reference herein.
The information in rows 7 through 10 of each of the cover pages of this Amendment No. 4 is incorporated by reference herein. The Reporting Persons' securities (a) include (i) 1,131,954 shares of Common Stock, 1,253,572 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants and 6,203,907 shares of Common Stock issuable upon conversion of 74,447 shares of Series B Preferred Stock, directly held by Fund II, and (ii) 2,573,308 shares of Common Stock directly held by Co-Invest, and (b) exclude (i) 4,044,092 shares of Common Stock issuable upon exercise of Pre-Funded Warrants and (ii) 5,224,242 shares of Common Stock issuable upon conversion of 62,691 shares of Series B Preferred Stock, in each case directly held by Fund II. The exercise of the Pre-Funded Warrants is subject to a beneficial ownership limitation of 9.99% of the outstanding Common Stock and the conversion of the Series B Preferred Stock is subject to a beneficial ownership limitation of 19.99%. The securities exclude shares of Common Stock issuable upon exercise of Pre-Funded Warrants and conversion of shares of Series B Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the Common Stock, the beneficial ownership limitation with respect to the Series B Preferred Stock will automatically reduce to 9.99%.
On September 17, 2025, Fund II purchased a total of 333,340 shares of Common Stock in the PIPE at a price of $15.00 per share, for an aggregate of $5,000,100.
Fairmount is the investment manager to Fund II and Co-Invest and has voting and dispositive power over shares of Common Stock held on behalf of Fund II and Co-Invest.
99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 of the Reporting Persons' Schedule 13D filed with the SEC on September 6, 2024).