ORUKA THERAPEUTICS, INC.
19.99%
13,665,080
907654
Apr 29, 2026
May 4, 2026, 06:00 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% | 13,665,080 | 0 | 13,665,080 |
| Harwin Peter Evan | Individual | 19.99% | 13,660,663 | 17,500 | 13,643,163 |
| Kiselak Tomas | Individual | 19.99% | 13,665,080 | 0 | 13,665,080 |
| Fairmount Healthcare Fund II L.P. | Partnership | 16.23% | 11,091,772 | 0 | 11,091,772 |
| Fairmount Healthcare Co-Invest III L.P. | Partnership | 4.41% | 2,573,308 | 0 | 2,573,308 |
Disclosure Items (4)
Common Stock, $0.001 par value per share
ORUKA THERAPEUTICS, INC.
855 Oak Grove Avenue, Menlo Park, CA, 94025
The information in rows 11 and 13 of each of the cover pages (including the explanatory note in the "Comments") of this Amendment No. 5 is incorporated by reference herein. In the aggregate, the Reporting Persons' securities include (i) 3,705,262 shares of Common Stock, (ii) 17,500 shares of Common Stock issuable upon the exercise of options held by the Reporting Persons that are currently exercisable or will be exercisable within 60 days of the date of this filing, (iii) 9,937,901 shares of Common Stock issuable upon conversion of 119,255 shares of Series B Preferred Stock subject to the 19.99% beneficial ownership limitation applied to all of the securities owned by the Reporting Persons. The securities exclude 5,297,664 shares of Common Stock issuable upon conversion of 5,297,664 shares of Pre-Funded Warrants held directly by Fund II, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the outstanding Common Stock and 1,468,331 shares of Common Stock issuable upon conversion of 17,883 shares of Series B Preferred Stock held directly by Fund II in excess of the beneficial ownership limitation of 19.99%.
The information in rows 7 through 10 of each of the cover pages of this Amendment No. 5 is incorporated by reference herein.
None
Lock-Up Agreement In connection with the Company's underwritten public offering of common stock that closed on April 30, 2026, the Reporting Persons entered into a customary lock-up letter agreement (the "Lock-Up Agreement") with Leerink Partners LLC ("Leerink Partners"), TD Securities (USA) LLC, Goldman Sachs & Co. LLC, Stifel, Nicolaus & Company, Incorporated and Guggenheim Securities, LLC as the underwriters to an underwriting agreement with the Company. Pursuant to the Lock-Up Agreement, the Reporting Persons agreed to refrain from selling shares of the Company's securities without the consent of Leerink Partners, and other customary lock-up conditions, for a period of 45 calendar days from the date of the Underwriting Agreement related to the offering. The Reporting Persons did not purchase any securities of the Company or otherwise participate in the offering. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the Form of Lock-Up Agreement, which is filed as Exhibit 99.2 to this Schedule 13D and incorporated herein by reference.
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). 99.2 Lock-Up Agreement (incorporated by reference to Exhibit A to the Underwriting Agreement filed as Exhibit 1.1 of the Company's Form 8-K filed with the SEC on April 30, 2026).