ORUKA THERAPEUTICS, INC.
19.50%
14,572,917
907654
Jun 30, 2026
Jul 1, 2026, 09:30 PM
Reporting Persons (5)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Harwin Peter Evan | Individual | 19.50% | 14,572,917 | 19,022 | 14,553,895 |
| Fairmount Funds Management LLC | Investment Adviser | 19.47% | 14,553,895 | 0 | 14,553,895 |
| Kiselak Tomas | Individual | 19.47% | 14,533,895 | 0 | 14,533,895 |
| Fairmount Healthcare Fund II L.P. | Partnership | 16.03% | 11,980,587 | 0 | 11,980,587 |
| Fairmount Healthcare Co-Invest III L.P. | Partnership | 4.03% | 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
Item 3 of the Schedule 13D is hereby amended and supplemented as follows: On July 1, 2026, Fund II delivered to the Company a notice of conversion pursuant to Section 6.1 of the Certificate of Designation of Preferences, Rights and Limitations of Series B Non-Voting Convertible Preferred Stock (the "Certificate of Designation") to convert 42,641 shares of Series B Preferred Stock into 3,553,410 shares of Common Stock, in accordance with the terms of the Certificate of Designation. The conversion was effected for no cash consideration pursuant to the Certificate of Designation.
The information in rows 11 and 13 of each of the cover pages (including the explanatory note in the "Comments") of this Amendment No. 6 is incorporated by reference herein. In the aggregate, the Reporting Persons' securities include (i) 3,705,262 shares of Common Stock, (ii) 19,022 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) 2,973,894 shares of Common Stock underlying the 2,973,894 Pre-Funded Warrants, subject to the beneficial ownership limitation, and (iv) the 7,874,739 shares of Common Stock underlying the 94,497 shares of Series B Preferred Stock. The securities exclude 2,323,770 shares of Common Stock issuable upon conversion of 2,323,770 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.
The information in rows 7 through 10 of each of the cover pages of this Amendment No. 6 is incorporated by reference herein.
Item 5(c) of the Schedule 13D is hereby supplemented as follows: On July 1, 2026, Fund II sold in a block trade a total of 3,553,410 shares of Common Stock at a price of $84.43 per share.
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).