Oruka Therapeutics (ORKA) Announces $200 Million Private Placement

Oruka Therapeutics, Inc. (“Oruka” or the “Company”) (Nasdaq: ORKA), a biotechnology company developing novel biologics designed to set a new standard for the treatment of chronic skin diseases, including plaque psoriasis, today announced that it has entered into a securities purchase agreement for a private investment in public equity (“PIPE”) financing that is expected to result in gross proceeds of approximately $200 million to the Company, before placement agent fees and offering expenses. The PIPE financing included participation from both new and existing investors, including a large investment manager, Braidwell LP, Venrock Healthcare Capital Partners, Fairmount, Access Biotechnology, Blackstone Multi-Asset Investing, Frazier Life Sciences, Paradigm BioCapital, RTW Investments LP, SR One, Janus Henderson Investors, Commodore Capital, Kalehua Capital, Avidity Partners, Affinity Healthcare Fund LP and Allostery Investments LP, among others.

Pursuant to the terms of the securities purchase agreement, Oruka is selling an aggregate of (i) 5,600,000 shares of its common stock (“Common Stock”) at a purchase price of $23.00 per share, (ii) 2,439 shares of its Series A non-voting convertible preferred stock (the “Series A Preferred Stock”) at a purchase price of $23,000 per share, and (iii) pre-funded warrants to purchase 680,000 shares of Common Stock at a price of $22.999 per pre-funded warrant. The shares of Series A Preferred Stock issued in the PIPE financing are convertible into an aggregate of 2,439,000 shares of Common Stock, with each share of Series A Preferred Stock being convertible into 1,000 shares of Common Stock, subject to Oruka stockholder approval and certain beneficial ownership limitations set by each holder. The pre-funded warrants have an exercise price of $0.001 per share. Following the transaction, there will be approximately 55.1 million shares of the Company’s Common Stock and Common Stock equivalents issued and outstanding, including shares of Common Stock underlying pre-funded warrants and Series A and Series B non-voting convertible preferred stock. The PIPE financing is expected to close on or about September 13, 2024, subject to satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the PIPE financing, together with the Company’s existing cash, cash equivalents, and marketable securities, to provide financing for research and development, general corporate expenses, and working capital needs. The Company expects that its cash will fund its operating plan through 2027.

Jefferies, TD Cowen, Leerink Partners, Stifel, and LifeSci Capital are acting as joint placement agents for the PIPE financing.

The offer and sale of the foregoing securities are being made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended, and may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements. Concurrently with the execution of the securities purchase agreement, Oruka and the investors entered into a registration rights agreement pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of the shares of Common Stock, the Common Stock issuable upon conversion of the Series A Preferred Stock, and the Common Stock issuable upon exercise of the pre-funded warrants, in each case sold in the PIPE financing.

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