SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Fairmount Funds Management LLC (Last) (First) (Middle) 200 BARR HARBOR DRIVE SUITE 400 (Street) WEST CONSHOHOCKEN PA 19428 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/29/2024	3. Issuer Name and Ticker or Trading Symbol Oruka Therapeutics, Inc. [ ORKA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	363,614(1)(2)	I	By Fairmount Healthcare Fund II L.P.(3)
Common Stock	2,573,308(1)(2)	I	By Fairmount Healthcare Co-Invest III L.P.(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Non-Voting Convertible Preferred Stock	(4)	(4)	Common Stock	11,428,166	(4)	I	By Fairmount Healthcare Fund II L.P.(3)(5)
Pre-funded Warrant	(6)	(6)	Common Stock	5,297,664	0.001	I	By Fairmount Healthcare Fund II L.P.(3)

1. Name and Address of Reporting Person* Fairmount Funds Management LLC (Last) (First) (Middle) 200 BARR HARBOR DRIVE SUITE 400 (Street) WEST CONSHOHOCKEN PA 19428 (City) (State) (Zip)

1. Name and Address of Reporting Person* Fairmount Healthcare Fund II L.P. (Last) (First) (Middle) 200 BARR HARBOR DRIVE SUITE 400 (Street) WEST CONSHOHOCKEN PA 19428 (City) (State) (Zip)

1. Name and Address of Reporting Person* Fairmount Healthcare Co-Invest III L.P. (Last) (First) (Middle) 200 BARR HARBOR DRIVE SUITE 400 (Street) WEST CONSHOHOCKEN PA 19428 (City) (State) (Zip)

1. Name and Address of Reporting Person* Kiselak Tomas (Last) (First) (Middle) 200 BARR HARBOR DRIVE SUITE 400 (Street) WEST CONSHOHOCKEN PA 19428 (City) (State) (Zip)

1. Name and Address of Reporting Person* Harwin Peter Evan (Last) (First) (Middle) 200 BARR HARBOR DRIVE SUITE 400 (Street) WEST CONSHOHOCKEN PA 19428 (City) (State) (Zip)

Explanation of Responses:

1. Effective as of August 29, 2024 (the "Effective Time"), a wholly-owned subsidiary of ARCA biopharma, Inc. ("ARCA") merged with and into Oruka Therapeutics, Inc. ("Oruka") with Oruka continuing as a wholly owned subsidiary of ARCA and the surviving corporation of the merger, and Oruka merged with and into a second wholly-owned subsidiary of ARCA ("Second Merger Sub"), with Second Merger Sub being the surviving entity of the merger resulting in, among other things, Oruka becoming a wholly owned subsidiary of ARCA (collectively, the "Merger"). At the Effective Time, ARCA effected a name change to "Oruka Therapeutics, Inc." (hereinafter, the "Issuer").

2. Represents the number of shares of common stock of the Issuer received by the Reporting Person in the Merger in exchange for the shares of Oruka held by the Reporting Person prior to the Merger. Each share of Oruka common stock held at the Effective Time was exchanged for 6.8569 shares of the Issuer's common stock. On September 3, 2024, the Issuer effected a 1-for-12 reverse stock split of the Company common stock.

3. Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II LP and Fairmount Healthcare Co-Invest III L.P. The general partner of Fairmount is Fairmount Funds Management GP LLC ("Fairmount GP"), of which Peter Harwin and Tomas Kiselak are the managing members. Fairmount, Fairmount GP, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.

4. Shares of Series B Non-Voting Convertible Preferred Stock of the Issuer, par value $0.001 per share (the "Preferred Stock"), are convertible into shares of the Issuer's common stock at any time at the option of the holder thereof, based on the Conversion Ratio and subject to certain limitations, including the Beneficial Ownership Limitation (as such terms are defined in the Certificate of Designation for the Preferred Stock filed with the Securities and Exchange Commission as Exhibit 3.9 to the Issuer's Form 8-K filed on September 5, 2024). The Preferred Stock has no expiration date.

5. Consists of 137,138 shares of Preferred Stock.

6. The Pre-Funded Warrants have no expiration date and are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.

Remarks:

Exhibit 24 - Power of Attorney Fairmount, Fairmount Healthcare Fund II LP and Fairmount Healthcare Co-Invest III L.P. may each be deemed a director by deputization of the Issuer by virtue of the fact that Peter Harwin serves on the board of directors of the Issuer and is a Managing Member of Fairmount.

	/s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC	09/06/2024
	/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II L.P.	09/06/2024
	/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Co-Invest III L.P.	09/06/2024
	/s/ Tomas Kiselak	09/06/2024
	/s/ Peter Harwin	09/06/2024
	** Signature of Reporting Person	Date
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Exhibit 24

 

POWER OF ATTORNEY

 

Know all by these present that the undersigned hereby constitutes and appoints each of Paul Quinlan, Diana Kwon, Ryan Murr, and any of their substitutes, signing individually, the undersigned’s true and lawful attorneys-in-fact and agents to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of Oruka Therapeutics, Inc. (the “Company”), (a) Forms 3, 4 and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder and a (b) Form ID, Uniform Application for Access Codes to File on EDGAR, including Update Passphrase Confirmation;

(2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to execute such Forms 3, 4 or 5 or Form ID (including any amendments thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Gibson, Dunn & Crutcher LLP.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of August 29, 2024.

 

	/s/ Peter Harwin
	Name: Peter Harwin