SEC FORM 3
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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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| C/O ORUKA THERAPEUTICS, INC. |
| 855 OAK GROVE AVE., SUITE 100 |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
12/11/2025
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3. Issuer Name and Ticker or Trading Symbol
Oruka Therapeutics, Inc.
[ ORKA ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
 |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
| No securities are beneficially owned. |
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/s/ Paul Quinlan, as attorney-in-fact for Christopher Martin |
12/11/2025 |
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** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
5
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
POWER OF ATTORNEY
The undersigned hereby makes, constitutes and appoints each
of Paul Quinlan, Lawrence Klein and Diana Kwon, or either
of them acting singly, and with full power of substitution, re-
substitution and delegation, the undersigned's true and lawful
attorney-in-fact (each of such persons and their substitutes
and delegees being referred to herein as the "Attorney-in-
Fact"), with full power to act for the undersigned and in
the undersigned's name, place and stead, in the undersigned's
capacity as an officer, director or stockholder of Oruka
Therapeutics, Inc. (the "Company"), to:
Take such actions as may be necessary or appropriate to enable
the undersigned to submit and file forms, schedules and other
documents with the U.S. Securities and Exchange Commission
("SEC") utilizing the SEC's Electronic Data Gathering and
Retrieval ("EDGAR") system, which actions may include (a)
enrolling the undersigned in EDGAR Next and (b) preparing,
executing and submitting to the SEC a Form ID, amendments
thereto, and such other documents and information as may be
necessary or appropriate to obtain codes and passwords
enabling the undersigned to make filings and submissions
utilizing the EDGAR system;
Prepare and execute any and all forms, schedules and other
documents (including any amendments thereto) the undersigned
is required to file with the SEC, or which the Attorney-in-Fact
considers it advisable for the undersigned to file with the
SEC, under Section 13 or Section 16 of the Securities Exchange
Act of 1934 or any rule or regulation thereunder, or under
Rule 144 under the Securities Act of 1933 ("Rule 144"),
including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms
144 (all such forms, schedules and other documents being
referred to herein as "SEC Filings");
Submit and file SEC Filings with the SEC utilizing the EDGAR
system or cause them to be submitted and filed by a person
appointed under Section 5 below;
File, submit or otherwise deliver SEC Filings to any
securities exchange on which the Company's securities may
be listed or traded;
Act as an account administrator for the undersigned's
EDGAR account, including: (i) appoint, remove and replace
account administrators, account users, technical
administrators and delegated entities; (ii) maintain the
security of the undersigned's EDGAR account, including
modification of access codes; (iii) maintain, modify and
certify the accuracy of information on the undersigned's
EDGAR account dashboard; (iv) act as the EDGAR point of
contact with respect to the undersigned's EDGAR account;
and (v) any other actions contemplated by Rule 10 of
Regulation S-T with respect to account administrators;
Cause the Company to accept a delegation of authority from
any of the undersigned's EDGAR account administrators and,
pursuant to that delegation, authorize the Company's EDGAR
account administrators to appoint, remove or replace users
for the undersigned's EDGAR account; and
Obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions
in the Company's equity securities from any third party,
including the Company and any brokers, dealers, employee
benefit plan administrators and trustees, and the undersigned
hereby authorizes any such third party to release any such
information to the Attorney-in-Fact.
The undersigned acknowledges that:
a) This Power of Attorney authorizes, but does not require,
the Attorney-in-Fact to act in his or her discretion on
information provided to such Attorney-in-Fact without
independent verification of such information;
b) Any documents prepared or executed by the Attorney-in-Fact
on behalf of the undersigned pursuant to this Power of Attorney
will be in such form and will contain such information as the
Attorney-in-Fact, in his or her discretion, deems necessary
or desirable;
c) Neither the Company nor the Attorney-in-Fact assumes any
liability for the undersigned's responsibility to comply with
the requirements of Section 13 or Section 16 of the Exchange
Act or Rule 144, any liability of the undersigned for any
failure to comply with such requirements, or any liability
of the undersigned for disgorgement of profits under Section
16(b) of the Exchange Act; and
d) This Power of Attorney does not relieve the undersigned
from responsibility for compliance with the undersigned's
obligations under Section 13 or Section 16 of the Exchange
Act, including, without limitation, the reporting requirements
under Section 13 or Section 16 of the Exchange Act.
The undersigned hereby grants to the Attorney-in-Fact full
power and authority to do and perform each and every act and
thing requisite, necessary or advisable to be done in connection
with the foregoing, as fully, to all intents and purposes, as
the undersigned might or could do in person, hereby ratifying
and confirming all that the Attorney-in-Fact, or his or her
substitute or substitutes, shall lawfully do or cause to be
done by authority of this Power of Attorney.
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 4 or 5 or Schedules 13D or 13G or
Forms 144 with respect to the undersigned's holdings of and
transactions in securities of 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. This Power of Attorney revokes
all previous powers of attorney with respect to the subject
matter of this Power of Attorney.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney as of December 1, 2025.
/s/ Christopher Martin
Signature
Christopher Martin
Print Name
