UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of The Securities Exchange Act of 1934

Date of ~~The~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): June 2, 2025

Date of Report (Date of Earliest Event Reported): February 4, 2025

Oruka Therapeutics, Inc.

(Exact name of Registrant as Specified in ~~Its~~its Charter)

Delaware	000-22873	36-3855489
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

855 Oak Grove Avenue Suite 100
855 Oak Grove Avenue Suite 100 Menlo Park, California		94025
Menlo Park, California		94025
(Address of principal executive offices)		(Zip Code)
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code: (650) 606-7910

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 Par Value	ORKA	The Nasdaq Global Market
Common Stock, $0.001 par value	ORKA	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1 5.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

~~IL-17A/F~~ On June 2, 2025, Oruka Therapeutics, Inc. (~~ORKA-002~~the “Company”) ~~License~~held ~~Agreement~~its Annual Meeting of Stockholders (the “Annual –Meeting”). ~~Paragon~~Set ~~Therapeutics~~forth below is a brief description of each matter considered and voted upon at the Annual Meeting, ~~Inc~~together with the final tally of the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each such matter. A more complete description of each matter is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 18, 2025 (the “Proxy Statement”).

OnProposal ~~February~~1: ~~4, 2025, Oruka~~Election ~~Therapeutics,~~of Inc., a Delaware corporation (the “Company”), and Paragon Therapeutics, Inc., a Delaware corporation (“Paragon”), entered into a license agreement (the “License Agreement”), pursuant to which Paragon granted the Company a royalty-bearing, world-wide, exclusive license to develop, manufacture, commercialize or otherwise exploit certain antibodies and products targeting IL-17A/F in all fields (the “Field”).Directors

~~Under~~The ~~the~~Company’s ~~terms~~stockholders ofelected ~~the~~each ~~License Agreement,~~ of the ~~Company is~~two ~~obligated~~Class toI ~~pay~~directors ~~Paragon~~proposed upby ~~to $22.0 million based on specific development, regulatory and clinical milestones for~~ the ~~first~~ Company ~~product~~ tofor ~~reach such milestones~~election, ~~including~~to aserve ~~$1.5 million~~until ~~fee~~the ~~for~~2028 ~~nomination~~annual ofmeeting ~~a development candidate (or initiation~~ of ~~an IND-enabling toxicology study)~~stockholders, and auntil ~~further~~their successors ~~milestone~~are ~~payment~~elected ofand $2have qualified.~~5 million~~ ~~upon~~The ~~the~~tabulation ~~first dosing~~ of avotes ~~human~~on ~~patient~~this inmatter awas ~~Phase~~as ~~1 trial. In addition, the following summarizes other key terms of the License Agreement~~follows:

● Paragon will provide the Company with an exclusive license in the Field to its patents covering the related antibodies, their method of use and their method of manufacture. ● Paragon will not conduct any new campaigns that generate anti-IL-17A/F monospecific antibodies in the Field for at least 5 years. ● The Company will pay Paragon a low single-digit percentage royalty for antibody products. ● There is a royalty step-down if there is no Paragon patent in effect during the royalty term. ● The royalty term ends on the later of (i) the last-to-expire licensed patent or Company patent directed to the manufacture, use or sale of a licensed antibody in the country at issue or (ii) 12 years from the date of first sale of a Company product. ● The Agreement may be terminated on 60 days’ notice by the Company; on material breach without cure; and to the extent permitted by law, on a party’s insolvency or bankruptcy.

Director Nominee

Shares
Voted For

Shares Withheld

Carl Dambkowski

26,047,914

2,291

Peter Harwin

25,935,823

114,382

~~The~~There ~~foregoing~~were ~~is a summary description of certain terms of the License Agreement and does not purport to be complete~~732,854 ~~and~~broker ~~is qualified in its entirety by reference to the full text of the License Agreement to be filed as an exhibit to the Company’s Annual Report on Form 10~~non-K votes for ~~the~~this ~~year ending December 31, 2024~~proposal.

1Proposal 2: Ratification of Independent Auditor Appointment

~~SIGNATURES~~The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Shares voted for:			26,781,030
Shares voted against:			1,848
Shares abstaining			181

	Oruka Therapeutics, Inc.
Date: February 5, 2025	By:	/s/ Paul Quinlan
		Paul Quinlan General Counsel

There were no broker non-votes for this proposal.

2Proposal 3: Approval of the Compensation of our Named Executive Officers on a Non-Binding, Advisory Basis

The Company’s stockholders approved, by non-binding advisory vote, the compensation of our named executive officers as disclosed in the Proxy Statement. The tabulation of votes on this matter was as follows:

Shares voted for:			25,824,834
Shares voted against:			88,740
Shares abstaining			136,631

There were 732,854 broker non-votes for this proposal.

Proposal 4: Non-Binding Advisory Vote to Approve the Frequency of Future Advisory Votes to Approve Compensation for our Named Executive Officers

The Company’s stockholders approved, by non-binding advisory vote, a one-year frequency of future advisory votes to approve the compensation of our named executive officers as disclosed in the Proxy Statement. The tabulation of votes on this matter was as follows:

Shares voted for 1-year frequency:			25,854,625
Shares voted for 2-year frequency:			807
Shares voted for 3-year frequency:			54,626
Shares abstaining:			140,147

There were 732,854 broker non-votes for this proposal.

After the Annual Meeting, on June 2, 2025, the Board of Directors of the Company determined that future advisory votes on executive compensation will be held annually, in accordance with the results of the stockholder advisory vote on the frequency of such votes held at the Annual Meeting. This decision was made after careful consideration of the stockholder vote results, which indicated a clear preference for annual advisory votes on executive compensation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Oruka Therapeutics, Inc.

	By:	/s/ Paul Quinlan
		Paul Quinlan
		General Counsel

Date: June 3, 2025

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