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): September 17, 2025

Date of Report (Date of Earliest Event Reported): July 1, 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
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 ~~Operating~~financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On ~~July~~September 117, 2025, Oruka Therapeutics, ~~Inc.~~ entered into a letter agreement with Laura Sandler pursuant to which Ms. Sandler became Oruka’s Chief Operating Officer as of such date. Ms. Sandler, age 48, has served, since March 2024, as Oruka’s Senior Vice President of Operations. Prior to that, from September 2023 to March 2024 she was Senior Vice President of Strategic Operations at Kelonia Therapeutics, Inc., a ~~biopharmaceutical company,~~Delaware ~~and~~corporation ~~was~~(the ~~responsible for program leadership~~“Company”), ~~program~~entered ~~management,~~into and quality assurance. She was an independent biopharmaceutical consultant from July 2022 to August 2023. Prior to that, from March 2017 to June 2022, Ms. Sandler held various positions at CRISPR Therapeutics AG, a ~~biopharmaceutical~~Securities ~~company,~~Purchase ~~ending~~Agreement ~~as Senior Vice President of Development Operations, where she was~~ (the ~~head~~“Purchase ~~of clinical execution~~Agreement”) ~~and development operations~~ for ~~the~~a ~~company.~~private ~~From~~placement ~~September 2013 to March 2017, Ms. Sandler led~~ (the ~~development~~“Private ~~operations~~Placement”) ~~team~~with ~~for~~certain ~~the LyfgeniaTM~~institutional ~~program~~and ataccredited ~~bluebird~~investors ~~bio~~(each, ~~Inc.,~~ a ~~biopharmaceutical company. Earlier in her career, she held roles in project management~~“Purchaser” and ~~clinical operations at Ventrus Biosciences Inc.~~collectively, ~~Novartis,~~the ~~Quintiles, and MedImmune~~“Purchasers”). ~~Ms.~~The ~~Sandler~~closing ~~earned~~of ~~her~~the ~~master’s~~Private ~~degree in~~Placement ~~public~~occurred ~~health~~on ~~from~~September ~~Boston~~19, ~~University and has a bachelor’s degree from MIT~~2025.

~~Ms. Sandler~~Pursuant ~~will~~to ~~receive an~~the ~~annualized~~Purchase ~~base salary of $460~~Agreement,~~000~~ ~~and~~the isPurchasers ~~eligible~~purchased ~~for~~(i) aan ~~discretionary~~aggregate ~~bonus targeted at 40%~~ of ~~her annual base salary~~10, ~~in each case from and after her appointment as Chief Operating Officer. Ms. Sandler was granted a stock option covering 25~~933,~~000~~405 shares of(the ~~Oruka common~~“Common ~~stock~~Shares”) ~~in connection with her appointment as Chief Operating Officer. The option will vest as to 25%~~ of the ~~underlying~~Company’s ~~shares~~common ~~on the~~stock, ~~first anniversary of her appointment and will vest thereafter in 36 equal monthly installments. Ms. Sandler is also eligible~~par ~~for~~value ~~severance in certain circumstances~~$0.001 Ifper ~~Oruka~~share ~~terminates~~(the ~~her~~“Common ~~employment without cause~~Stock”), orat ~~she resigns with good reason, in exchange for~~ a ~~release~~price ~~she~~per ~~will~~share ~~receive (i) severance payments equal to 12 months~~ of ~~her~~$15.00, ~~base salary~~ and (ii) ~~Oruka~~ pre-~~paid continuation coverage~~funded ~~under~~warrants ~~Oruka’s group health plans for up to 12 months. However, if~~ (the ~~involuntary termination is within three months~~“Pre-Funded ~~before~~Warrants”) orto ~~12 months~~purchase ~~after~~an aaggregate ~~change~~of in1,066,666 ~~control~~shares of ~~Oruka,~~Common ~~Ms.~~Stock ~~Sandler~~(the ~~will~~“Pre-Funded ~~instead~~Warrant ~~receive: (A~~Shares”) ~~severance~~ ~~payments~~at ~~equal~~a ~~to 1.0~~purchase ~~times~~price ~~the sum~~ of Ms$14.999 ~~Sandler’s~~per ~~base salary and target bonus; (B) Oruka~~Pre-~~paid continuation~~Funded ~~coverage~~Warrant, ~~under~~which ~~Oruka’s group~~represents ~~health~~the ~~plans~~per ~~for~~share uppurchase toprice ~~12 months;~~of ~~and~~the ~~(C) full~~Common ~~acceleration~~Shares ofless ~~all~~the ~~equity awards~~$0.001 Inper ~~addition, upon severance due to the~~share ~~death~~exercise orprice ~~disability~~for ofeach ~~Ms.~~Pre-Funded ~~Sandler~~Warrant, ~~Ms.~~for ~~Sandler’s~~an ~~equity~~aggregate ~~awards~~purchase ~~shall~~price ~~accelerate~~of inapproximately ~~full~~$180 million.

MrThe Pre-Funded Warrants will be exercisable at any time after the date of issuance. ~~Sandler~~ ~~entered~~A ~~into~~holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, ~~Oruka’s~~would ~~standard~~beneficially ~~Indemnity~~own ~~Agreement~~more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage to a percentage not in ~~connection~~excess ~~with~~of ~~her~~19.99% ~~appointment~~by asproviding ~~Chief~~at ~~Operating~~least 61 ~~Officer~~days’ prior notice to the Company.

The ~~foregoing~~Purchase ~~description of~~Agreement ~~Ms. Sandler’s~~contains ~~employment~~customary ~~terms does not purport to be complete~~ representations and iswarranties ~~qualified~~of inthe ~~its~~Company, ~~entirety~~on by the ~~full~~one ~~text~~hand, ofand ~~her offer~~the ~~letter~~Purchasers, aon ~~copy~~the ofother ~~which~~hand, isand ~~filed~~customary asconditions ~~Exhibit~~to 10closing.~~1 hereto.~~

1Also on September 17, 2025, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers, which provides that the Company will register the resale of the Common Shares and the Pre-Funded Warrant Shares. The Company is required to prepare and file a registration statement with the Securities and Exchange Commission no later than October 15, 2025, and to use its commercially reasonable efforts to have the registration statement declared effective within 90 days thereafter, subject to certain exceptions.

~~Item~~The ~~9.01~~Company ~~Operating~~has ~~Statements~~also agreed to, among other things, indemnify the Purchasers, their officers, directors, agents, partners, members, managers, stockholders, affiliates, investment advisers and ~~Exhibits~~employees under the registration statement from certain liabilities and pay all fees and expenses (excluding any legal fees of the selling holder(s), and any underwriting discounts and selling commissions) incident to the Company’s obligations under the Registration Rights Agreement.

Exhibit No.		Description
10.1		Offer Letter, dated July 1, 2025, between Oruka Therapeutics, Inc. and Laura Sandler.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The securities issued and sold to the Purchasers under the Purchase Agreement will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, or under any state securities laws. The Company relied on this exemption from registration based in part on representations made by the Purchasers. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.

2The Company has engaged Jefferies LLC, TD Securities (USA) LLC, Guggenheim Securities, LLC and LifeSci Capital LLC as placement agents for the Private Placement. The Company has agreed to pay customary placement fees and reimburse certain expenses of the placement agents.

~~SIGNATURES~~The foregoing summary of the Purchase Agreement, the Registration Rights Agreement and the Pre-Funded Warrants does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, the form of Registration Rights Agreement and the form of Pre-Funded Warrant, copies of which are filed as Exhibits 10.1, 10.2 and 4.1 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein.

~~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.~~1

	Oruka Therapeutics, Inc.
Date: July 1, 2025	By:	/s/ Paul Quinlan
		Paul Quinlan General Counsel

Following the closing of the Private Placement, the Company has 48,384,150 shares of Common Stock issued and outstanding and approximately 67.1 million shares of Common Stock issued and outstanding on a pro forma basis, which gives effect to the full conversion of the Company’s Series B Non-Voting Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”), as of September 19, 2025, without regard to beneficial ownership limitations that may limit the ability of certain holders of Series B Preferred Stock to convert such shares to Common Stock at such time, and assumes the exercise of all outstanding pre-funded warrants.

Item 3.02 Unregistered Sales of Equity Securities.

To the extent required by Form 8-K, the disclosures in Item 1.01 above are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On September 17, 2025, the Company made available a press release announcing the Private Placement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Also on September 17, 2025, the Company made available a press release announcing certain clinical data from its Phase 1 clinical trial of ORKA-001, as well as upcoming scientific presentations at the European Academy of Dermatology and Venereology Congress. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K, including the information in the press releases attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including the information in the press releases attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Form of Pre-Funded Warrant.
10.1†		Securities Purchase Agreement, dated September 17, 2025, by and between Oruka Therapeutics, Inc. and each purchaser identified on Annex A thereto.
10.2		Form of Registration Rights Agreement.
99.1		Press Release, dated September 17, 2025.
99.2		Press Release, dated September 17, 2025.
104		The cover page from the Company’s Current Report on Form 8-K formatted in Inline XBRL.

†

Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the Securities and Exchange Commission; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished.

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.
		(Registrant)

Date:	September 22, 2025	By:	/s/ Lawrence Klein
			Name:	Lawrence Klein
			Title:	President and Chief Executive Officer

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