Merger and Business Combination - Oruka Therapeutics, Inc. completed a business combination with ARCA biopharma, resulting in Oruka securityholders owning approximately 97.61% of the combined company[4]. - The Exchange Ratio for the merger was set at 6.8569 shares of ARCA Common Stock for each share of Oruka Common Stock[7]. - The merger is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code[9]. - The merger involved two stages: the First Merger and the Second Merger, with Oruka becoming a wholly owned subsidiary of ARCA[9]. - Approximately 28.5% of ARCA stockholders and 90% of Oruka stockholders entered into support agreements for the merger[11]. - Following the Merger and a 1-for-12 reverse stock split, the Company had 46,348,968 shares of Common Stock outstanding[22][23]. - The Company ceased to be a shell company as of the Closing Date due to the Merger[127]. - Oruka Therapeutics, Inc. is in the process of integrating operations with ARCA biopharma, Inc., as indicated in the pro forma financial statements[99.5]. Financial Information - A special cash dividend of approximately 23.4millionwaspaid,distributing1.613 per share of ARCA Common Stock to stockholders[8]. - The Pre-Closing Financing raised approximately 275.0million,including25.0 million from a Convertible Note[14]. - Oruka issued an aggregate of 39,873,706 shares of Common Stock and 9,664,208 pre-funded warrants for gross proceeds of approximately 275.0millioninconnectionwiththeMerger[21].−TheCompany’sunauditedinterimcondensedconsolidatedfinancialstatementsfortheperiodfromFebruary6,2024(inception)toJune30,2024areincludedinthereport[30].−TheauditedfinancialstatementsofARCAfortheyearsendedDecember31,2023and2022areincorporatedbyreferenceintheProxyStatement/Prospectus[31].−TheunauditedproformacondensedcombinedfinancialinformationofARCAandOrukaforthesixmonthsendedJune30,2024isprovidedinthereport[32].−TheCompany’smanagementdiscussesthefinancialconditionandresultsofoperationsasofJune30,2024,highlightingkeyperformancemetrics[32].−OrukaTherapeutics,Inc.reporteditsfinancialresultsforthethreemonthsendedJune30,2024,andtheperiodfromFebruary6,2024(inception)toJune30,2024[99.4].−UnauditedinterimcondensedconsolidatedfinancialstatementsforthethreemonthsendedJune30,2024,wereprovided,indicatingthecompany′sfinancialposition[99.3].StockandShareholderInformation−Areversestocksplitof1−for−12issettotakeeffectonSeptember3,2024[5].−TheReverseStockSplitbecameeffectiveonSeptember3,2024,withtradingcommencingonapost−splitbasis[23].−TheCompany’sbeneficialownershiptableindicatesatotalof29,398,595sharesofCommonStockoutstandingasofAugust29,2024,post−reversestocksplit[34].−FairmountFundsManagementLLCholds6,611,255shares,representing19.9925,000 per calendar year[87]. - The ESPP will automatically increase the share pool by 1% of diluted stock annually from 2025 to 2034, unless a lower increase is determined[85]. - Participants can purchase shares through payroll deductions ranging from 1% to 15% of their salary[89]. - The ESPP allows for pro rata allocation of shares if the total number of shares requested exceeds the available shares[86]. - The ESPP will continue until terminated by the Administrator, with provisions for adjustments in case of corporate transactions[97][96]. - Each of the departing executive officers will receive a severance payment equivalent to 12 months of their annual base salary[66]. - The consulting agreement for Mr. Dekker includes a fee of 20,000forinitialservicesand250 per hour thereafter, up to a total of $27,500[67]. Strategic Focus and Future Outlook - The Company emphasizes the risks associated with its business, including limited operating history and regulatory challenges[29][25]. - The Company’s forward-looking statements include expectations regarding future performance and market conditions, subject to various risks and uncertainties[25][26]. - Future outlook includes a focus on expanding its market presence and potential strategic partnerships[99.4]. - The company is actively pursuing antibody discovery and option agreements to enhance its research and development capabilities[10.23][10.24]. - The company is planning to leverage its equity incentive plan to attract and retain key talent in the industry[10.15].
