Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
ORUKA THERAPEUTICS, INC. (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
687604108 (CUSIP Number) |
Ms. Erin O'Connor Fairmount Funds Management LLC, 200 Barr Harbor Drive, Suite 400 West Conshohocken, PA, 19428 (267) 262-5300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/17/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 687604108 |
| 1 |
Name of reporting person
Fairmount Funds Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,162,741.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
The securities (a) include (i) 1,131,954 shares of common stock, $0.001 par value per share (the "Common Stock"), 1,253,572 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants and 6,203,907 shares of Common Stock issuable upon conversion of 74,447 shares of Series B non-voting convertible preferred stock, par value $0.001 per share (the "Series B Preferred Stock"), directly held by Fairmount Healthcare Fund II L.P., a Delaware limited partnership ("Fund II"), and (ii) 2,573,308 shares of Common Stock directly held by Fairmount Healthcare Co-Invest III L.P., a Delaware limited partnership ("Co-Invest"), and (b) exclude (i) 4,044,092 shares of Common Stock issuable upon exercise of Pre-Funded Warrants and (ii) 5,224,242 shares of Common Stock issuable upon conversion of 62,691 shares of Series B Preferred Stock, in each case directly held by Fund II. The exercise of the Pre-Funded Warrants is subject to a beneficial ownership limitation of 9.99% of the outstanding Common Stock and the conversion of the Series B Preferred Stock is subject to a beneficial ownership limitation of 19.99%. The securities exclude shares of Common Stock issuable upon exercise of Pre-Funded Warrants and conversion of shares of Series B Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount Funds Management LLC, a Delaware limited liability company and Securities and Exchange Commission registered investment adviser under the Investment Advisers Act of 1940 ("Fairmount"), and its affiliates beneficially ow
n 9.0% or less of the Common Stock, the beneficial ownership limitation with respect to the Series B Preferred Stock will automatically reduce to 9.99%. Row 13 is based on 55,841,629 shares of Common Stock outstanding as of September 17, 2025, consisting of (i) 37,450,745 shares of Common Stock outstanding as of July 31, 2025, as reported in the Company's most recent Quarterly Report on Form 10-Q, (ii) a total of 10,933,405 shares of Common Stock issued in the Company's private placement on September 17, 2025, as reported by the Company, (iii) the 1,253,572 shares of Common Stock underlying the Pre-Funded Warrants, and (iv) the 6,203,907 shares of Common Stock underlying the 74,447 shares of Series B Preferred Stock owned by the Reporting Persons, subject to the respective beneficial ownership limitations.
SCHEDULE 13D
|
| CUSIP No. | 687604108 |
| 1 |
Name of reporting person
Fairmount Healthcare Fund II L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,589,433.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.38 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The securities (a) include 1,131,954 shares of Common Stock, 1,253,572 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants, and 6,203,907 shares of Common Stock issuable upon conversion of 74,447 shares of Series B Preferred Stock and (b) exclude 4,044,092 shares of Common Stock issuable upon exercise of Pre-Funded Warrants and 5,224,242 shares of Common Stock issuable upon conversion of 62,691 shares of Series B Preferred Stock. The exercise of the Pre-Funded Warrants is subject to a beneficial ownership limitation of 9.99% of the outstanding Common Stock and the conversion of the Series B Preferred Stock is subject to a beneficial ownership limitation of 19.99%. The securities exclude shares of Common Stock issuable upon exercise of Pre-Funded Warrants and conversion of shares of Series B Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the Common Stock, the beneficial ownership limitation with respect to the Series B Preferred Stock will automatically reduce to 9.99%. Row 13 is based on 55,841,629 shares of Common Stock outstanding as of September 17, 2025, consisting of (i) 37,450,745 shares of Common Stock outstanding as of July 31, 2025, as reported in the Company's most recent Quarterly Report on Form 10-Q, (ii) a total of 10,933,405 shares of Common Stock issued in the Company's private placement on September 17, 2025, as reported by the Company, (iii) the 1,253,572 shares of Common Stock underlying the Pre-Funded Warrants, and (iv) the 6,203,907 shares of Common Stock underlying the 74,447 shares of Series B Preferred Stock owned by Fund II, subject to the respective beneficial ownership limitations.
SCHEDULE 13D
|
| CUSIP No. | 687604108 |
| 1 |
Name of reporting person
Fairmount Healthcare Co-Invest III L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,573,308.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.32 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The securities include 2,573,308 shares of Common Stock. Row 13 is based on 48,384,150 shares of Common Stock outstanding as of September 17, 2025, consisting of (i) 37,450,745 shares of Common Stock outstanding as of July 31, 2025, as reported in the Company's most recent Quarterly Report on Form 10-Q, and (ii) a total of 10,933,405 shares of Common Stock issued in the Company's private placement on September 17, 2025, as reported by the Company.
SCHEDULE 13D
|
| CUSIP No. | 687604108 |
| 1 |
Name of reporting person
Peter Evan Harwin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,162,741.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The information in the "Comments" to the cover page for Fairmount Funds Management LLC above is hereby incorporated by reference.
SCHEDULE 13D
|
| CUSIP No. | 687604108 |
| 1 |
Name of reporting person
Tomas Kiselak | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SLOVAKIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,162,741.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The information in the "Comments" to the cover page for Fairmount Funds Management LLC above is hereby incorporated by reference.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value | |
| (b) | Name of Issuer:
ORUKA THERAPEUTICS, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
855 Oak Grove Avenue, Suite 100, Menlo Park,
CALIFORNIA
, 94025. | |
Item 1 Comment:
This Amendment No. 4 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on September 6, 2024, Amendment No. 1 on September 13, 2024, Amendment No. 2 on November 21, 2024, and Amendment No. 3 on March 10, 2025 (as amended, the "Statement" or the "Schedule 13D") by the Reporting Persons with respect to the Common Stock of the Company. Unless otherwise defined herein, capitalized terms used in this Amendment No. 4 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Statement is hereby amended and supplemented as follows: In aggregate, the Reporting Persons have voting and dispositive power over 11,162,741 shares of Common Stock of the Company, which is comprised of (a) 3,705,262 shares of Common Stock, (b) Pre-Funded Warrants to purchase up to 1,253,572 shares of Common Stock, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the outstanding Common Stock (and excluding shares of Common Stock issuable upon exercise of the Pre-Funded Warrants in excess of the beneficial ownership limitation), and (c) 6,203,907 shares of Common Stock issuable upon conversion of 74,447 shares of Series B Preferred Stock, the conversion of which is subject to a beneficial ownership limitation of 19.99% of the outstanding Common Stock (and excluding shares of Common Stock issuable upon conversion of the Series B Preferred Stock in excess of the beneficial ownership limitation). On September 17, 2025, Fund II purchased a total of 333,340 shares of Common Stock through a private placement with the Company for an aggregate of $5,000,100. The shares were purchased with working capital. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Statement is hereby amended and supplemented as follows: Subscription Agreement On September 17, 2025, the Company entered into a securities purchase agreement (the "Subscription Agreement") for a private investment in public equity ("PIPE") with certain institutional and accredited investors, including Fund II. The PIPE closed on September 19, 2025. Pursuant to the terms of the Subscription Agreement, Fund II purchased a total of 333,340 shares of Common Stock for investment purposes at a purchase price of $15.00 per share. The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the Subscription Agreement, which the Reporting Persons anticipate will be filed as an exhibit to the Company's upcoming Current Report on Form 8-K. Registration Rights Agreement In connection with the PIPE, the Company and investors participating in the PIPE, including Fund II, entered into a registration rights agreement (the "Registration Rights Agreement"), pursuant to which the Company is required to prepare and file an initial registration statement with the U.S. Securities and Exchange Commission no later than October 15, 2025 registering for resale under the Securities Act of 1933, as amended, the shares of Common Stock purchased by the investors in the PIPE. The Registration Rights Agreement also provides that the Company is required to pay certain expenses relating to such registrations and indemnify the applicable securityholders against certain liabilities. The foregoing summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Registration Rights Agreement, which the Reporting Persons anticipate will be filed as an exhibit to the Company's upcoming Current Report on Form 8-K. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information in rows 11 and 13 of each of the cover pages (including the explanatory note in the "Comments") of this Amendment No. 4 is incorporated by reference herein. | |
| (b) | The information in rows 7 through 10 of each of the cover pages of this Amendment No. 4 is incorporated by reference herein. The Reporting Persons' securities (a) include (i) 1,131,954 shares of Common Stock, 1,253,572 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants and 6,203,907 shares of Common Stock issuable upon conversion of 74,447 shares of Series B Preferred Stock, directly held by Fund II, and (ii) 2,573,308 shares of Common Stock directly held by Co-Invest, and (b) exclude (i) 4,044,092 shares of Common Stock issuable upon exercise of Pre-Funded Warrants and (ii) 5,224,242 shares of Common Stock issuable upon conversion of 62,691 shares of Series B Preferred Stock, in each case directly held by Fund II. The exercise of the Pre-Funded Warrants is subject to a beneficial ownership limitation of 9.99% of the outstanding Common Stock and the conversion of the Series B Preferred Stock is subject to a beneficial ownership limitation of 19.99%. The securities exclude shares of Common Stock issuable upon exercise of Pre-Funded Warrants and conversion of shares of Series B Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the Common Stock, the beneficial ownership limitation with respect to the Series B Preferred Stock will automatically reduce to 9.99%. | |
| (c) | On September 17, 2025, Fund II purchased a total of 333,340 shares of Common Stock in the PIPE at a price of $15.00 per share, for an aggregate of $5,000,100. | |
| (d) | Fairmount is the investment manager to Fund II and Co-Invest and has voting and dispositive power over shares of Common Stock held on behalf of Fund II and Co-Invest. | |
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 of the Reporting Persons' Schedule 13D filed with the SEC on September 6, 2024). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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