ARCA biopharma to merge with Oruka; Oruka holders to own ~97.6% of combined company

Oruka Therapeutics, Inc.

Oruka stockholders to own ~97.62% of the combined company; ARCA stockholders ~2.38%.
Combined company to be renamed Oruka Therapeutics, led by Oruka's CEO.
PIPE financing of ~$275M from accredited investors to close immediately before the merger.
Oruka holders (~90%) and ARCA holders (~28.5%) entered support agreements to vote in favor.
Closing conditions include ARCA stockholder approval, Nasdaq listing, and HSR clearance.

item 1.01 item 3.02 item 5.01 item 5.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Oruka Therapeutics, Inc. entered into Agreement and Plan of Merger and Reorganization with ARCA biopharma, Inc., Atlas Merger Sub Corp., Atlas Merger Sub II LLC, and Oruka Therapeutics, Inc. (effective 2024-04-03).

Action: entry
Agreement: merger
Counterparty: ARCA biopharma, Inc., Atlas Merger Sub Corp., Atlas Merger Sub II LLC, and Oruka Therapeutics, Inc.
Effective: 2024-04-03

Exact text from the filing

On April 3, 2024, ARCA biopharma, Inc., a Delaware corporation (“ ARCA ”), Atlas Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of ARCA (“ Merger Sub I ”), Atlas Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of ARCA (“ Merger Sub II ”) and Oruka Therapeutics, Inc., a Delaware corporation (“ Oruka ”), entered into an Agreement and Plan of Merger and Reorganization (the “ Merger Agreement ”)

View on SEC.gov

419 material agreements filed in the last 30 days. Browse all material agreements →

Oruka Therapeutics, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-24-085437

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.