UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
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)
-with copy to-
Ryan A. Murr, Esq.
Gibson, Dunn & Crutcher LLP
One Embarcadero Center, Suite 2600
San Francisco, CA 94111
(415) 393-8373
September 11, 2024
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box ☐.
| 1 |
NAME
OF REPORTING PERSON
Fairmount
Funds Management LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒ (b) ☐
|
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
AF |
| 5 |
CHECK
BOX 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 |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
7,941,673(1) |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
7,941,673(1) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,941,673(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.99%(2) |
| 14 |
TYPE
OF REPORTING PERSON
IA |
| (1) |
The securities (a) include (i) 638,614 shares of common stock, $0.001 par value per share (the “Common Stock”), 316,001 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants and 4,413,750 shares of Common Stock issuable upon conversion of 52,965 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) 4,981,663 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, (ii) 7,014,416 shares of Common Stock issuable upon conversion of 84,173 shares of Series B Preferred Stock and (iii) 160,000 shares of Common Stock issuable upon conversion of 160 shares of Series A non-voting convertible preferred stock, par value $0.001 per share (the “Series A Preferred Stock”), in each case directly held by Fund II. The exercise of the Pre-Funded Warrants and the conversion of the Series A Preferred Stock are subject to beneficial ownership limitations 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 A Preferred Stock and 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 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%. Conversion of the Series A Preferred Stock is also subject to the approval (the “Stockholder Approval”) of the stockholders of Oruka Therapeutics, Inc. (the “Company”) in accordance with the listing rules of the Nasdaq Stock Market. Following the Stockholder Approval, each share of Series A Preferred Stock will automatically convert into 1,000 shares of Common Stock, subject to the beneficial ownership limitation described above. |
| (2) |
Based on 34,998,550 shares of Common Stock outstanding as of September 13, 2024. |
| 1 |
NAME
OF REPORTING PERSON
Fairmount
Healthcare Fund II L.P. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒ (b) ☐
|
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
AF |
| 5 |
CHECK
BOX 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 |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
5,368,365(1) |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
5,368,365(1) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,368,365(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.51%(2) |
| 14 |
TYPE
OF REPORTING PERSON
PN |
| (1) |
The securities (a) include 638,614 shares of Common Stock, 316,001 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants, and 4,413,750 shares of Common Stock issuable upon conversion of 52,965 shares of Series B Preferred Stock, and (b) exclude 4,981,663 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, 7,014,416 shares of Common Stock issuable upon conversion of 84,173 shares of Series B Preferred Stock and 160,000 shares of Common Stock issuable upon conversion of 160 shares of Series A Preferred Stock. The exercise of the Pre-Funded Warrants and the conversion of the Series A Preferred Stock are subject to beneficial ownership limitations 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 A Preferred Stock and 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%. Conversion of the Series A Preferred Stock is also subject to the Stockholder Approval. Following the Stockholder Approval, each share of Series A Preferred Stock will automatically convert into 1,000 shares of Common Stock, subject to the beneficial ownership limitation described above. |
| (2) |
Based on 34,998,550 shares of Common Stock outstanding as of September 13, 2024. |
| 1 |
NAME
OF REPORTING PERSON
Fairmount
Healthcare Co-Invest III L.P. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒ (b) ☐
|
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
AF |
| 5 |
CHECK
BOX 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 |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
2,573,308(1) |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
2,573,308(1) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,573,308(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.35%(2) |
| 14 |
TYPE
OF REPORTING PERSON
PN |
| (1) |
The securities include 2,573,308 shares of Common Stock. |
| (2) |
Based on 34,998,550 shares of Common Stock outstanding
as of September 13, 2024. |
| 1 |
NAME
OF REPORTING PERSON
Peter
Harwin |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒ (b) ☐
|
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
AF |
| 5 |
CHECK
BOX 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 |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
7,941,673(1) |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
7,941,673(1) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,941,673(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.99%(2) |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| (1) |
The securities (a) include (i) 638,614 shares of Common Stock, 316,001 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants and 4,413,750 shares of Common Stock issuable upon conversion of 52,965 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) 4,981,663 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, (ii) 7,014,416 shares of Common Stock issuable upon conversion of 84,173 shares of Series B Preferred Stock and (iii) 160,000 shares of Common Stock issuable upon conversion of 160 shares of Series A Preferred Stock, in each case directly held by Fund II. The exercise of the Pre-Funded Warrants and the conversion of the Series A Preferred Stock are subject to beneficial ownership limitations 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 A Preferred Stock and 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%. Conversion of the Series A Preferred Stock is also subject to the Stockholder Approval. Following the Stockholder Approval, each share of Series A Preferred Stock will automatically convert into 1,000 shares of Common Stock, subject to the beneficial ownership limitation described above. |
| (2) |
Based on 34,998,550 shares of Common Stock outstanding as of September 13, 2024. |
| 1 |
NAME
OF REPORTING PERSON
Tomas
Kiselak |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒ (b) ☐
|
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
AF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Slovak
Republic |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
7,941,673(1) |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
7,941,673(1) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,941,673(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.99%(2) |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| (1) |
The securities (a) include (i) 638,614 shares of Common Stock, 316,001 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants and 4,413,750 shares of Common Stock issuable upon conversion of 52,965 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) 4,981,663 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, (ii) 7,014,416 shares of Common Stock issuable upon conversion of 84,173 shares of Series B Preferred Stock and (iii) 160,000 shares of Common Stock issuable upon conversion of 160 shares of Series A Preferred Stock, in each case directly held by Fund II. The exercise of the Pre-Funded Warrants and the conversion of the Series A Preferred Stock are subject to beneficial ownership limitations 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 A Preferred Stock and 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%. Conversion of the Series A Preferred Stock is also subject to the Stockholder Approval. Following the Stockholder Approval, each share of Series A Preferred Stock will automatically convert into 1,000 shares of Common Stock, subject to the beneficial ownership limitation described above. |
| (2) |
Based on 34,998,550 shares of Common Stock outstanding as of September 13, 2024. |
Item 1. Security and Issuer
This Amendment No. 1 amends and supplements the statement on Schedule
13D originally filed with the Securities and Exchange Commission (the “SEC”) on September 6, 2024 (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. 1 shall have the meanings ascribed to them
in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. The address of the principal
executive offices of the Company is 855 Oak Grove Avenue, Suite 100, Menlo Park, CA 94025.
Item 2. Identity and Background
| (a) |
This Schedule 13D is being filed jointly by (1) Fairmount; (2)
Fund II; (3) Co-Invest; (4) Peter Harwin; and (5) Tomas Kiselak (Mr. Harwin and Mr. Kiselak, Fairmount, Fund II, and Co-Invest
are collectively referred to herein as the “Reporting Persons”). The joint filing agreement of the Reporting Persons
is attached as Exhibit 99.1 to this Schedule 13D.
Fairmount serves as investment manager for Fund II and Co-Invest and
may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Act”),
of any securities of the Company held by Fund II and Co-Invest. Fund II and Co-Invest have delegated to Fairmount the sole power to vote
and the sole power to dispose of all securities held in Fund II’s and Co-Invest’s portfolio, including the shares of Common
Stock reported herein. Because Fund II and Co-Invest have divested themselves of voting and investment power over the reported securities
they hold and may not revoke that delegation on less than 61 days’ notice, Fund II and Co-Invest disclaim beneficial ownership of
the securities they hold for purposes of Section 13(d) of the Act and therefore disclaim any obligation to report ownership of the
reported securities under Section 13(d) of the Act. The general partner of Fairmount is Fairmount Funds Management GP LLC (“Fairmount
GP”). As managing members of Fairmount GP, Mr. Harwin and Mr. Kiselak may be deemed beneficial owners, for purposes
of Section 13(d) of the Act, of any securities of the Company beneficially owned by Fairmount. Fairmount, Fairmount GP, Mr. Harwin
and Mr. Kiselak disclaim beneficial ownership of the securities reported in this Schedule 13D other than for the purpose of determining
their obligations under Section 13(d) of the Act, and the filing of this Schedule 13D shall not be deemed an admission that any of
Fairmount, Fairmount GP, Mr. Harwin or Mr. Kiselak is the beneficial owner of such securities for any other purpose. |
| (b) |
The principal business address of each of the Reporting Persons is 200 Barr Harbor Drive, Suite 400, West Conshohocken, PA 19428. |
| (c) |
The principal business of Fairmount is to provide discretionary investment management services to qualified investors through Fund II and Co-Invest, which are each private pooled investment vehicles. The principal occupation of Mr. Harwin and Mr. Kiselak is investment management. |
| (d)(e) |
During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect at such laws. |
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the Common Stock and Series A Preferred Stock purchased by the Reporting Persons in the PIPE is $10,005,000.
The source of the funding for the purchases of the Common Stock was the general working capital of the Reporting Persons. The information
set forth in Item 4 below is incorporated herein by reference.
Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented as follows:
The Reporting Persons acquired their positions in the Common Stock and Series A Preferred Stock for investment purposes through a private
placement with the Company.
Mr. Harwin serves as a member of the board of directors of the Company, and, in such capacity, may have influence
over the corporate activities of the Company, including activities which may relate to items described in subparagraphs (a) through (j)
of Item 4 of Schedule 13D.
Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals
that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, the
Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or
develop such plans and may seek to influence management or the board of directors of the Company with respect to the business and affairs
of the Company and may from time to time consider pursuing or proposing such matters with advisors, the Company or other persons.
The Reporting Persons own 19.99% of the Company in the aggregate, based
upon the Company’s aggregate outstanding shares as of September 13, 2024. The Reporting Persons’ securities include (i) 638,614
shares of Common Stock, 316,001 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants and 4,413,750 shares of Common
Stock issuable upon conversion of 52,965 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) 4,981,663 shares of Common Stock issuable upon exercise of Pre-Funded Warrants,
(ii) 7,014,416 shares of Common Stock issuable upon conversion of 84,173 shares of Series B Preferred Stock and (iii) 160,000 shares of
Common Stock issuable upon conversion of 160 shares of Series A Preferred Stock, in each case directly held by Fund II. The exercise of
the Pre-Funded Warrants and the conversion of the Series A Preferred Stock are subject to beneficial ownership limitations 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 A Preferred
Stock and 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%. Conversion of the Series A Preferred Stock is also subject to the Stockholder Approval. Following the Stockholder Approval,
each share of Series A Preferred Stock will automatically convert into 1,000 shares of Common Stock, subject to the beneficial ownership
limitation described above.
Subscription Agreement
On September 11, 2024, 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. The PIPE closed on September 13, 2024. Pursuant to the terms of the securities purchase
agreement, the Company issued and sold an aggregate of (i) 5,600,000 shares of Common Stock at a purchase price of $23.00 per share, (ii)
2,439 shares of Series A Preferred Stock at a purchase price of $23,000 per share, and (iii) pre-funded warrants to purchase 680,000 shares
of Common Stock at a price of $22.999 per pre-funded warrant. Each share of Series A Preferred Stock is convertible into 1,000 shares
of Common Stock, subject to the Stockholder Approval and certain beneficial ownership limitations set by each holder. The pre-funded warrants
have an exercise price of $0.001 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 is filed as Exhibit 99.2
to this Schedule 13D and incorporated herein by reference.
Certificate of Designation
On September 12, 2024, the Company filed a Certificate of Designation
of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock with the Secretary of State of the State of
Delaware (the “Certificate of Designation”) in connection with the PIPE. The Certificate of Designation provides for
the issuance of shares of Series A Preferred Stock.
Holders of shares of Series A Preferred Stock are entitled to receive
dividends on shares of Series A Preferred Stock equal to, on an as-if-converted-to-Common Stock basis, and in the same form
as, dividends actually paid on shares of the Common Stock. Except as otherwise required by law, the Series A Preferred Stock does not
have voting rights. However, as long as any shares of Series A Preferred Stock are outstanding, the Company will not, without the affirmative
vote of the holders of a majority of the then-outstanding shares of the Series A Preferred Stock, (a) alter or change adversely the
powers, preferences or rights given to the Series A Preferred Stock, (b) alter or amend the Certificate of Designation, or (c) amend
its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series A
Preferred Stock. The Series A Preferred Stock does not have a preference upon any liquidation, dissolution or winding-up of
the Company.
Subject to the terms and limitations contained in the Certificate of
Designation, the Series A Preferred Stock issued in the PIPE will not become convertible until the Stockholder Approval. Following the
Stockholder Approval, each share of Series A Preferred Stock will automatically convert into 1,000 shares of Common Stock, subject to
certain limitations, including that shares of Series A Preferred Stock shall not be convertible if the conversion would result
in a holder, together with its affiliates, beneficially owning more than 9.99% of the Company’s outstanding shares of Common Stock
as of the applicable conversion date, which may be increased at the holders’ option (not to exceed 19.99%), effective
in accordance with the terms of the Certificate of Designation.
The foregoing description of the Series A Preferred Stock does not
purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, a copy of which is filed as Exhibit
99.3 to this Schedule 13D and is incorporated herein by reference.
Registration Rights Agreement
In connection with the PIPE, the Company and investors participating
in the PIPE entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the
Company is required to prepare and file a resale registration statement with the U.S. Securities and Exchange Commission no later than
November 15, 2024. 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 is filed as Exhibit
99.4 to this Schedule 13D.
Item 5. Interest in Securities of the Company
The percentages used in this Schedule 13D are calculated based upon
34,998,550 shares of Common Stock outstanding as of September 13, 2024. The Reporting Persons’ securities include (i) 638,614 shares
of Common Stock, 316,001 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants and 4,413,750 shares of Common Stock
issuable upon conversion of 52,965 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) 4,981,663 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, (ii) 7,014,416
shares of Common Stock issuable upon conversion of 84,173 shares of Series B Preferred Stock and (iii) 160,000 shares of Common Stock
issuable upon conversion of 160 shares of Series A Preferred Stock, in each case directly held by Fund II. The exercise of the Pre-Funded
Warrants and the conversion of the Series A Preferred Stock are subject to beneficial ownership limitations 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 A Preferred Stock and
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%. Conversion of the Series A Preferred Stock is also subject to the Stockholder Approval. Following the Stockholder Approval,
each share of Series A Preferred Stock will automatically convert into 1,000 shares of Common Stock, subject to the beneficial ownership
limitation described above.
Fairmount is the investment manager or adviser 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. Other than the Merger and the
PIPE, the Reporting Persons have not had any transactions in the Common Stock.
Item 7. Material to be Filed as Exhibits
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this Statement as of September 13, 2024.
| FAIRMOUNT FUNDS MANAGEMENT LLC |
| |
|
|
|
| By: |
/s/ Peter Harwin |
|
/s/ Tomas Kiselak |
| |
Peter Harwin |
|
Tomas Kiselak |
| |
Managing Member |
|
Managing Member |
| |
| FAIRMOUNT HEALTHCARE FUND II L.P. |
| |
|
|
|
| By: |
/s/ Peter Harwin |
|
/s/ Tomas Kiselak |
| |
Peter Harwin |
|
Tomas Kiselak |
| |
Managing Member |
|
Managing Member |
| |
| FAIRMOUNT HEALTHCARE CO-INVEST III L.P. |
| |
|
|
|
| |
/s/ Peter Harwin |
|
/s/ Tomas Kiselak |
| |
Peter Harwin |
|
Tomas Kiselak |
| |
Managing Member |
|
Managing Member |
| |
|
|
| /s/ Peter Harwin |
|
|
| Peter Harwin |
|
|
| |
|
|
| /s/ Tomas Kiselak |
|
|
| Tomas Kiselak |
Oruka Therapeutics (NASDAQ:ORKA)
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From Dec 2024 to Jan 2025
Oruka Therapeutics (NASDAQ:ORKA)
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From Jan 2024 to Jan 2025
