Oruka Therapeutics, Inc. (ORKA) Form 424B5 — Aug 28, 2026
Oruka Therapeutics filed a prospectus supplement for a new $500,000,000 at-the-market equity program, allowing it to sell common stock from time to time through TD Cowen as sales agent under a sales agreement dated October 3, 2025 and amended August 21, 2026. Sales would be made at prevailing market prices on Nasdaq with TD Cowen earning a commission of up to 3.0%. At the assumed price of $104.86, the last reported sale on August 20, 2026, full utilization would equal roughly 4.77 million shares against 61,069,887 shares outstanding as of June 30, 2026, about 7.8% potential dilution, with stated dilution to new investors of $80.57 per share.
Key figures
- Gross Proceeds
- 500000000
- Shares Offered
- Up to $500.0M aggregate; illustrative ~4,768,262 shares at $104.86
- Shares Outstanding
- 61069887
- Rsu Shares
- 409922
- Atm Capacity Usd
- $500,000,000
- Agent Commission Max
- up to 3.0% of gross sales price
- Fairmount Ownership
- ~16.9 million shares / ~22.8% of common stock
- Last Reported Sale Price
- $104.86 (August 20, 2026)
- Pre Funded Warrant Shares
- 5706188
- Estimated Offering Expenses
- $380,000
- Adjusted Net Tangible Book Value
- $1,599.2 million ($24.29 per share)
- Illustrative Shares At Last Price
- 4768262
- Potential Dilution If Fully Drawn
- ~7.8% of shares outstanding (derived from stated figures)
- Agent Legal Expense Reimbursement
- up to $75,000
- Dilution To New Investors Per Share
- $80.57
- Net Tangible Book Value Jun30 2026
- $1,114.5 million ($18.25 per share)
- Series BPreferred Conversion Shares
- 11428149
- Prior Atm Shares Sold After Jun30 2026
- 1499500
- Accretion To Existing Holders Per Share
- $6.04
- Option Shares Weighted Avg Exercise Price20 64
- 5227356
- Illustrative Shares Outstanding After Offering
- 65838149
- Warrant Shares Weighted Avg Exercise Price23 55
- 971930
- Employee Warrant Shares Weighted Avg Exercise Price7 80
- 2619353
Price after filing
Close on the filing date to close N calendar days later (from $91.14). Historical, not a forecast.
AI analysis
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