SCHEDULE: Venrock Group Maintains 9.9% Stake in Oruka Therapeutics

A group of Venrock Healthcare Capital Partners entities and individuals disclosed a continued 9.9% beneficial ownership stake in Oruka Therapeutics, Inc. common stock.

Summary

• Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah, and Bong Koh (collectively, the "Reporting Persons") beneficially own 4,909,619 shares of Oruka Therapeutics, Inc. common stock.
• This aggregate ownership represents 9.9% of the company's outstanding common stock, rounded down from 9.99% due to EDGAR system limitations.
• The ownership includes 856,747 common shares and pre-funded warrants exercisable for up to 330,615 shares held by VHCP III.
• VHCP Co-Investment III holds 85,816 common shares and pre-funded warrants exercisable for up to 33,068 shares.
• VHCP EG holds 3,205,865 common shares and pre-funded warrants exercisable for up to 1,227,526 shares.
• The pre-funded warrants contain a "Beneficial Ownership Blocker" provision, which precludes exercise to the extent that, following exercise, the Reporting Persons would own more than 9.99% of the common stock outstanding.
• The Reporting Persons are currently prohibited from exercising pre-funded warrants if it would result in beneficial ownership exceeding 4,909,619 shares of common stock.
• The beneficial ownership percentage is calculated based on 48,384,150 shares of common stock outstanding as of September 19, 2025, and 761,191 shares issuable upon the exercise of Pre-Funded Warrants.
• The securities were not acquired and are not held for the purpose of changing or influencing the control of Oruka Therapeutics, Inc., other than activities solely in connection with a nomination under Rule 14a-11.

Sentiment

Score: 7

Explanation: The filing indicates a significant and stable ownership stake by a reputable healthcare investment group, Venrock, which is generally a positive signal for a biotechnology company. The 'Beneficial Ownership Blocker' is a technical limitation rather than a negative operational or financial event.

Positives

• A significant 9.9% beneficial ownership stake by Venrock Healthcare Capital Partners, a specialized healthcare investor, indicates continued confidence in Oruka Therapeutics.
• The inclusion of pre-funded warrants provides flexibility for the investor group to increase their stake up to the 9.99% beneficial ownership blocker limit.

Negatives

• The "Beneficial Ownership Blocker" limits the immediate ability of the Venrock group to increase their ownership beyond 9.99% through warrant exercise, potentially capping their influence or investment size without further action.

Risks

• The Beneficial Ownership Blocker in the Pre-Funded Warrants restricts the Reporting Persons from exercising warrants if it would result in beneficial ownership exceeding 9.99% of the common stock outstanding, which could limit their ability to increase their stake or influence.

Future Outlook

NA

Industry Context

Venrock Healthcare Capital Partners is a prominent investor in the healthcare and biotechnology sectors. Their significant stake in Oruka Therapeutics aligns with broader industry trends of specialized funds investing in promising biotech companies, often providing capital and strategic guidance.

Stakeholder Impact

• Shareholders: The disclosure of a significant, stable institutional investor holding a near 10% stake can provide confidence and potentially reduce volatility, signaling long-term interest.

Key Dates

Recommendation

The filing is a routine disclosure of a significant, stable institutional ownership stake. While the presence of a major healthcare investor like Venrock is generally positive, this specific filing does not contain new operational or financial information that would warrant a change in investment thesis (buy or sell). It confirms existing institutional support, suggesting a 'hold' for investors who already have a position, and for new investors, it highlights a company with notable institutional backing, but without new catalysts for immediate action.

Keywords

Oruka Therapeutics, Venrock Healthcare Capital Partners, Schedule 13G, Beneficial Ownership, Common Stock, Pre-Funded Warrants, Biotechnology, Healthcare Investment, Institutional Investor