| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | ORKA | Common Stock | 364K | Aug 29, 2024 | By Fairmount Healthcare Fund II L.P. | F1, F2, F3 | |||||
| holding | ORKA | Common Stock | 2.57M | Aug 29, 2024 | By Fairmount Healthcare Co-Invest III L.P. | F1, F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | ORKA | Series B Non-Voting Convertible Preferred Stock | Aug 29, 2024 | Common Stock | 11.4M | By Fairmount Healthcare Fund II L.P. | F3, F4, F5 | |||||||
| holding | ORKA | Pre-funded Warrant | Aug 29, 2024 | Common Stock | 5.3M | $0.00 | By Fairmount Healthcare Fund II L.P. | F3, F6 |
| Id | Content |
|---|---|
| F1 | Effective as of August 29, 2024 (the "Effective Time"), a wholly-owned subsidiary of ARCA biopharma, Inc. ("ARCA") merged with and into Oruka Therapeutics, Inc. ("Oruka") with Oruka continuing as a wholly owned subsidiary of ARCA and the surviving corporation of the merger, and Oruka merged with and into a second wholly-owned subsidiary of ARCA ("Second Merger Sub"), with Second Merger Sub being the surviving entity of the merger resulting in, among other things, Oruka becoming a wholly owned subsidiary of ARCA (collectively, the "Merger"). At the Effective Time, ARCA effected a name change to "Oruka Therapeutics, Inc." (hereinafter, the "Issuer"). |
| F2 | Represents the number of shares of common stock of the Issuer received by the Reporting Person in the Merger in exchange for the shares of Oruka held by the Reporting Person prior to the Merger. Each share of Oruka common stock held at the Effective Time was exchanged for 6.8569 shares of the Issuer's common stock. On September 3, 2024, the Issuer effected a 1-for-12 reverse stock split of the Company common stock. |
| F3 | Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II LP and Fairmount Healthcare Co-Invest III L.P. The general partner of Fairmount is Fairmount Funds Management GP LLC ("Fairmount GP"), of which Peter Harwin and Tomas Kiselak are the managing members. Fairmount, Fairmount GP, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. |
| F4 | Shares of Series B Non-Voting Convertible Preferred Stock of the Issuer, par value $0.001 per share (the "Preferred Stock"), are convertible into shares of the Issuer's common stock at any time at the option of the holder thereof, based on the Conversion Ratio and subject to certain limitations, including the Beneficial Ownership Limitation (as such terms are defined in the Certificate of Designation for the Preferred Stock filed with the Securities and Exchange Commission as Exhibit 3.9 to the Issuer's Form 8-K filed on September 5, 2024). The Preferred Stock has no expiration date. |
| F5 | Consists of 137,138 shares of Preferred Stock. |
| F6 | The Pre-Funded Warrants have no expiration date and are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise. |
Exhibit 24 - Power of Attorney Fairmount, Fairmount Healthcare Fund II LP and Fairmount Healthcare Co-Invest III L.P. may each be deemed a director by deputization of the Issuer by virtue of the fact that Peter Harwin serves on the board of directors of the Issuer and is a Managing Member of Fairmount.