Oruka Therapeutics files $500 million at-the-market stock offering with TD Cowen

Oruka Therapeutics, Inc. filed a prospectus dated August 27, 2026, covering the potential sale of up to $500,000,000 of common stock through a sales agreement dated October 3, 2025 with TD Securities (USA) LLC, known as TD Cowen¹, which was amended by Amendment No. 1 dated August 21, 2026¹.

Under the arrangement, shares may be sold in negotiated transactions, including block trades, or through methods considered an "at the market offering" under Rule 415(a)(4), including sales on the Nasdaq Global Market or other existing trading markets¹. TD Cowen is not obligated to sell any set amount; instead it will act as sales agent using commercially reasonable efforts consistent with its normal trading and sales practices¹. For its work, TD Cowen's aggregate compensation is a commission of up to 3.0% of the gross sales price of shares sold under the agreement¹.

The company said its stock trades on Nasdaq under "ORKA," and the last reported sale price on August 20, 2026 was $104.86 per share¹. Assuming sale of 4,768,262 shares at that price, Oruka said it could have up to 65,838,149 shares of common stock outstanding after the offering¹.

On dilution, Oruka reported that its net tangible book value as of June 30, 2026 stood at $1,114.5 million, equal to $18.25 per share¹. The company said that after the assumed offering, its as-adjusted net tangible book value would rise to $1,599.2 million, or $24.29 per share, marking an immediate increase of $6.04 per share for existing stockholders and immediate dilution of $80.57 per share for new investors¹.

Oruka said it intends to use net proceeds for general corporate purposes, including research and development and working capital¹. The company's lead programs include ORKA-001 and ORKA-002 for psoriasis, and ORKA-004, targeting TL1A, according to the filing.