EX-FILING FEES 4 ea022056701ex-fee_oruka.htm FILING FEE TABLE

Exhibit 107

Calculation of Filing Fee Tables

FORM S-1

(Form Type)

Oruka Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

|  | Security Type |  | Security Class Title |  | Fee Calculation or Carry Forward Rule |  | Amount Registered |  |  | Proposed Maximum Offering Price Per Unit |  |  | Maximum Aggregate Offering Price |  |  | Fee Rate |  |  | Amount of Registration Fee |  |  | Carry Forward Form Type |  |  | Carry Forward File Number |  |  | Carry Forward Initial effective date |  |  | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward |
Newly Registered Securities |
Fees to Be Paid |  | Equity |  | Common stock, par value $0.001 per share(1) |  | Rule 457(c) |  |  | 8,719,000 | (2) |  | $ | 25.405 | (3) |  | $ | 221,506,195 | (3) |  |  | 0.00015310 |  |  | $ | 33,912.60 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Fees Previously Paid |  | — |  | — |  | — |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Carry Forward Securities |
Carry Forward Securities |  | N/A |  | N/A |  | N/A |  |  | N/A |  |  |  |  |  |  |  | N/A |  |  |  |  |  |  |  |  |  |  |  | N/A |  |  |  | N/A |  |  |  | N/A |  |  |  | N/A |
|  | Total Offering Amounts |  |  |  |  |  |  | $ | 221,506,195 |  |  |  |  |  |  | $ | 33,912.60 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Total Fees Previously Paid |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Total Fee Offsets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Net Fee Due |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 33,912.60 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers such an indeterminate amount of shares of common stock as may become issuable to prevent dilution resulting from stock splits, stock dividends and similar events.

(2) | The amount registered consists of up to (i) 5,600,000 shares of Common Stock held by certain selling stockholders, (ii) 2,439,000 shares of Common Stock issuable upon the conversion of 2,439 shares of Series A Preferred Stock and (iii) 680,000 shares of Common Stock issuable upon the exercise of pre-funded warrants held by certain selling stockholders.

(3) | Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the shares of common stock on The Nasdaq Global Market on November 7, 2024 (such date being within five business days of the date that this registration statement was first filed with the Securities and Exchange Commission, in accordance with Rule 457(c) under the Securities Act).