<SEC-DOCUMENT>0001062993-25-012405.txt : 20250701
<SEC-HEADER>0001062993-25-012405.hdr.sgml : 20250701
<ACCEPTANCE-DATETIME>20250701212150
ACCESSION NUMBER:		0001062993-25-012405
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20250701
FILED AS OF DATE:		20250701
DATE AS OF CHANGE:		20250701

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Sandler Laura Lee
		CENTRAL INDEX KEY:			0002075401
		ORGANIZATION NAME:           	

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-22873
		FILM NUMBER:		251098142

	MAIL ADDRESS:	
		STREET 1:		C/O ORUKA THERAPEUTICS, INC.
		STREET 2:		855 OAK GROVE AVE., SUITE 100
		CITY:			MENLO PARK
		STATE:			CA
		ZIP:			94025

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Oruka Therapeutics, Inc.
		CENTRAL INDEX KEY:			0000907654
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		ORGANIZATION NAME:           	03 Life Sciences
		EIN:				363855489
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		855 OAK GROVE AVE.
		STREET 2:		SUITE 100
		CITY:			MENLO PARK
		STATE:			CA
		ZIP:			94025
		BUSINESS PHONE:		650-606-7910

	MAIL ADDRESS:	
		STREET 1:		855 OAK GROVE AVE.
		STREET 2:		SUITE 100
		CITY:			MENLO PARK
		STATE:			CA
		ZIP:			94025

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ARCA biopharma, Inc.
		DATE OF NAME CHANGE:	20090128

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NUVELO INC
		DATE OF NAME CHANGE:	20030203

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HYSEQ INC
		DATE OF NAME CHANGE:	19970610
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>form3.xml
<DESCRIPTION>INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2025-07-01</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0000907654</issuerCik>
        <issuerName>Oruka Therapeutics, Inc.</issuerName>
        <issuerTradingSymbol>ORKA</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0002075401</rptOwnerCik>
            <rptOwnerName>Sandler Laura Lee</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O ORUKA THERAPEUTICS, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>855 OAK GROVE AVE., SUITE 100</rptOwnerStreet2>
            <rptOwnerCity>MENLO PARK</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>94025</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Chief Operating Officer</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>213084</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Warrant (right to buy)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>7.8</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <value>2034-07-14</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>99996</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Employee Stock Option (right to buy)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>12.5</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F2"/>
            </exerciseDate>
            <expirationDate>
                <value>2035-01-21</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>137500</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">This warrant represents a right to purchase 99,996 shares of the Issuer's common stock, one quarter of which will vest on April 3, 2025, with the remaining three quarters vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer on each such vesting date.</footnote>
        <footnote id="F2">The option vests as to 1/48 of the underlying shares monthly from January 1, 2025.</footnote>
    </footnotes>

    <ownerSignature>
        <signatureName>/s/ Paul Quinlan, as attorney-in-fact for Laura Sandler</signatureName>
        <signatureDate>2025-07-01</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>exhibit24.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
POWER OF ATTORNEY

The undersigned hereby makes, constitutes and appoints each
of Paul Quinlan, Lawrence Klein and Diana Kwon, or either
of them acting singly, and with full power of substitution, re-
substitution and delegation, the undersigned's true and lawful
attorney-in-fact (each of such persons and their substitutes
and delegees being referred to herein as the "Attorney-in-
Fact"), with full power to act for the undersigned and in
the undersigned's name, place and stead, in the undersigned's
capacity as an officer, director or stockholder of Oruka
Therapeutics, Inc. (the "Company"), to:

Take such actions as may be necessary or appropriate to enable
the undersigned to submit and file forms, schedules and other
documents with the U.S. Securities and Exchange Commission
("SEC") utilizing the SEC's Electronic Data Gathering and
Retrieval ("EDGAR") system, which actions may include (a)
enrolling the undersigned in EDGAR Next and (b) preparing,
executing and submitting to the SEC a Form ID, amendments
thereto, and such other documents and information as may be
necessary or appropriate to obtain codes and passwords
enabling the undersigned to make filings and submissions
utilizing the EDGAR system;

Prepare and execute any and all forms, schedules and other
documents (including any amendments thereto) the undersigned
is required to file with the SEC, or which the Attorney-in-Fact
considers it advisable for the undersigned to file with the
SEC, under Section 13 or Section 16 of the Securities Exchange
Act of 1934 or any rule or regulation thereunder, or under
Rule 144 under the Securities Act of 1933 ("Rule 144"),
including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms
144 (all such forms, schedules and other documents being
referred to herein as "SEC Filings");

Submit and file SEC Filings with the SEC utilizing the EDGAR
system or cause them to be submitted and filed by a person
appointed under Section 5 below;

File, submit or otherwise deliver SEC Filings to any
securities exchange on which the Company's securities may
be listed or traded;

Act as an account administrator for the undersigned's
EDGAR account, including: (i) appoint, remove and replace
account administrators, account users, technical
administrators and delegated entities; (ii) maintain the
security of the undersigned's EDGAR account, including
modification of access codes; (iii) maintain, modify and
certify the accuracy of information on the undersigned's
EDGAR account dashboard; (iv) act as the EDGAR point of
contact with respect to the undersigned's EDGAR account;
and (v) any other actions contemplated by Rule 10 of
Regulation S-T with respect to account administrators;

Cause the Company to accept a delegation of authority from
any of the undersigned's EDGAR account administrators and,
pursuant to that delegation, authorize the Company's EDGAR
account administrators to appoint, remove or replace users
for the undersigned's EDGAR account; and

Obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions
in the Company's equity securities from any third party,
including the Company and any brokers, dealers, employee
benefit plan administrators and trustees, and the undersigned
hereby authorizes any such third party to release any such
information to the Attorney-in-Fact.

The undersigned acknowledges that:

a) This Power of Attorney authorizes, but does not require,
the Attorney-in-Fact to act in his or her discretion on
information provided to such Attorney-in-Fact without
independent verification of such information;

b) Any documents prepared or executed by the Attorney-in-Fact
on behalf of the undersigned pursuant to this Power of Attorney
will be in such form and will contain such information as the
Attorney-in-Fact, in his or her discretion, deems necessary
or desirable;

c) Neither the Company nor the Attorney-in-Fact assumes any
liability for the undersigned's responsibility to comply with
the requirements of Section 13 or Section 16 of the Exchange
Act or Rule 144, any liability of the undersigned for any
failure to comply with such requirements, or any liability
of the undersigned for disgorgement of profits under Section
16(b) of the Exchange Act; and

d) This Power of Attorney does not relieve the undersigned
from responsibility for compliance with the undersigned's
obligations under Section 13 or Section 16 of the Exchange
Act, including, without limitation, the reporting requirements
under Section 13 or Section 16 of the Exchange Act.

The undersigned hereby grants to the Attorney-in-Fact full
power and authority to do and perform each and every act and
thing requisite, necessary or advisable to be done in connection
with the foregoing, as fully, to all intents and purposes, as
the undersigned might or could do in person, hereby ratifying
and confirming all that the Attorney-in-Fact, or his or her
substitute or substitutes, shall lawfully do or cause to be
done by authority of this Power of Attorney.

This Power of Attorney shall remain in full force and effect
until the earliest to occur of (a) the undersigned is no longer
required to file Forms 4 or 5 or Schedules 13D or 13G or
Forms 144 with respect to the undersigned's holdings of and
transactions in securities of the Company, (b) revocation by
the undersigned in a signed writing delivered to the foregoing
Attorneys-in-Fact or (c) as to any Attorney-in-Fact
individually, until such attorney-in-fact is no longer
employed by the Company. This Power of Attorney revokes
all previous powers of attorney with respect to the subject
matter of this Power of Attorney.

IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney as of June 24, 2025.

        /s/ Laura Sandler
        Signature

        Laura Sandler
        Print Name
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
