UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number: 000-22873

Oruka Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware		36-3855489
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

855 Oak Grove Avenue
Suite 100
Menlo Park, California		94025
(Address of principal executive offices)		(Zip Code)

(650) 606-7910

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.001 per share		ORKA		The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 31, 2026, there were 66,209,699 shares of the registrant’s common stock outstanding.

Table of Contents

		Page
	PART I. Financial Information
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Comprehensive Loss	3
	Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	34
	PART II. Other Information
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63
Item 3.	Defaults Upon Senior Securities	63
Item 4.	Mine Safety Disclosures	63
Item 5.	Other Information	63
Item 6.	Exhibits	64
Signatures		65

Part I - Financial Information

Item 1. Financial Statements

ORUKA THERAPEUTICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands, except share and per share data)

	June 30,			December 31,
	2026			2025
Assets
Current assets:
Cash and cash equivalents	$	268,470		$	46,935
Marketable securities, current		605,094			290,109
Prepaid expenses and other current assets		10,995			6,813
Total current assets		884,559			343,857
Marketable securities, long-term		252,017			142,539
Property and equipment, net		275			288
Operating lease right-of-use assets		2,415			1,830
Other non-current assets		128			103
Total assets	$	1,139,394		$	488,617
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	7,950		$	4,155
Accrued expenses and other current liabilities		14,349			10,591
Operating lease liability, current		669			619
Related party accounts payable and other current liabilities		—			9
Total current liabilities		22,968			15,374
Operating lease liability, non-current		1,877			1,313
Total liabilities		24,845			16,687
Commitments and contingencies (Note 10)
Stockholders’ equity:
Series B non-voting convertible preferred stock, $0.001 par value; 251,504 shares authorized as of June 30, 2026 and December 31, 2025; 137,138 shares issued and outstanding as of June 30, 2026 and December 31, 2025		2,931			2,931
Common stock, $0.001 par value; 545,000,000 shares authorized as of June 30, 2026 and December 31, 2025; 61,069,887 and 48,722,309 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively		61			49
Additional paid-in capital		1,375,443			657,561
Accumulated other comprehensive income (loss)		(1,703	)		546
Accumulated deficit		(262,183	)		(189,157	)
Total stockholders’ equity		1,114,549			471,930
Total liabilities and stockholders’ equity	$	1,139,394		$	488,617

The accompanying notes are an integral part of these condensed consolidated financial statements.

ORUKA THERAPEUTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except share and per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Operating expenses:
Research and development⁽¹⁾	$	43,257		$	24,087		$	72,402		$	44,012
General and administrative⁽²⁾		6,850			4,342			14,139			9,503
Total operating expenses		50,107			28,429			86,541			53,515
Loss from operations		(50,107	)		(28,429	)		(86,541	)		(53,515	)
Other income (expense):
Interest income		8,897			3,857			13,503			7,949
Other income (expense), net		4			(2	)		12			(7	)
Total other income, net		8,901			3,855			13,515			7,942
Net loss	$	(41,206	)	$	(24,574	)	$	(73,026	)	$	(45,573	)

Net loss per share attributable to common stockholders, basic and diluted	$	(0.55	)	$	(0.46	)	$	(1.04	)	$	(0.85	)
Net loss per share attributable to Series B non-voting convertible preferred stockholders, basic and diluted	$	(46.22	)	$	(38.26	)	$	(86.36	)	$	(71.23	)

Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted		62,872,318			42,095,951			59,038,131			41,888,906
Weighted-average shares used in computing net loss per share attributable to Series B non-voting convertible preferred stockholders, basic and diluted		137,138			137,138			137,138			137,138

(1)	Includes related party amounts of nil and $4,281 for the three months ended June 30, 2026 and June 30, 2025, respectively, and $3,000 and $6,403 for the six months ended June 30, 2026 and June 30, 2025, respectively.

(2)	Includes related party amounts of nil and $12 for the three months ended June 30, 2026 and June 30, 2025, respectively, and $4 and $122 for the six months ended June 30, 2026 and June 30, 2025, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.

ORUKA THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

(In thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Net loss	$	(41,206	)	$	(24,574	)	$	(73,026	)	$	(45,573	)
Other comprehensive income (loss):
Unrealized gains (losses) on marketable securities		(1,223	)		(21	)		(2,249	)		14
Total comprehensive loss	$	(42,429	)	$	(24,595	)	$	(75,275	)	$	(45,559	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

ORUKA THERAPEUTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE
PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
(UNAUDITED)
(In thousands, except share data)

	Series B Non-Voting Convertible Preferred Stock				Common Stock				Additional Paid-In		Accumulated Other Comprehensive Income		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		(Loss)		Deficit			Equity
Balances as of December 31, 2025		137,138	$	2,931		48,722,309	$	49	$	657,561	$	546	$	(189,157	)	$	471,930
Issuance of common stock upon exercise of stock options and employee warrants		—		—		195,596		—		1,766		—		—			1,766
Issuance of common stock under the at-the-market (“ATM”) offering program, net of commissions		—		—		1,167,895		1		38,901		—		—			38,902
Issuance of common stock upon vesting of restricted stock units