--- title: "Oruka Therapeutics files $1,000,000,000 shelf" url: "https://aibio.space/news/oruka-therapeutics-files-1-000-000-000-shelf-500-000-000-sales-program/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2026-08-21" section: "Financings" tickers: "NASDAQ:ORKA" source: "https://www.sec.gov/Archives/edgar/data/907654/000121390026092612/ea0301041-s3_oruka.htm" summary: "TD Cowen is the sales agent for up to $500,000,000 of common stock under a sales agreement that sits inside a $1,000,000,000 shelf. The filing puts the out" --- By the aibio.space news desk. Sources - [Oruka Therapeutics, Inc. S-3 (2026-08-21)](https://www.sec.gov/Archives/edgar/data/907654/000121390026092612/ea0301041-s3_oruka.htm) - [ea0303545-424b5_oruka.htm](https://www.sec.gov/Archives/edgar/data/907654/000121390026095041/ea0303545-424b5_oruka.htm) - [Oruka Therapeutics, Inc. 10-K (2026-03-12): business](https://www.sec.gov/Archives/edgar/data/907654/000121390026026929/ea0273300-10k_oruka.htm) [ORKA](https://aibio.space/companies/oruka-therapeutics/) 2026-08-21 # Oruka Therapeutics files $1,000,000,000 shelf with $500,000,000 sales program Tickers [ORKA](https://aibio.space/companies/oruka-therapeutics/) TD Cowen is the sales agent for up to $500,000,000 of common stock under a sales agreement that sits inside a $1,000,000,000 shelf. The filing puts the outstanding count at 61,069,887 shares on June 30, 2026. ## Key facts - **Company**: Oruka Therapeutics, Inc. (NASDAQ: ORKA) - **News type**: Financings - **Primary source**: [Oruka Therapeutics, Inc. S-3 (2026-08-21)](https://www.sec.gov/Archives/edgar/data/907654/000121390026092612/ea0301041-s3_oruka.htm) *A meeting room with a long table and a screen. CC0, via rawpixel. The picture shows the field, not the companies named.* ## The shelf and the sales agreement Oruka Therapeutics, Inc. (Nasdaq: [ORKA](https://aibio.space/companies/oruka-therapeutics/)) filed a Form S-3 shelf registration on August 21, 2026. The base prospectus covers up to $1,000,000,000 of common stock, preferred stock, depositary shares and warrants, to be sold from time to time, with the terms of each sale set in later prospectus supplements. A shelf lets the company sell securities without a new registration statement for each sale. Within that total, a separate sales agreement prospectus covers up to $500,000,000 of common stock sold through TD Securities (USA) LLC, known as TD Cowen, as sales agent. The sales agreement is dated October 3, 2025, and was amended by Amendment No. 1 dated August 21, 2026. The sales agreement prospectus, a 424B5, is dated August 27, 2026. Sales may be made in negotiated transactions, including block trades, or as at-the-market offerings through Nasdaq. TD Cowen is not required to sell any specific number or dollar amount of shares and will use commercially reasonable efforts. The filing says TD Cowen will be treated as an underwriter under the Securities Act, and that Oruka has agreed to indemnify it against certain liabilities, including those under that act. ## Fees, advisers and the share count TD Cowen is entitled to a commission of up to 3.0% of the gross sales price for each share sold. The company estimates its other offering expenses, excluding that commission, at about $380,000. Davis Polk & Wardwell LLP of Redwood City, California, will pass on the validity of the shares for Oruka, and Cooley LLP of New York represents TD Securities. The financial statements the filing incorporates rest on a report from PricewaterhouseCoopers LLP. The prospectus lists 61,069,887 shares outstanding as of June 30, 2026. It excludes 11,428,149 shares issuable on conversion of 137,138 shares of Series B Preferred Stock, 5,706,188 shares issuable on pre-funded warrants and 5,227,356 shares issuable on stock options, all outstanding as of that date. It also excludes 971,930 shares issuable on warrants tied to the Paruka Warrant Obligation and 2,619,353 shares on employee warrants. For illustration, the filing assumes sales of 4,768,262 shares at $104.86, the last reported sale price on August 20, 2026. That would bring the post-offering count to up to 65,838,149 shares. The filing says the actual number will vary with the price of the shares sold. ## Losses, cash and the trials behind them The 2025 annual report, filed March 12, 2026, shows a net loss of $105.4 million, research and development expense of $100.6 million and cash used in operations of $88.2 million. The sales agreement prospectus gives historical net tangible book value of $1,114.5 million, or $18.25 per share, at June 30, 2026. On its assumed sales it shows immediate dilution of $80.57 per share to new investors. The filing says net proceeds from the sales agreement will go to general corporate purposes, including research and development and working capital, and it names no other use. The company describes itself as clinical-stage, and its lead, ORKA-001, is in the Phase 2a EVERLAST-A trial. That trial enrolled 84 patients randomized 3 to 1 to 600 mg of ORKA-001 at Weeks 0 and 4 or matching placebo. The primary endpoint is PASI 100 at Week 16. The annual report expected Week 16 data for all patients in the second quarter of 2026, and the shelf filing does not report those data. The earlier Phase 1 study the company cites measured a downstream marker, STAT3 signaling, in an ex vivo assay through 24 weeks. That is a laboratory biomarker, not clinical response data. EVERLAST-B, a dose-ranging Phase 2b trial, is designed for about 160 patients, and its data are expected in 2027. Week 28 data for all EVERLAST-A patients and 52-week follow-up for part of that cohort are planned for the second half of 2026. The company's cash needs are tied to trials whose main results are still ahead. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story ORKA Oruka Therapeutics, Inc. NASDAQ ยท United States Open the starter desk ## More in Financings Financings ### [INmune Bio raises $4.50 million in registered direct offering with warrants](https://aibio.space/news/inmune-bio-raises-4-50-million-registered-direct-offering-warrants/) Oct 29, 2026 Financings ### [Lexeo Therapeutics files $300 million shelf registration](https://aibio.space/news/lexeo-therapeutics-files-300-million-shelf-registration/) Oct 29, 2026 Financings ### [ProKidney files $650 million shelf with $200 million Jefferies sales program](https://aibio.space/news/prokidney-files-650-million-shelf-200-million-jefferies-sales-program/) Oct 29, 2026 --- Source page: https://aibio.space/news/oruka-therapeutics-files-1-000-000-000-shelf-500-000-000-sales-program/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Oruka Therapeutics files $1,000,000,000 shelf", 2026-08-21, https://aibio.space/news/oruka-therapeutics-files-1-000-000-000-shelf-500-000-000-sales-program/