ORKA Oruka Therapeutics, Inc. - 8-K

Item 8.01. Other Events.

On May 29, 2026, Oruka Therapeutics, Inc. (the “Company”)
entered into the First Amendment to IL-23 License Agreement (the “Amendment”), amending the IL-23 License Agreement dated
as of December 17, 2024 (the “License Agreement”), by and between the Company and Paragon Therapeutics, Inc. (“Paragon”).
Prior to the Amendment, the Company’s Field did not include inflammatory bowel disease. The Amendment, among other things, expands
the definition of “Field” to encompass all therapeutic, prophylactic, palliative and diagnostic uses, subject to the restriction
that the Company will not dose a human patient in a clinical trial of ORKA-001 for inflammatory bowel disease as part of a combination
until June 1, 2028 or as a monotherapy until June 1, 2030 (the “Monotherapy Dosing Restriction”). In the event the Company
or a licensee of Paragon’s retained rights under the License Agreement consummates a material transaction, including a
change of control of the Company or such licensee, then any remaining restrictions outside of the initial definition of “Field”
set forth in the Monotherapy Dosing Restriction shall remain in effect only until June 1, 2028 and thereafter terminate and be of no further
force or effect.

The foregoing is a brief description of the terms and conditions of
the Amendment and do not purport to be complete. The description is qualified in its entirety by reference to the complete text of the
Amendment, a copy of which is attached hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

First Amendment to IL-23 License Agreement, dated May 29, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

1