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- 8-K Current report
- 3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company, Effective August 29, 2024
- 3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company, Effective August 29, 2024
- 3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company, Effective August 29, 2024
- 3.4 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company, Effective September 3, 2024
- 3.5 Amended and Restated Certificate of Incorporation of the Company, Filed September 3, 2024
- 3.6 Amended and Restated Bylaws of the Company
- 3.8 Form of Certificate of Elimination of Certificate of Designation of Preferences, Rights and Limitations of Series a Convertible Preferred Stock, Effective August 29, 2024
- 3.9 Form of Certificate of Designation of Preferences, Rights and Limitations of Series B Non-voting Convertible Preferred Stock, Effective August 29, 2024
- 10.10 Oruka Therapeutics, Inc. 2024 Stock Incentive Plan
- 10.11 Oruka Therapeutics, Inc. 2024 Employee Stock Purchase Plan
- 10.13 Second Amendment to Amended and Restated Oruka Therapeutics, Inc. 2024 Equity Incentive Plan, Effective As of May 7, 2024
- 10.16 Form of Employee Warrant Agreement
- 10.25 Consulting Agreement, Effective As of August 30, 2024, by and Between Oruka Therapeutics, Inc. and Jeff Dekker
- 14.1 Code of Business Conduct and Ethics of Oruka Therapeutics, Inc
- 16.1 Letter from KPMG LLP, Dated September 5, 2024
- 21.1 List of Subsidiaries of Oruka Therapeutics, Inc
- 99.1 Press Release, Issued on September 3, 2024
- 99.2 Audited Financial Statement of Oruka Therapeutics, Inc. As of February 6, 2024
- 99.3 Unaudited Interim Condensed Consolidated Financial Statements of Oruka Therapeutics, Inc. for the Three Months Ended June 30, 2024 and the Period from February 6, 2024 (Inception) to June 30, 2024
- 99.4 Management's Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended June 30, 2024 and the Period from February 6, 2024 (Inception) to June 30, 2024
- 99.5 Unaudited Pro Forma Financial Statements of Oruka Therapeutics, Inc. and Arca Biopharma, Inc. As of June 30, 2024 and for the Six Months Ended June 30, 2024, As Well As for the Year Ended December 31, 2023
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- 13 Sep 24 Oruka Therapeutics Announces $200 Million Private Placement
- 5 Sep 24 Oruka Therapeutics Announces Closing of Merger with ARCA biopharma and Previously Announced Private Placement of $275 Million
- 26 Aug 24 ARCA biopharma Provides Update Regarding Special Dividend Amount in Connection with the Proposed Merger with Oruka Therapeutics
- 23 Aug 24 ARCA biopharma Announces 1-for-12 Reverse Stock Split in Connection with the Proposed Merger with Oruka Therapeutics
- 16 Aug 24 ARCA biopharma Declares Special Dividend in Connection with the Proposed Merger with Oruka Therapeutics
Exhibit 3.3
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ARCA BIOPHARMA, INC.
ARCA biopharma, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that:
1. The name of the Corporation is ARCA biopharma, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 16, 2004 under the name “Nuvelo Merger Sub, Inc.”
2. The Board of Directors (the “Board”) of the Corporation duly adopted resolutions proposing to amend the Certificate of Incorporation of the Corporation (the “Amendment”), declaring the Amendment to be advisable and in the best interests of the Corporation and its stockholders, which resolution setting forth the proposed Amendment is as follows:
Article I of the Corporation’s Amended and Restated Certificate of Incorporation is hereby amended and restated in its entirety as follows:
“The name of this corporation is Oruka Therapeutics, Inc. (the “Corporation”).”
3. This Certificate of Amendment shall become effective on August 29, 2024 at 4:05 p.m. Eastern Time.
[Signature Page Follows]
IN WITNESS WHEREOF, this Certificate of Amendment is duly executed by the undersigned officer of the Corporation on August 29, 2024.
By: | /s/ C. Jeffrey Dekker | |
Name: | C. Jeffrey Dekker | |
Title: | Chief Financial Officer |