Oruka Therapeutics, Inc. Earnings Per Share Disclosure
14. Net Loss per Share
Basic and diluted net loss per share attributable to stockholders were calculated as follows (in thousands, except share and per share data):
| Period
from February 6, 2024 (Inception) to December 31, 2024 | ||||||||||||
| Loss Allocation | Weighted Average Shares Outstanding | Loss
Per Share, Basic and Diluted | ||||||||||
| Common Stock | $ | (65,037 | ) | 16,789,362 | $ | (3.87 | ) | |||||
| Company Series A Preferred Stock (1) | (1,918 | ) | 495 | $ | (3,873.25 | ) | ||||||
| Company Series B Preferred Stock (2) | (16,769 | ) | 51,946 | $ | (322.81 | ) | ||||||
| Net loss | $ | (83,724 | ) | |||||||||
| (1) | The weighted-average number of shares of as-converted Company Series A Preferred Stock used in the loss allocation was 495,191 for the period from February 6, 2024 (inception) to December 31, 2024. |
| (2) | The weighted-average number of shares of as-converted Company Series B Preferred Stock used in the loss allocation was 4,328,844 for the period from February 6, 2024 (inception) to December 31, 2024. |
For the computation of basic net loss per share attributable to stockholders, the amount of weighted-average shares outstanding excludes all shares of unvested restricted common stock as such shares are not considered outstanding for accounting purposes until vested. The amount of weighted-average shares outstanding includes the pre-funded warrants as the exercise price is negligible and these warrants are fully vested and exercisable.
The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to stockholders for the periods presented because including them would have had an anti-dilutive effect were as follows:
| December
31, 2024 | ||||
| Outstanding employee warrants to purchase common stock | 3,054,358 | |||
| Outstanding unvested restricted stock awards | 2,207,553 | |||
| Outstanding and issued common stock options | 1,567,760 | |||
| Outstanding and issued warrant to Paruka | 596,930 | |||
| Total | 7,426,601 | |||
About Earnings Per Share Disclosures
The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.
Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.