ARCA Biopharma Inc. (Nasdaq: ABIO), a Westminster company known for its focus on genetically targeted therapies for cardiovascular diseases, has announced a significant update regarding its corporate strategy and planned merger with Oruka Therapeutics Inc.
As part of the merger, ARCA plans to divest its legacy technology and intellectual property, including assets related to Gencaro (bucindolol hydrochloride) and Recombinant Nematode Anticoagulant Protein c2 (rNAPc2). This divestiture is contingent on stockholder approval and is expected to occur concurrently with or just before the merger’s closing. If ARCA finalizes the sale or other disposition of these legacy assets before the merger, the net proceeds will be factored into the company’s net cash at closing.
The future of ARCA’s operations hinges on the successful completion of this merger, and there is no guarantee that it will be finalized. Should the merger fall through, ARCA may consider other strategic alternatives or potentially dissolution and liquidation.
In April 2024, ARCA signed a merger agreement with Oruka Therapeutics Inc. and two affiliated entities, Atlas Merger Sub Corp. and Atlas Merger Sub II LLC. Under the agreement, Atlas Merger Sub Corp. will merge with Oruka, making Oruka a wholly owned subsidiary of ARCA. Subsequently, this subsidiary will merge with Atlas Merger Sub II LLC, which will also become a wholly owned ARCA subsidiary. The merger is structured to qualify as a tax-free reorganization under federal tax laws.
The merger follows ARCA’s formation of a Special Committee in April 2022 to explore strategic alternatives, including potential mergers, acquisitions and asset sales. The company has been actively pursuing these options to optimize its portfolio and enhance value.
Further details on the merger have been filed with the U.S. Securities and Exchange Commission, including a Current Report on Form 8-K and a registration statement on Form S-4, which contains a definitive proxy statement and prospectus.