S-3 S-3 EX-FILING FEES 0000907654 Oruka Therapeutics, Inc. N/A N/A 0.0001381 0.0001381 0.0001381 0.0001381 0000907654 2026-08-21 2026-08-21 0000907654 1 2026-08-21 2026-08-21 0000907654 2 2026-08-21 2026-08-21 0000907654 3 2026-08-21 2026-08-21 0000907654 4 2026-08-21 2026-08-21 0000907654 5 2026-08-21 2026-08-21 0000907654 6 2026-08-21 2026-08-21 0000907654 7 2026-08-21 2026-08-21 0000907654 8 2026-08-21 2026-08-21 0000907654 9 2026-08-21 2026-08-21 0000907654 10 2026-08-21 2026-08-21 0000907654 11 2026-08-21 2026-08-21 0000907654 12 2026-08-21 2026-08-21 0000907654 13 2026-08-21 2026-08-21 0000907654 14 2026-08-21 2026-08-21 0000907654 15 2026-08-21 2026-08-21 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-3

Oruka Therapeutics, Inc.

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Equity Common Stock, $0.001 par value per share 457(o)
Equity Preferred Stock, $0.001 par value per share 457(o)
Other Depositary Shares 457(o)
Other Warrants 457(o)
Fees to be Paid 1 Unallocated (Universal) Shelf 457(o) $ 365,029,333.98 0.0001381 $ 50,410.55
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities Equity Common Stock, $0.001 par value per share 415(a)(6) S-3 333-290718 11/03/2025 $ 0.00
Carry Forward Securities Equity Preferred Stock, $0.001 par value per share 415(a)(6) S-3 333-290718 11/03/2025 $ 0.00
Carry Forward Securities Other Depositary Shares 415(a)(6) S-3 333-290718 11/03/2025 $ 0.00
Carry Forward Securities Other Warrants 415(a)(6) S-3 333-290718 11/03/2025 $ 0.00
Carry Forward Securities 2 Other Unallocated (Universal) Shelf 415(a)(6) $ 335,320,666.02 S-3 333-290718 11/03/2025 $ 46,307.78
Carry Forward Securities Equity Common Stock, $0.001 par value per share 415(a)(6) S-3 333-294852 04/10/2026 $ 0.00
Carry Forward Securities Equity Preferred Stock, $0.001 par value per share 415(a)(6) S-3 333-294852 04/10/2026 $ 0.00
Carry Forward Securities Other Depositary Shares 415(a)(6) S-3 333-294852 04/10/2026 $ 0.00
Carry Forward Securities Other Warrants 415(a)(6) S-3 333-294852 04/10/2026 $ 0.00
Carry Forward Securities 3 Other Unallocated (Universal) Shell 415(a)(6) $ 299,650,000.00 S-3 333-294852 04/10/2026 $ 41,381.67

Total Offering Amounts:

$ 1,000,000,000.00

$ 50,410.55

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 50,410.55

Offering Note

1

There are being registered hereunder such indeterminate number of shares of common stock, such indeterminate number of shares of preferred stock, such indeterminate number of depositary shares and such indeterminate number of warrants to purchase preferred stock or common stock as shall have an aggregate initial offering price not to exceed $1,000,000,000. The securities registered also include such indeterminate number of shares of preferred stock and common stock as may be issued upon exercise of warrants. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the ''Act''), the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. The proposed maximum aggregate offering price per class of security will be determined from time to time by Oruka Therapeutics, Inc. or the Registrant, in connection with the issuance by the Registrant of the securities registered hereunder and is not specified as to each class of security pursuant to Instruction 2.A.iii.b of the Instructions to the Calculation of Filing Fee Tables and Related Disclosure on Form S-3 under the Securities Act.

2

Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include (i) $335,320,666.02 of unsold securities (the "2025 Unsold Securities") previously registered pursuant to the Registration Statement on Form S-3 (File No. 333-290718), which became effective pursuant to Section 8(a) under the Act on November 3, 2025 (the "2025 Registration Statement") and (ii) $299,650,000.00 of unsold securities (the "2026 Unsold Securities", and together with the 2025 Unsold Securities, the "Unsold Securities") previously registered pursuant to the Registration Statement on Form S-3 (File No. 333-294852), which was declared effective on April 10, 2026 (the "2026 Registration Statement", and together with the 2025 Registration Statement, the "Prior Registration Statements"). The filing fees associated with the offerings of the Unsold Securities are hereby carried forward to be applied to the Unsold Securities registered hereunder. The registrant is also registering new securities under this registration statement with an aggregate initial offering price of $365,029,333.98 (the "New Securities"), which aggregate offering price is not specified as to each class of securities. A filing fee of $50,410.55 with respect to the New Securities is being paid in connection with the filing of this registration statement. To the extent that, after the filing date hereof and prior to the effectiveness of this registration statement, the registrant sells any Unsold Securities pursuant to the Prior Registration Statements, the registrant will identify in a pre-effective amendment to this registration statement the updated dollar amount of Unsold Securities from the Prior Registration Statements to be included in this registration statement pursuant to Rule 415(a)(6) and the updated amount of New Securities to be registered on this registration statement. Pursuant to Rule 415(a)(6), the offerings of the Unsold Securities under the Prior Registration Statements will be deemed terminated as of the date of effectiveness of this registration statement.

3

See Offering Note 2.

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims
Fee Offset Sources
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date