Orchestra BioMed Holdings, Inc S-3, filed May 15, 2024

Orchestra BioMed Holdings, Inc. (OBIO)

S-3 2024-05-15

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Added on October 19, 2026

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	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Smaller reporting company ☒
				Emerging growth company ☒

	ABOUT THIS PROSPECTUS					1
	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS					2
	WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE					4
	THE COMPANY					6
	RISK FACTORS					7
	USE OF PROCEEDS					8
	DESCRIPTION OF CAPITAL STOCK					9
	DESCRIPTION OF DEBT SECURITIES					15
	DESCRIPTION OF WARRANTS					22
	DESCRIPTION OF RIGHTS					24
	DESCRIPTION OF UNITS					25
	GLOBAL SECURITIES					26
	PLAN OF DISTRIBUTION					30
	LEGAL MATTERS					32
	EXPERTS					33

Table of Contents
	Page
About This Prospectus Supplement		S-1
Prospectus Supplement Summary		S-3
The Offering		S-4
Risk Factors		S-6
Cautionary Note Regarding Forward-Looking Statements		S-9
Use Of Proceeds		S-11
Dividend Policy		S-12
Dilution		S-13
Plan of Distribution		S-15
Legal Matters		S-17
Experts		S-18
Where You Can Find More Information		S-19
Incorporation by Reference		S-20

Assumed public offering price per share\|			$	4.88
Historical net tangible book value per share as of March 31, 2024	$	1.60
Increase in net tangible book value per share attributable to new investors participating in this offering	$	1.13
As adjusted net tangible book value per share as of March 31, 2024 after this offering			$	2.73
Dilution per share to new investors participating in this offering			$	2.15

SEC registration fee	$	44,280
FINRA filing fee	$	45,000
Printing expenses	$	(1)
Legal fees and expenses	$	(1)
Accounting fees and expenses	$	(1)
Blue Sky, qualification fees and expenses	$	(1)
Transfer agent fees and expenses	$	(1)
Trustee fees and expenses	$	(1)
Warrant agent fees and expenses	$	(1)
Miscellaneous	$	(1)
Total	$	(1)

	Exhibit Number			Description
	1.1*			Form of Underwriting Agreement.
	1.2			Open Market Sale AgreementTM, dated as of May 15, 2024, by and between Orchestra BioMed Holdings, Inc. and Jefferies LLC.
	2.1#			Agreement and Plan of Merger dated as of July 4, 2022 by and among Health Sciences Acquisitions Corporation 2, HSAC Olympus Merger Sub, Inc., and Orchestra BioMed, Inc. (incorporated by reference to Annex A-1 of Amendment No. 4 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022).
	2.2#			Amendment No. 1 to Agreement and Plan of Merger dated as of July 21, 2022 by and among Health Sciences Acquisitions Corporation 2, HSAC Olympus Merger Sub, Inc., and Orchestra BioMed, Inc.((incorporated by reference to Annex A-2 of Amendment No. 4 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022).
	2.3#			Amendment No. 2 to Agreement and Plan of Merger dated as of November 21, 2022 by and among Health Sciences Acquisitions Corporation 2, HSAC Olympus Merger Sub, Inc., and Orchestra BioMed, Inc. (incorporated by reference to Annex A-3 of Amendment No. 4 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022).

	Exhibit Number			Description
	3.1			Certificate of Incorporation of Orchestra BioMed Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on January 31, 2023).
	3.2			Bylaws of Orchestra BioMed Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on January 31, 2023).
	4.1			Form of Common Stock Warrant, issued by Orchestra BioMed, Inc. in the Formation Mergers in exchange for Caliber, BackBeat and FreeHold warrants (incorporated by reference to Exhibit 4.4 of HSAC2’s Form S-4 (File No. 333-266660)).
	4.2			Form of Amendment to Common Stock Warrant, issued by Orchestra BioMed, Inc. in the Formation Mergers in exchange for Caliber, BackBeat and FreeHold warrants (incorporated by reference to Exhibit 4.5 of HSAC2’s Form S-4 (File No. 333-266660)).
	4.3			Form of Amended and Restated Common Stock Warrant, issued by Orchestra BioMed, Inc. to designees of Aegis Capital Corp. (incorporated by reference to Exhibit 4.6 of HSAC2’s Form S-4 (File No. 333-266660)).
	4.4			Form of Special Advisory Common Stock Warrant, issued by Orchestra BioMed, Inc. to its strategic advisers, dated May 31, 2018 (incorporated by reference to Exhibit 4.7 of HSAC2’s Form S-4 (File No. 333-266660)).
	4.5			Form of Amendment to Special Advisory Common Stock Warrant, issued by Orchestra BioMed, Inc. to its strategic advisers (incorporated by reference to Exhibit 4.8 of HSAC2’s Form S-4 (File No. 333-266660)).
	4.6			Form of Common Stock Warrant, issued by Orchestra BioMed, Inc. to SLD Capital Corp., dated August 13, 2018 (incorporated by reference to Exhibit 4.9 of HSAC2’s Form S-4 (File No. 333-266660)).
	4.7			Form of Amendment to Common Stock Warrant, issued by Orchestra BioMed, Inc. to SLD Capital Corp. (incorporated by reference to Exhibit 4.10 of HSAC2’s Form S-4 (File No. 333-266660)).
	4.8			Investors’ Rights Agreement, by and among Orchestra BioMed, Inc. and the investors listed on Schedule A thereto, dated May 31, 2018 (incorporated by reference to Exhibit 4.11 of HSAC2’s Form S-4 (File No. 333-266660)).
	4.9			Form of Subscription Agreement for shares of Orchestra BioMed, Inc. Series B-1 Preferred Stock (incorporated by reference to Exhibit 4.12 of HSAC2’s Form S-4 (File No. 333-266660)).
	4.10			Common Stock Warrant, issued by Orchestra BioMed, Inc. to Avenue Venture Opportunities Fund, L.P., dated June 3, 2022 (incorporated by reference to Exhibit 4.14 of HSAC2’s Form S-4 (File No. 333-266660)).
	4.11			Common Stock Warrant, issued by Orchestra BioMed, Inc. to Avenue Venture Opportunities Fund II, L.P., dated June 3, 2022 (incorporated by reference to Exhibit 4.15 of HSAC2’s Form S-4 (File No. 333-266660)).
	4.12			Form of Officer and Director Warrant issued pursuant to the Merger Agreement (incorporated by reference to Exhibit 4.16 of HSAC2’s Form S-4 (File No. 333-266660)).
	4.13			Amended & Restated Warrant issued to HSAC 2 Holdings, LLC, dated January 25, 2023 (incorporated by reference to Exhibit 4.14 to the Current Report on Form 8-K filed with the SEC on January 31, 2023).
	4.14			Common Stock Warrant, issued by Orchestra BioMed Holdings, Inc. to Avenue Venture Opportunities Fund, L.P., dated October 6, 2023 (incorporated by reference to Exhibit 4.14 to the Company’s Form S-1 (File No. 333-274924), filed with the SEC on October 10, 2023).
	4.15			Common Stock Warrant, issued by Orchestra BioMed Holdings, Inc. to Avenue Venture Opportunities Fund II, L.P., dated October 6, 2023 (incorporated by reference to Exhibit 4.15 to the Company’s Form S-1 (File No. 333-274924), filed with the SEC on October 10, 2023).
	4.16*			Form of Specimen Certificate Representing Preferred Stock.

	Exhibit Number			Description
	4.17			Form of Indenture.
	4.18*			Form of Note.
	4.19*			Form of Warrant.
	4.20*			Form of Warrant Agreement.
	4.20*			Form of Rights Agreement and Rights Certificate
	4.21*			Form of Unit Agreement.
	5.1			Opinion of Paul Hastings LLP.
	23.1			Consent of Paul Hastings LLP (included in Exhibit 5.1).
	23.2			Consent of Ernst & Young LLP, independent registered public accounting firm of Orchestra BioMed Holdings, Inc.
	25.1**			Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of Debt Trustee (to be filed prior to any issuance of Debt Securities).
	107			Filing Fee Table.

SIGNATURE	TITLE	DATE
/s/ David Hochman David Hochman	Chief Executive Officer and Director (Principal Executive Officer)	May 15, 2024
/s/ Andrew Taylor Andrew Taylor	Chief Financial Officer (Principal Financial Officer)	May 15, 2024
/s/ Joshua Aiello Joshua Aiello	Corporate Controller (Principal Accounting Officer)	May 15, 2024
/s/ Jason Aryeh Jayson Aryeh	Director	May 15, 2024

Very truly yours,

ORCHESTRA BIOMED HOLDINGS, INC.

By:	/s/ David P. Hochmann
	Name:	David P. Hochman
	Title:	Chief Executive Officer and Chairman of the Board of Directors

By:	/s/ Michael Magarro
	Name:	Michael Magarro
	Title:	Managing Director

$

Number of days in selling period:

First date of selling period:

Last date of selling period:

The Company

David Hochman	Chief Executive Officer

Darren Sherman	President

Andrew Taylor	Chief Financial Officer

The Agent

Michael Robinson	Managing Director

Michael Magarro	Managing Director

		Page

Article I. DEFINITIONS AND INCORPORATION BY REFERENCE		1

Section 1.1.	Definitions	1

Section 1.2.	Other Definitions	4

Section 1.3.	Incorporation by Reference of Trust Indenture Act	4

Section 1.4.	Rules of Construction	5

Article II. THE SECURITIES		5

Section 2.1.	Issuable in Series	5

Section 2.2.	Establishment of Terms of Series of Securities	6

Section 2.3.	Execution and Authentication	8

Section 2.4.	Registrar, Paying Agent and Notice Agent	9

Section 2.5.	Paying Agent to Hold Money in Trust	10

Section 2.6.	Holder Lists	10

Section 2.7.	Transfer and Exchange	10

Section 2.8.	Mutilated, Destroyed, Lost and Stolen Securities	11

Section 2.9.	Outstanding Securities	11

Section 2.10.	Treasury Securities	12

Section 2.11.	Temporary Securities	12

Section 2.12.	Cancellation	12

Section 2.13.	Defaulted Interest	13

Section 2.14.	Global Securities	13

Section 2.15.	CUSIP Numbers	15

Article III. REDEMPTION		15

Section 3.1.	Notice to Trustee	15

Section 3.2.	Selection of Securities to be Redeemed	16

Section 3.3.	Notice of Redemption	16

Section 3.4.	Effect of Notice of Redemption	17

		Page

Section 3.5.	Deposit of Redemption Price	17

Section 3.6.	Securities Redeemed in Part	17

Article IV. COVENANTS		17

Section 4.1.	Payment of Principal and Interest	17

Section 4.2.	SEC Reports	17

Section 4.3.	Compliance Certificate	18

Section 4.4.	Stay, Extension and Usury Laws	18

Article V. SUCCESSORS		18

Section 5.1.	When Company May Merge, Etc.	18

Section 5.2.	Successor Corporation Substituted	19

Article VI. DEFAULTS AND REMEDIES		19

Section 6.1.	Events of Default	19

Section 6.2.	Acceleration of Maturity; Rescission and Annulment	21

Section 6.3.	Collection of Indebtedness and Suits for Enforcement by Trustee	21

Section 6.4.	Trustee May File Proofs of Claim	22

Section 6.5.	Trustee May Enforce Claims Without Possession of Securities	23

Section 6.6.	Application of Money Collected	23

Section 6.7.	Limitation on Suits	23

Section 6.8.	Unconditional Right of Holders to Receive Principal and Interest	24

Section 6.9.	Restoration of Rights and Remedies	24

Section 6.10.	Rights and Remedies Cumulative	24

Section 6.11.	Delay or Omission Not Waiver	25

Section 6.12.	Control by Holders	25

Section 6.13.	Waiver of Past Defaults	25

Section 6.14.	Undertaking for Costs	26

Article VII. TRUSTEE		26

Section 7.1.	Duties of Trustee	26

Section 7.2.	Rights of Trustee	27

Section 7.3.	Individual Rights of Trustee	29

§ 310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	Not Applicable
(a)(4)	Not Applicable
(a)(5)	7.10
(b)	7.10
§ 311(a)	7.11
(b)	7.11
§ 312(a)	2.6
(b)	10.3
(c)	10.3
§ 313(a)	7.6
(b)(1)	7.6
(b)(2)	7.6
(c)(1)	7.6
(d)	7.6
§ 314(a)	4.2, 10.5
(b)	Not Applicable
(c)(1)	10.4
(c)(2)	10.4
(c)(3)	Not Applicable
(d)	Not Applicable
(e)	10.5
(f)	Not Applicable
§ 315(a)	7.1
(b)	7.5
(c)	7.1
(d)	7.1
(e)	6.14
§ 316(a)	2.10
(a)(1)(A)	6.12
(a)(1)(B)	6.13
(b)	6.8
§ 317(a)(1)	6.3
(a)(2)	6.4
(b)	2.5
§ 318(a)	10.1

TERM	DEFINED IN SECTION
“Agent Member”	2.14.6
“Bankruptcy Law”	6.1
“Custodian”	6.1
“Event of Default”	6.1
“Judgment Currency”	10.16
“mandatory sinking fund payment”	11.1
“New York Banking Day”	10.16
“Notice Agent”	2.4
“optional sinking fund payment”	11.1
“Paying Agent”	2.4
“Registrar”	2.4
“Required Currency”	10.16
“Specified Courts”	10.10
“successor person”	5.1

		Page

Section 7.4.	Trustee’s Disclaimer	29

Section 7.5.	Notice of Defaults	29

Section 7.6.	Reports by Trustee to Holders	29

Section 7.7.	Compensation and Indemnity	29

Section 7.8.	Replacement of Trustee	30

Section 7.9.	Successor Trustee by Merger, Etc.	31

Section 7.10.	Eligibility; Disqualification	31

Section 7.11.	Preferential Collection of Claims Against Company	32

Article VIII. SATISFACTION AND DISCHARGE; DEFEASANCE		32

Section 8.1.	Satisfaction and Discharge of Indenture	32

Section 8.2.	Application of Trust Funds; Indemnification	33

Section 8.3.	Legal Defeasance of Securities of any Series	34

Section 8.4.	Covenant Defeasance	35

Section 8.5.	Repayment to Company	36

Section 8.6.	Reinstatement	37

Article IX. AMENDMENTS AND WAIVERS		37

Section 9.1.	Without Consent of Holders	37

Section 9.2.	With Consent of Holders	38

Section 9.3.	Limitations	38

Section 9.4.	Compliance with Trust Indenture Act	39

Section 9.5.	Revocation and Effect of Consents	39

Section 9.6.	Notation on or Exchange of Securities	39

Section 9.7.	Trustee Protected	40

Article X. MISCELLANEOUS		40

Section 10.1.	Trust Indenture Act Controls	40

Section 10.2.	Notices	40

Section 10.3.	Communication by Holders with Other Holders	41

Section 10.4.	Certificate and Opinion as to Conditions Precedent	42

Section 10.5.	Statements Required in Certificate or Opinion	42

Section 10.6.	Rules by Trustee and Agents	42

Section 10.7.	Legal Holidays	42

Section 10.8.	No Recourse Against Others	43

Section 10.9.	Counterparts	43

Section 10.10.	Governing Law; Waiver of Jury Trial; Consent to Jurisdiction	43

Section 10.11.	No Adverse Interpretation of Other Agreements	44

Section 10.12.	Successors	44

Section 10.13.	Severability	44

Section 10.14.	Table of Contents, Headings, Etc	44

Section 10.15.	Securities in a Foreign Currency	44

Section 10.16.	Judgment Currency	45

Section 10.17.	Force Majeure	45

Section 10.18.	U.S.A. Patriot Act	46

Article XI. SINKING FUNDS		46

Section 11.1.	Applicability of Article	46

Section 11.2.	Satisfaction of Sinking Fund Payments with Securities	46

Section 11.3.	Redemption of Securities for Sinking Fund	47