Orchestra BioMed Holdings, Inc S-3, filed Oct 31, 2025
Orchestra BioMed Holdings, Inc. (OBIO)
As filed with the Securities and Exchange Commission on October 31, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ORCHESTRA BIOMED HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 92-2038755 |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification Number) |
150 Union Square Drive
New Hope, Pennsylvania 18938
(215) 862-5797
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
David P. Hochman
150 Union Square Drive
New Hope, Pennsylvania 18938
(215) 862-5797
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Samuel Waxman, Esq.
Yariv Katz, Esq.
Keith Pisani, Esq.
Paul Hastings LLP
200 Park Avenue
New York, NY 10016
Tel: (212) 318-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ |
| Non-accelerated filer x | Smaller reporting company x |
| Emerging growth company x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
This Registration Statement shall hereafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933.
The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold or issued until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and does not constitute the solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, Dated October 31, 2025.
PROSPECTUS
ORCHESTRA BIOMED HOLDINGS, INC.
Up to 8,027,890 Shares of Common Stock
This prospectus relates to the offer and sale from time to time by the selling stockholders named in this prospectus (including their permitted transferees, donees, pledgees and other successors-in-interest) (collectively, the “Selling Stockholders”) of up to an aggregate of 8,027,890 shares (the “Shares”) of common stock, $0.0001 par value per share (“Common Stock”), of Orchestra BioMed Holdings, Inc., a Delaware corporation (“Orchestra” or the “Company”), which consists of up to:
| · | 4,209,709 Shares issued to Covidien Group S.à.r.l. (an affiliate of Medtronic plc) (“Covidien”) in private placements that closed on August 4, 2025 and August 28, 2025 (the “Medtronic Private Placements”); |
| · | 1,818,181 Shares issued to Ligand Pharmaceuticals Incorporated (“Ligand”) in a private placement that closed on August 4, 2025 (the “Ligand Private Placement” and, together with the Medtronic Private Placements, the “Private Placements”); and |
| · | 2,000,000 Shares issuable upon the exercise of a Common Stock purchase warrant dated August 4, 2025, with an exercise price of $3.67 per share of Common Stock, issued to Ligand (the “Ligand Warrant”) pursuant to a Revenue Participation Right Purchase and Sale Agreement, dated as of July 31, 2025 (the “Revenue Purchase and Sale Agreement”). |
Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 4 of this prospectus.
We are an “emerging growth company” under applicable federal securities laws and therefore subject to reduced public company reporting requirements.
Our Common Stock is listed on The Nasdaq Global Market under the symbol “OBIO.” On October 30, 2025, the last reported sale price of our Common Stock on The Nasdaq Global Market was $4.01 per share.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2025.
TABLE OF CONTENTS
On October 31, 2025, we filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3 (the “Registration Statement”), of which this prospectus forms a part, using the “shelf” registration process. Under this shelf registration process, the Selling Stockholders may, from time to time, sell the securities offered by them as described in this prospectus.
Neither we nor the Selling Stockholders have authorized any dealer, agent or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus and, if applicable, any accompanying prospectus supplement or any free writing prospectus. Neither we nor the Selling Stockholders take any responsibility for, and provide no assurance as to the reliability of, any other information that others may give you. This prospectus and, if applicable, any accompanying prospectus supplement or any free writing prospectus, do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the Shares, nor do this prospectus and, if applicable, any accompanying prospectus supplement or any free writing prospectus constitute an offer to sell or the solicitation of an offer to buy the Shares in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus and, if applicable, any accompanying prospectus supplement or any free writing prospectus, is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and, if applicable, any accompanying prospectus supplement or any free writing prospectus, is delivered or securities are sold on a later date.
We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
Except for documents specifically incorporated by reference into this prospectus, references to information included on websites, or accessible through, websites do not constitute incorporation by reference of the information contained at or available through such websites, and you should not consider such information to be part of this prospectus.
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Please carefully read this prospectus together with the additional information described below under “Incorporation of Certain Information by Reference”.
For Investors Outside the United States: The Selling Stockholders are offering to sell, and seeking offers to buy, the Shares offered by this prospectus only in jurisdictions where offers and sales are permitted. Neither we nor the Selling Stockholders have done anything that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities offered by this prospectus and the distribution of this prospectus outside the United States.
As used in this prospectus, unless the context otherwise requires, references to the “Company,” “Orchestra,” “we,” “us” and “our” refer to Orchestra BioMed Holdings, Inc. and its consolidated subsidiaries.
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This summary highlights selected information included in this prospectus and does not contain all of the information that may be important to you in making an investment decision. This summary is qualified in its entirety by the more detailed information included or incorporated by reference in this prospectus. Before making your investment decision with respect to our Common Stock, you should carefully read this entire prospectus, including the information referred to under “Risk Factors” and “Incorporation of Certain Information by Reference” and the financial statements incorporated by reference into this prospectus.
Company Overview
We are a biomedical innovation company accelerating high-impact technologies to patients through risk-reward sharing partnerships with leading medical device companies. Our partnership-enabled business model focuses on forging strategic collaborations with leading medical device companies to drive successful global commercialization of products we develop. We are led by a highly accomplished, multidisciplinary management team and a board of directors (our “Board”) with extensive experience in all phases of therapeutic device development. Our business was formed in 2018 by assembling a pipeline of multiple late-stage clinical product candidates originally developed by our founding team.
Our flagship product candidates are Atrioventricular Interval Modulation (“AVIM”) Therapy for the treatment of hypertension (“HTN”), the leading risk factor for death worldwide, and Virtue® Sirolimus AngioInfusion™ Balloon (“Virtue SAB”) for the treatment of atherosclerotic artery disease, the leading cause of mortality worldwide. We have an exclusive license and collaboration agreement with Medtronic Inc. (an affiliate of Medtronic plc) (“Medtronic”) for the development and commercialization of AVIM Therapy for the treatment of uncontrolled HTN in patients indicated for a cardiac pacemaker (as amended, the “Medtronic Agreement”). We are actively conducting a double-blind, randomized, global pivotal study (the “BACKBEAT study”), enrolling up to 500 patients with uncontrolled hypertension who are indicated for a Medtronic dual-chamber pacemaker. We currently estimate completion of enrollment of the BACKBEAT study in mid-2026. We recently initiated patient enrollments in the Virtue SAB in the Treatment of Coronary In-Stent Restenosis (ISR) Trial (the “Virtue Trial”), the Company’s U.S. investigational device exemption (“IDE”) pivotal study randomizing Virtue SAB vs. Boston Scientific Corporation’s AGENT™ drug coated balloon. Designed to support regulatory approval of Virtue SAB, the Virtue Trial is expected to enroll 740 patients in the United States with enrollment completion currently planned for mid-2027. We cannot provide assurance that we will be able to complete enrollment of the BACKBEAT study or the Virtue Trial in the timeframes we anticipate.
Corporate Information
On January 26, 2023, we consummated the previously announced business combination contemplated by the Agreement and Plan of Merger, dated as of July 4, 2022 (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated July 21, 2022, and Amendment No. 2 to Agreement and Plan of Merger, dated November 21, 2022, the “Merger Agreement”), by and among Health Sciences Acquisitions Corporation 2, a special purpose acquisition company incorporated as a Cayman Islands exempted company in 2020 (“HSAC2”), HSAC Olympus Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of HSAC2 (“Merger Sub”), and Orchestra BioMed, Inc. (“Legacy Orchestra”). Pursuant to the Merger Agreement, (i) HSAC2 deregistered in the Cayman Islands in accordance with the Companies Act (2022 Revision) (As Revised) of the Cayman Islands and domesticated as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law (the “Domestication”) and (ii) Merger Sub merged with and into Legacy Orchestra, with Legacy Orchestra as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of Orchestra (the “Merger” and, together with the Domestication and the other transactions contemplated by the Merger Agreement, the “Business Combination”). As part of the Domestication, the Company’s name was changed from “Health Sciences Acquisitions Corporation 2” to “Orchestra BioMed Holdings, Inc.”
Our principal executive office is located at 150 Union Square Drive, New Hope, PA 18938, and our telephone number is (215) 862-5797. Our website address is www.orchestrabiomed.com. Except for documents specifically incorporated by reference into this prospectus, we do not incorporate the information on or accessible through our website into this prospectus, and you should not consider such information to be part of this prospectus.
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| Common stock offered by the Selling Stockholders: | Up to 8,027,890 Shares, consisting of up to:
· 4,209,709 Shares issued to Covidien in the Medtronic Private Placements; · 1,818,181 Shares issued to Ligand in the Ligand Private Placement; and · 2,000,000 Shares that could be issued upon the exercise of the Ligand Warrant.
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| Common Stock Outstanding: | 56,464,731 shares (as of October 27, 2025).(1)
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| Use of Proceeds: | We will not receive any proceeds from the sale of Shares by the Selling Stockholders, except with respect to amounts received by us upon the exercise of the Ligand Warrant for cash, if any. See “Use of Proceeds.”
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| Risk Factors: | Investing in our Common Stock involves significant risks. See “Risk Factors” beginning on page 4 of this prospectus and under similar headings in the documents incorporated by reference into this prospectus for a discussion of the factors you should carefully consider before deciding to invest in our Common Stock.
|
| Market for the Common Stock: | Our Common Stock is currently traded on the Nasdaq Global Market under the symbol “OBIO”. |
(1) Excludes as of October 27, 2025:
| · | 5,136,363 shares of Common Stock issuable upon the exercise of pre-funded warrants at an exercise price of $0.0001 per share; |
| · | 2,000,000 shares of Common Stock issuable upon exercise of the Ligand Warrant; |
| · | 2,323,416 shares of Common Stock issuable upon the exercise of stock options outstanding as of October 27, 2025 under the Orchestra BioMed Holdings, Inc. 2023 Equity Incentive Plan (the “2023 Plan”) at a weighted average exercise price of $4.56 per share; |
| · | 4,809,970 shares of Common Stock issuable upon the exercise of stock options outstanding as of October 27, 2025 under the Orchestra BioMed, Inc. 2018 Stock Incentive Plan (the “2018 Plan”) at a weighted average exercise price of $7.05 per share; |
| · | 2,627,131 shares of Common Stock issuable upon the vesting of restricted stock units outstanding under the 2023 Plan; |
| · | up to 151,969 shares of Common Stock available for future issuance under the 2023 Plan (which number does not include a possible annual increase on January 1 of each year ending on (and including) January 1, 2032, in an amount equal to the lesser of (i) 4.8% of the total number of shares of our Common Stock outstanding on December 31 of the immediately preceding year, (ii) 3,036,722 shares of our Common Stock, and (iii) such number of shares of our Common Stock determined by our Board or the compensation committee of our Board prior to January 1st of a given year); |
| · | approximately 4,000,000 shares of our Common Stock to be issued as part of the Business Combination if certain earnout milestones are achieved; |
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| · | 750,000 shares of our Common Stock issuable upon the exercise of the 750,000 private placement warrants, with an exercise price of $11.50 per share issued in a private placement to HSAC 2 Holdings, LLC, the sponsor (the “Sponsor”) of HSAC2 in connection with the initial public offering of HSAC2; |
| · | 660,000 shares of our Common Stock issuable upon the exercise of 660,000 warrants, with an exercise price of $11.50 per share that were issued to certain officers and directors of the Company (the “Officer and Director Warrants”) in connection with the forfeiture of 750,000 HSAC2 Warrants by the Sponsor as part of the Business Combination (90,000 of the initial 750,000 Officer and Director Warrants were forfeited in connection with the departure of Orchestra’s former Chief Financial Officer and one Orchestra director); |
| · | 507,841 shares of our Common Stock issuable upon the exercise of 507,841 private warrants, with a weighted average exercise price of $9.01 per share, issued in connection with the Business Combination in exchange for warrants issued by Orchestra BioMed, Inc., the Company’s predecessor and now a wholly owned subsidiary of the Company; |
| · | up to 27,707 shares of our Common Stock issuable upon the exercise of warrants issued to certain historical lenders of the Company with an exercise price of $7.67 per share; |
| · | up to 167,598 shares of Common Stock issuable upon the exercise of warrants issued to certain lenders of the Company with an exercise price of $3.58 per share; and |
| · | up to 60,000 shares of our Common Stock issuable upon the exercise of warrants issued to certain non-employee consultants of the Company with an exercise price of $4.69 per share. |
Unless otherwise indicated, all information in this prospectus assumes no exercise of outstanding stock options or warrants, or vesting of restricted stock units described above.
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Investing in our Common Stock involves risks. Before you make a decision to buy our Common Stock, in addition to the risks and uncertainties discussed below under “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the specific risks set forth under the heading “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and under the heading “Item 1A. Risk Factors” in our subsequently filed Quarterly Reports on Form 10-Q, together with all information contained in this prospectus and any applicable prospectus supplement, and in other documents that are incorporated by reference herein. If any of these risks is realized, our business, financial condition, results of operations and prospects could be materially and adversely affected. In that event, the trading price of our Common Stock could decline and you could lose part or all of your investment. Additional risks and uncertainties that are not yet identified or that we currently believe to be immaterial may also materially harm our business, financial condition, results of operations and prospects and could result in a complete loss of your investment.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, the documents that we incorporate by reference herein and any related free writing prospectus contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but are not always, made through the use of words or phrases such as “may,” “will,” “could,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” “continue,” and similar expressions, or the negative of these terms, or similar expressions.
Accordingly, these statements involve estimates, assumptions, risks and uncertainties which could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this prospectus and the documents incorporated by reference herein, and, in particular, those factors referenced in the section “Risk Factors” in such documents.
This prospectus and the documents incorporated by reference herein contain forward-looking statements that are based on our management’s belief and assumptions and on information available to our management as of their respective dates. These statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:
| · | our ability to raise financing in the future, including our ability to borrow additional funds under our current debt financing arrangement; |
| · | our success in retaining or recruiting, or changes required in, our officers, key employees or directors; |
| · | our ability and/or the ability of third-party vendors and partners to manufacture our product candidates; |
| · | our ability to source critical components or materials for the manufacture of our product candidates; |
| · | our ability to achieve and sustain profitability; |
| · | our ability to achieve our projected development and commercialization goals; |
| · | the rate of progress, costs and results of our clinical studies and research and development activities, including, among other things, the date by which we expect to complete enrollment of our BACKBEAT global pivotal study; |
| · | market acceptance of our product candidates, if approved; |
| · | our ability to compete successfully with larger companies in a highly competitive industry; |
| · | changes in our operating results, which make future operations results difficult to predict; |
| · | serious adverse events, undesirable side effects that could halt the clinical development, regulatory approval or certification, of our product candidates; |
| · | our ability to manage growth or control costs related to growth; |
| · | economic conditions that may adversely affect our business, financial condition and stock price; |
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| · | our reliance on third parties to drive successful marketing and sale of our initial product candidates, if approved; |
| · | our reliance on third parties to manufacture and provide important materials and components for our products and product candidates; |
| · | our and our partners’ abilities to obtain necessary regulatory approvals and certifications for our product candidates in an uncomplicated and inexpensive manner; |
| · | our ability to maintain compliance with regulatory and post-marketing requirements; |
| · | adverse medical events, failure or malfunctions in connection with our product candidates and possible subjection to regulatory sanctions; |
| · | healthcare costs containment pressures and legislative or administrative reforms which affect coverage and reimbursement practices of third-party payors; |
| · | our ability to protect or enforce our intellectual property, unpatented trade secrets, know-how and other proprietary technology; |
| · | our ability to obtain necessary intellectual property rights from third parties; |
| · | our ability to protect our trademarks, trade names and build our names recognition; |
| · | our ability to maintain the listing of our Common Stock on The Nasdaq Stock Market LLC (“Nasdaq”); |
| · | the success of our licensing agreements; and |
| · | our public securities’ liquidity and trading. |
These forward-looking statements are neither promises nor guarantees of future performance due to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those indicated by these forward-looking statements, including, without limitation the risk factors and cautionary statements described in other documents that we file from time to time with the SEC, specifically under the heading “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and under the heading “Item 1A. Risk Factors” in any subsequently filed Quarterly Report on Form 10-Q.
The forward-looking statements in this prospectus and the documents incorporated by reference herein represent our views as of their respective dates. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we assume no obligation to update or revise any forward-looking statements except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the dates on which they were made.
This prospectus and the documents incorporated by reference herein also contain estimates, projections and other information concerning our industry, our business, and the markets for certain diseases, including data regarding the estimated size of those markets, and the incidence and prevalence of certain medical conditions. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources.
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We will receive no proceeds from the sale of the Shares by the Selling Stockholders. The Selling Stockholders will pay any underwriting discounts, selling commissions or transfer taxes incurred in disposing of the Shares and the expenses of any attorney or other advisor they decide to employ. We will bear all other costs, fees and expenses incurred in effecting the registration of the Shares, which may include, without limitation, all registration, filing, stock exchange fees, printing expenses, all fees and expenses of complying with applicable securities laws and the fees and disbursements of our counsel and of our independent accountants.
We will receive up to an aggregate of approximately $7.3 million from the exercise of the Ligand Warrant, assuming the exercise in full of the Ligand Warrant for cash, but we will not receive any proceeds from the sale of the Shares issuable upon such exercise. We expect to use the net proceeds from the exercise of the Ligand Warrant for cash, if any, for working capital and general corporate purposes, which may include research and development expenditures, regulatory affairs expenditures, clinical trial expenditures, capital expenditures, acquisitions of new technologies and investments, business combinations and the repayment, refinancing, redemption or repurchase of indebtedness or capital stock. However, we have not designated any specific uses and have no current agreement with respect to any acquisition or strategic transaction. As of the date of this prospectus, we cannot specify with certainty all of the particular uses, and the respective amounts we may allocate to those uses, for any proceeds we may receive from the exercise of the Ligand Warrant for cash. Accordingly, we will retain broad discretion over the use of these proceeds. Pending our use of the proceeds as described above, we intend to invest such proceeds in interest-bearing instruments. There is no assurance that the holder of the Ligand Warrant will elect to exercise any or all of the Ligand Warrant. As of the date of this prospectus, the Ligand Warrant is “out-of-the money,” which means that the trading price of the Common Stock underlying the Ligand Warrant is below the $3.67 exercise price of the Ligand Warrant. For so long as the Ligand Warrant remains “out-of-the money,” we do not expect the holder of the Ligand Warrant to exercise the Ligand Warrant. Therefore, any cash proceeds that we may receive in relation to the exercise of the Ligand Warrant for cash will be dependent on the trading price of our Common Stock. If the Ligand Warrant is exercised on a “cashless basis,” we will not receive any cash proceeds from the exercise of the Ligand Warrant.
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This prospectus relates to the offer and sale from time to time by the Selling Stockholders of up to an aggregate of 8,027,890 Shares, which consists of up to:
| · | 4,209,709 Shares issued to Covidien in the Medtronic Private Placements; |
| · | 1,818,181 Shares issued to Ligand in the Ligand Private Placement; and |
| · | 2,000,000 Shares issuable upon the exercise of the Ligand Warrant. |
Revenue Purchase and Sale Agreement with Ligand and Ligand Private Placement
Under the terms of the Revenue Purchase and Sale Agreement, in exchange for payment of $35.0 million (the “Investment Amount”), less certain reimbursable expenses, Ligand acquired from us the right to receive tiered revenue payments (the “Revenue Interest”) with respect to revenue (including certain licensing revenue) received by us in a calendar year in connection with worldwide net product sales, or other product revenue received by us and our licensees (“Annual Net Sales”), of (a) AVIM therapy (the “Primary Product”) and (b) Virtue SAB (the “Secondary Product” and together with the Primary Product, the “Products”) in the field of coronary artery treatment.
Pursuant to the Revenue Purchase and Sale Agreement, the Investment Amount shall be paid in two tranches: (i) $20.0 million was paid on August 4, 2025 and (ii) $15.0 million is payable on May 1, 2026 (the “Second Installment”), provided certain conditions have been met.
In connection with the sale of the Revenue Interest, and pursuant to the terms of the Revenue Purchase and Sale Agreement, on August 4, 2025, we issued the Ligand Warrant to Ligand. The exercise price of the Ligand Warrant and the number of Shares issuable upon exercise of the Ligand Warrant is subject to adjustments for stock splits, combinations, stock dividends or similar events. Pursuant to the terms of the Ligand Warrant, the Ligand Warrant shall vest and become exercisable as follows: (i) 1,142,857 of the Shares issuable upon exercise of the Ligand Warrant (the “First Tranche Ligand Warrant Shares”) vested upon issuance; however, the Ligand Warrant may not be exercised before February 4, 2026, and (ii) 857,143 of the Shares issuable upon exercise of the Ligand Warrant will vest on the date of payment of the Second Installment (the “Second Tranche Ligand Warrant Shares”). In the event that the Second Installment is not paid, the Ligand Warrant shall only be exercisable with respect to the First Tranche Ligand Warrant Shares. The Ligand Warrant is exercisable for ten years from the date of issuance.
Concurrent with the execution of the Revenue Purchase and Sale Agreement, Ligand also agreed to purchase $5.0 million of shares of Common Stock in the Ligand Private Placement, at a purchase price per share equal to the public offering price per share in our next public offering of our equity securities. Ligand purchased 1,818,181 shares of Company Common Stock a purchase price of $2.75 per share in the Ligand Private Placement in connection with the closing of our public offering of Common Stock on August 4, 2025 (the “Public Offering”).
Overlapping Director Between Orchestra and Ligand
Jason Aryeh is an independent director, as such term is defined under the rules of Nasdaq (an “Independent Director”), of Orchestra, and he is also an Independent Director of Ligand.
Purchase of Shares by Medtronic and Loan Agreement with Medtronic
On July 31, 2025, we and our wholly-owned subsidiaries, Legacy Orchestra and BackBeat Medical, LLC, entered into a Loan Agreement (the “Medtronic Loan Agreement”) with Medtronic, Inc., an affiliate of Medtronic plc (“Medtronic”), pursuant to which Medtronic agreed to extend a convertible loan to us in the aggregate original principal amount of $20.0 million (the “Medtronic Loan”). The Medtronic Loan will be evidenced by a secured subordinated convertible promissory note to be issued by us (the “Medtronic Note”). The issuance of the Medtronic Note to Medtronic and the funding of the Medtronic Loan will take place on April 27, 2026, subject to certain closing conditions as described in the Loan Agreement.
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In addition, in connection with the closing of the Public Offering and the exercise by the underwriters in the Public Offering of their option to purchase an additional 2,182,500 shares of Common Stock in the Public Offering, Medtronic, through its affiliate Covidien, purchased 4,209,709 Shares at a purchase price of $2.75 per share in the Medtronic Private Placements.
Exclusive License and Collaboration Agreement with Medtronic
As disclosed in the reports we file with the SEC, we have entered into the Medtronic Agreement for the development and commercialization of AVIM therapy for the treatment of HTN in patients indicated for a cardiac pacemaker. On July 31, 2025, we, BackBeat and Medtronic entered into an amendment to the Medtronic Agreement, which became effective on August 4, 2025 (the “Medtronic Agreement Amendment”), to provide, among other things, a development and commercialization framework for future AVIM-therapy integration into a dual-chamber leadless pacemaker. Pursuant to the Medtronic Agreement Amendment, the Company will, among other things, be required to reimburse Medtronic for certain expenses incurred in connection with the integration of AVIM-therapy into Medtronic’s dual-chamber leadless pacemaker, up to a specified cap.
Registration Rights Agreement
In connection with the Private Placements and the Revenue Purchase and Sale Agreement, on August 4, 2025, the Company, Ligand and Covidien entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which we have agreed to file a shelf registration statement providing for the resale of the Shares by November 2, 2025, to use our commercially reasonable efforts to cause such registration statement to be declared effective after its filing at the earliest possible date, but no later than the earlier of (i) January 31, 2026, if the SEC notifies us that it will “review” such registration statement and (ii) the 5th business day after the date the we are notified by the SEC that such registration statement will not be “reviewed” or will be subject to no further review, and to maintain the effectiveness of such registration statement until the date as of which there are no longer any Registrable Securities (as such term is defined in the Registration Rights Agreement).
Certain Additional Information Relating to the Selling Stockholders
We cannot advise you as to whether the holder of the Ligand Warrant will exercise the Ligand Warrant or whether any Selling Stockholder will in fact sell any or all of their Shares. In particular, the Selling Stockholders identified below may have sold, transferred or otherwise disposed of all or a portion of their Shares after the date on which they provided us with information regarding their securities in transactions exempt from registration under the Securities Act.
The following table sets forth certain information provided by or on behalf of the Selling Stockholders concerning the Shares that may be offered from time to time by each Selling Stockholder with this prospectus. See “Plan of Distribution.” For the purposes of this following table, we have assumed that the Selling Stockholders will have sold all of the Shares covered by this prospectus upon the completion of the offering.
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Shares subject to options and warrants that are currently exercisable or exercisable within 60 days of October 27, 2025 are considered outstanding and beneficially owned by the person holding such options or warrants for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
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The percentage ownership of voting securities in the following table is based on 56,464,731 shares of our Common Stock issued and outstanding as of October 27, 2025.
| Total
Number of Shares of Common Stock Beneficially Owned Prior to the Offering | Maximum Number of Shares of Common Stock that may be Offered Pursuant to this | Shares
of Common Stock Beneficially Owned After this Offering | |||||||||||
| Name | Number | Percentage | Prospectus | Number | Percentage | ||||||||
| Covidien Group S.à.r.l(1) | 10,078,625 | 17.8 | % | 4,209,709 | 5,868,916 | 10.4 | % | ||||||
| Ligand Pharmaceuticals Incorporated | 1,818,181 | (2) | 3.2 | % | 3,818,181 | (3) | — | — | |||||
| (1) | The address of Covidien Group S.à.r.l. is c/o Medtronic, Inc., Operational Headquarters, 710 Medtronic Parkway, Minneapolis, MN 55432-5604. |
| (2) | Does not include 2,000,000 Shares issuable upon the exercise of the Ligand Warrant, consisting of (i) 1,142,857 First Tranche Ligand Warrant Shares, which are not exercisable until February 4, 2026 and (ii) 857,143 of Second Tranche Ligand Warrant Shares, which are not exercisable until the later of (a) February 4, 2026 and (b) payment of the Second Installment. |
| (3) | Includes 2,000,000 Shares issuable upon the exercise of the Ligand Warrant. |
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The Selling Stockholders may, from time to time, sell any or all of their Shares on the Nasdaq Global Market or any other stock exchange, market, or trading facility on which the Shares are traded, or in private transactions. These sales or dispositions may occur at fixed or negotiated prices. The Selling Stockholders may use any one or more of the following methods when selling Shares:
| · | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| · | block trades in which the broker-dealer will attempt to sell the Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| · | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| · | an exchange distribution in accordance with the rules of the applicable exchange; |
| · | privately negotiated transactions; |
| · | settlement of short sales; |
| · | in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such Shares at a stipulated price per Share; |
| · | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| · | a combination of any such methods of sale; or |
| · | any other method permitted pursuant to applicable law. |
The Selling Stockholders may also sell Shares under Rule 144 or any other exemptions from registration under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by a Selling Stockholder may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from a Selling Stockholder (or, if any broker-dealer acts as agent for the purchaser of Shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.
In connection with the sale of Shares, a Selling Stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Shares in the course of hedging the positions they assume. A Selling Stockholder may also sell Common Stock short and deliver Shares to close out its short position, or loan or pledge the Shares to broker-dealers that in turn may sell Shares. A Selling Stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of Shares offered by this prospectus, which Shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Stockholders and any broker-dealers or agents that are involved in selling the Shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
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We are required to pay the fees and expenses incurred by the Company incident to the registration of the Shares, including, without limitation, all registration, qualification and filing fees, fees and expenses of compliance with securities or blue sky laws. We have agreed to indemnify the Selling Stockholders against certain losses, claims, damages, and liabilities, including liabilities under the Securities Act. The Selling Stockholders will be responsible for the payment of all discounts and commissions incurred in connection with sales of Common Stock pursuant to the registration statement of which this prospectus forms a part.
We have agreed to keep the Registration Statement of which this prospectus is a part effective until the date as of which there are no longer any Registrable Securities. The Shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the Shares covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
The Selling Stockholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, Regulation M promulgated under the Exchange Act, which may limit the timing of purchases and sales of any of the Shares by the Selling Stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the Shares to engage in market-making activities with respect to the Shares. All of the foregoing may affect the marketability of the Shares and the ability of any person or entity to engage in market-making activities with respect to the Shares.
We will make copies of this prospectus available to the Selling Stockholders and have informed the Selling Stockholders of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
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WHERE YOU CAN FIND MORE INFORMATION
We have filed the Registration Statement, including exhibits thereto, under the Securities Act, with respect to the Shares offered by this prospectus. This prospectus does not contain all of the information included in the Registration Statement. For further information pertaining to us and our securities, you should refer to the Registration Statement of which this prospectus is a part and the exhibits to the Registration Statement. The descriptions in this prospectus of the provisions of documents filed as exhibits to the Registration Statement are only summaries of those documents’ material terms. You can read copies of such documents, along with copies of reports, proxy statements and other information filed by us with the SEC at the SEC’s website at http://www.sec.gov.
We also maintain a website at www.orchestrabiomed.com. Through our website, we make available, free of charge, annual, quarterly and current reports, proxy statements and other information as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Except for documents specifically incorporated by reference into this prospectus, the information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies or replaces that statement.
This prospectus incorporates by reference the documents set forth below that have previously been filed with the SEC (other than any information therein furnished to, rather than filed with, the SEC):
| · | our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025; |
| · | our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 12, 2025; |
| · | our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the SEC on August 12, 2025; |
| · | the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2024 from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 30, 2025; |
| · | our Current Reports on Form 8-K filed with the SEC on February 5, 2025 (excluding information under Item 7.01), February 25, 2025, April 29, 2025 (excluding information under Item 7.01), June 24, 2025, July 31, 2025 (excluding information under Item 7.01), August 4, 2025 (excluding information under Item 7.01) and October 28, 2025 (excluding information under Item 7.01); and |
| · | the description of our Common Stock contained in Exhibit 4.18 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 31, 2025, including any amendment or reports filed for the purpose of updating such description. |
All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in this prospectus, prior to the termination of this offering, including all such documents we may file with the SEC after the date of this prospectus and prior to the effectiveness of the Registration Statement of which this prospectus is a part, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent the statements in the later filed document modify or replace such earlier statements. Any such statement so modified or superseded shall not be deemed to constitute a part of this prospectus, except as so modified or superseded.
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We will provide to each person, including any beneficial owner, to whom this prospectus is delivered a free copy of any of the documents incorporated by reference in this prospectus. You may request these documents by writing or telephoning us at the following address:
Orchestra BioMed
Holdings, Inc.
150 Union Square Drive
New Hope, PA 18938
(215) 862-5797
Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement.
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The validity of the securities being offered by this prospectus will be passed upon for us by Paul Hastings LLP, New York, New York.
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The consolidated financial statements of Orchestra BioMed Holdings, Inc. appearing in Orchestra BioMed Holdings, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2024, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company’s ability to continue as a going concern as described in Note 1 to the consolidated financial statements) included therein, and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the report of Ernst & Young LLP pertaining to such financial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing.
17
Up
to 8,027,890 Shares of
Common Stock
PROSPECTUS
, 2025
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses to be borne by Orchestra BioMed Holdings, Inc. (the “Registrant”) in connection with the distribution of the shares of Common Stock being registered hereby. The security holders will not bear any portion of such expenses. All amounts shown are estimates except for the registration fee.
| SEC registration fee | $ | 4,268.31 | ||
| Legal fees and expenses | $ | 100,000.00 | ||
| Accounting fees and expenses | $ | 25,000.00 | ||
| Printing, transfer agent fees and miscellaneous expenses | $ | 10,000.00 | ||
| Total | $ | 139,268.31 |
Item 15. Indemnification of Directors and Officers.
Section 145(a) of the Delaware General Corporation Law (the “DGCL”) provides, in general, that a corporation may indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), because he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section 145(b) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made with respect to any claim, issue or matter as to which he or she shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, he or she is fairly and reasonably entitled to indemnity for such expenses that the Court of Chancery or other adjudicating court shall deem proper.
Section 145(g) of the DGCL provides, in general, that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify the person against such liability under Section 145 of the DGCL.
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Additionally, our Charter limits our directors’ and officers’ liability to the fullest extent permitted under the DGCL. The DGCL provides that directors and officers of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors or officers, except for liability:
| · | for any transaction from which the director or officer derives an improper personal benefit; |
| · | for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
| · | for a director under Section 174 of the DGCL; |
| · | for any breach of a duty of loyalty to the corporation or its stockholders; or |
| · | for an officer in any action by or in the right of the corporation. |
If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of the Company’s directors and officers will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
Delaware law and our Bylaws provide that Orchestra will, in certain situations, indemnify its directors and officers and may indemnify other employees and other agents, to the fullest extent permitted by law. Any indemnified person is also entitled, subject to certain limitations, to advancement, direct payment, or reimbursement of reasonable expenses (including attorneys’ fees and disbursements) in advance of the final disposition of the proceeding.
In addition, we have entered into separate indemnification agreements with our directors and officers. These agreements, among other things, require us to indemnify our directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of our directors or officers or any other company or enterprise to which the person provides services at our request.
We maintain a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against liability for actions taken in their capacities as directors and officers.
Item 16. Exhibits.
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| # | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. | |
| + | Filed herewith. |
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; and
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(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
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(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on the 31st day of October, 2025.
| ORCHESTRA BIOMED HOLDINGS, INC. | ||
| By: | /s/ David Hochman | |
| Name: David Hochman | ||
| Title: Chief Executive Officer | ||
Each person whose signature appears below constitutes and appoints each of David P. Hochman and Andrew L. Taylor, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and substitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement (and any additional registration statement related hereto permitted by Rule 462(b) promulgated under the Securities Act (and all further amendments, including post-effective amendments thereto)), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE | ||
| /s/ David Hochman | Chief Executive Officer and Director (Principal Executive Officer) |
October 31, 2025 | ||
| David Hochman | ||||
| /s/ Andrew Taylor | Chief Financial Officer (Principal Financial Officer) |
October 31, 2025 | ||
| Andrew Taylor | ||||
| /s/ Joshua Aiello | Corporate Controller (Principal Accounting Officer) |
October 31, 2025 | ||
| Joshua Aiello | ||||
| /s/ Jason Aryeh | Director | October 31, 2025 | ||
| Jason Aryeh | ||||
| /s/ Chris Cleary | Director | October 31, 2025 | ||
| Chris Cleary | ||||
| /s/ Pamela A. Connealy | Director | October 31, 2025 | ||
| Pamela A. Connealy | ||||
| /s/ Eric S. Fain, M.D. | Director | October 31, 2025 | ||
| Eric S. Fain, M.D. | ||||
| /s/ John Mack | Director | October 31, 2025 | ||
| John Mack | ||||
| /s/ Dave Pacitti | Director | October 31, 2025 | ||
| Dave Pacitti | ||||
| /s/ Darren R. Sherman | President, Chief Operating Officer and Director | October 31, 2025 | ||
| Darren R. Sherman |
Exhibit 5.1
October 31, 2025
Orchestra BioMed Holdings, Inc.
150 Union Square Drive
New Hope, Pennsylvania 18938
| Re: | Orchestra BioMed Holdings, Inc. Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel to Orchestra BioMed Holdings, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of a Registration Statement on Form S-3 of the Company (the “Registration Statement”), including a related prospectus filed with the Registration Statement (the “Prospectus”), relating to the resale of up to 8,027,890 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issued or issuable by the Company, as follows:
| (i) | the resale of up to 4,209,709 shares of Common Stock (the “Medtronic Shares”) issued in two private placements (the “Medtronic Private Placements”) to Covidien Group S.à.r.l. (“Medtronic”); |
| (ii) | the resale of up to 1,818,181 shares of Common Stock (the “Ligand Shares” and together with the Medtronic Shares, the “Private Placement Shares”) issued in a private placement (the “Ligand Private Placement”) to Ligand Pharmaceuticals Incorporated (“Ligand”); and |
| (iii) | the resale of up to 2,000,000 shares of Common Stock (the “Ligand Warrant Shares”) issuable upon the exercise of a Common Stock purchase warrant (the “Ligand Warrant”) issued to Ligand pursuant to a Revenue Participation Right Purchase and Sale Agreement, dated as of July 31, 2025 (the “Revenue Purchase and Sale Agreement” and the issuance of such Ligand Warrant, the “Ligand Warrant Private Placement”). |
This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
As such counsel and for purposes of our opinions set forth herein, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such documents, resolutions, certificates and other instruments of the Company and corporate records furnished to us by the Company, and have reviewed certificates of public officials, statutes, records and such other instruments and documents as we have deemed necessary or appropriate as a basis for the opinions set forth below, including without limitation:
(i) the Registration Statement;
(ii) the Prospectus;
(iii) the Company’s Certificate of Incorporation, certified as of October 30, 2025 (the “Certificate of Incorporation”), by the Secretary of State of the State of Delaware and certified by an officer of the Company as of the date hereof, and the Bylaws of the Company as presently in effect, certified by an officer of the Company as of the date hereof;
Orchestra BioMed Holdings, Inc.
October 31, 2025
Page 2
(iv) the Stock Purchase Agreement, dated as of July 31, 2025, by and between the Company and Medtronic (as amended, the “Medtronic SPA”), entered into by the parties in connection with the Medtronic Private Placements;
(v) the Stock Purchase Agreement, dated as of July 31, 2025, by and between the Company and Ligand (collectively with the Revenue Purchase and Sale Agreement and the Medtronic SPA, the “Financing Agreements”), entered into by the parties in connection with the Ligand Private Placement;
(vi) the Revenue Purchase and Sale Agreement entered into by the parties thereto in connection with the Ligand Warrant Private Placement;
(vii) a certificate of the Secretary of State of the State of Delaware, certifying as to the existence and good standing of the Company under the laws of the State of Delaware as of October 30, 2025 (the “Good Standing Certificate”); and
(viii) resolutions adopted by the board of directors of the Company, certified by an officer of the Company.
In such examination and in rendering the opinions expressed below, we have assumed, without independent investigation or verification: (i) the genuineness of all signatures on all agreements, instruments, corporate records, certificates and other documents submitted to us; (ii) the legal capacity, competency and authority of all persons executing all agreements, instruments, corporate records, certificates and other documents submitted to us; (iii) the authenticity and completeness of all agreements, instruments, corporate records, certificates and other documents submitted to us as originals; (iv) that all agreements, instruments, corporate records, certificates and other documents submitted to us as certified, electronic, facsimile, conformed, photostatic or other copies conform to the originals thereof, and that such originals are authentic and complete; (v) the due authorization, execution and delivery of all agreements, instruments, corporate records, certificates and other documents by all parties thereto (other than the Company); (vi) that no documents submitted to us have been amended or terminated orally or in writing, except as has been disclosed to us in writing; (vii) that the Financing Agreements and all other agreements pursuant to which the Ligand Shares, the Medtronic Shares and the Ligand Warrant were issued are the valid and binding obligations of each of the parties thereto, enforceable against such parties in accordance with their respective terms; (viii) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company and other persons on which we have relied for the purposes of this opinion letter are true and correct on and as of the date hereof; (ix) that there has not been nor will there be any change in the good standing status of the Company from that reported in the Good Standing Certificate; (x) that each of the officers and directors of the Company has properly exercised his or her fiduciary duties; and (xi) that the Ligand Warrant Shares will not be issued or transferred in violation of any restriction contained in the Certificate of Incorporation. As to all questions of fact material to this opinion letter and as to the materiality of any fact or other matter referred to herein, we have relied (without independent investigation or verification) upon representations and certificates or comparable documents of officers and representatives of the Company.
With respect to the Ligand Warrant and the Ligand Warrant Shares, we express no opinion to the extent that, notwithstanding the Company’s current reservation of shares of Common Stock, future issuances of securities of the Company, including the Ligand Warrant Shares and/or antidilution adjustments to outstanding securities of the Company, including the Ligand Warrant, may cause the Ligand Warrant to be exercisable for more shares of Common Stock than the number that then remain authorized but unissued. Further, we have assumed that the exercise price of the Ligand Warrant will not be adjusted to an amount below the par value per share of the shares of Common Stock.
Orchestra BioMed Holdings, Inc.
October 31, 2025
Page 3
Based upon the foregoing, and in reliance thereon, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:
1. The Private Placement Shares have been duly authorized by all necessary corporate action on the part of the Company and are validly issued, fully paid and nonassessable.
2. The Ligand Warrant Shares have been duly authorized by all necessary corporate action on the part of the Company and, when and if issued upon exercise of the Ligand Warrant in accordance with the terms of the Ligand Warrant, will be validly issued, fully paid and nonassessable.
Without limiting any of the other limitations, exceptions, assumptions and qualifications stated elsewhere herein, we express no opinion with regard to the applicability or effect of the laws of any jurisdiction other than the General Corporation Law of the State of Delaware as in effect on the date hereof. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.
This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly stated herein from any matter addressed in this opinion letter. This opinion letter is rendered solely in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act solely for such purpose. This opinion letter is rendered as of the date hereof, and we assume no obligation to advise you or any other person with regard to any change after the date hereof in the circumstances or the law that may bear on the matters set forth herein even if the change may affect the legal analysis or a legal conclusion or other matters in this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Commission thereunder.
Very truly yours,
/s/ Paul Hastings LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and related Prospectus of Orchestra BioMed Holdings, Inc. for the registration of 8,027,890 shares of its common stock and to the incorporation by reference therein of our report dated March 31, 2025, with respect to the consolidated financial statements of Orchestra BioMed Holdings, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2024, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
October 31, 2025