RTW funds exercise 1.25M Orchestra BioMed (NASDAQ: OBIO) pre-funded warrants
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Orchestra BioMed Holdings, Inc. reported that affiliated RTW funds exercised pre-funded warrants to acquire 1,250,032 shares of common stock at $0.0001 per share on a cashless basis. The issuer withheld 32 shares to satisfy the exercise price and issued 1,250,000 shares to the RTW funds.
After the transactions, the reporting parties indirectly held 9,556,095 shares of common stock and 2,386,331 pre-funded warrants. The RTW funds and their attribution parties are limited to beneficial ownership of no more than 19.99% of outstanding common stock following any exercise, and the reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 32 shares ($132)
Net Sell
3 txns
Insider
RTW INVESTMENTS, LP, WONG RODERICK
Role
null | null
Sold
32 shs ($132.16)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| X | Pre-Funded Warrants (Right to Buy) | 1,250,032 | $2.7499 | $3.44M |
| X | Common Stock | 1,250,032 | $0.0001 | $125.00 |
| Sale | Common Stock | 32 | $4.13 | $132.16 |
Holdings After Transaction:
Pre-Funded Warrants (Right to Buy) — 2,386,331 shares (Indirect, See footnote);
Common Stock — 9,556,095 shares (Indirect, See footnote)
Footnotes (1)
- On April 27, 2026, the RTW Funds exercised Pre-Funded Warrants to purchase an aggregate of 1,250,032 shares of the Issuer's common stock for $0.0001 a share. The RTW Funds exercised the Pre-Funded Warrants on a cashless basis, resulting in the Issuer's withholding 32 of such shares to satisfy the exercise price of the Pre-Funded Warrants, and the issuance to the RTW Funds of an aggregate of 1,250,000 shares. Held by certain affiliated funds (the "RTW Funds") managed by RTW Investments, LP ("RTW"). Roderick Wong, M.D. serves as the Managing Partner and Chief Investment Officer of RTW. The Reporting Persons disclaim beneficial ownership of the reported securities for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, except to the extent of their pecuniary interest therein. The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the RTW Funds shall not be entitled to exercise the Pre-Funded Warrants to the extent that it would cause the aggregate number of shares of Common Stock beneficially owned by the RTW Funds, together with their Attribution Parties (as defined in the Pre-Funded Warrants), to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.
Key Figures
Shares exercised: 1,250,032 shares
Exercise price: $0.0001 per share
Shares issued: 1,250,000 shares
+5 more
8 metrics
Shares exercised
1,250,032 shares
Pre-funded warrants exercised on April 27, 2026
Exercise price
$0.0001 per share
Exercise price of pre-funded warrants
Shares issued
1,250,000 shares
Net shares issued after 32 withheld to pay exercise price
Common stock holdings
9,556,095 shares
Common shares indirectly held after transactions
Pre-funded warrants remaining
2,386,331 warrants
Pre-funded warrants indirectly held after exercise
Beneficial ownership cap
19.99% of common stock
Maximum beneficial ownership allowed after any exercise
Shares withheld
32 shares
Shares withheld by issuer to satisfy exercise price
Warrant transaction price
$2.7499 per warrant
Price shown for derivative line tied to exercised warrants
Key Terms
Pre-Funded Warrants, cashless basis, beneficial ownership, pecuniary interest, +2 more
6 terms
Pre-Funded Warrants financial
"On April 27, 2026, the RTW Funds exercised Pre-Funded Warrants to purchase an aggregate of 1,250,032 shares"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
cashless basis financial
"The RTW Funds exercised the Pre-Funded Warrants on a cashless basis, resulting in the Issuer's withholding 32 of such shares"
An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.
beneficial ownership regulatory
"The Reporting Persons disclaim beneficial ownership of the reported securities for purposes of Section 16"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of their pecuniary interest therein"
Attribution Parties regulatory
"together with their Attribution Parties (as defined in the Pre-Funded Warrants), to exceed 19.99%"
Section 16 regulatory
"for purposes of Section 16 under the Securities Exchange Act of 1934, as amended"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
FAQ
What did RTW Investments report in this Form 4 for Orchestra BioMed (OBIO)?
RTW-affiliated funds exercised pre-funded warrants to acquire 1,250,032 Orchestra BioMed common shares at $0.0001 per share on a cashless basis. The issuer withheld 32 shares for the exercise price and issued 1,250,000 shares to the RTW funds.
What are the terms of the pre-funded warrants held in Orchestra BioMed (OBIO)?
The pre-funded warrants have no expiration date and are exercisable immediately at an exercise price of $0.0001 per share. However, exercises are limited so the RTW funds and their attribution parties do not exceed 19.99% beneficial ownership of Orchestra BioMed’s outstanding common stock.
How many Orchestra BioMed (OBIO) pre-funded warrants remain after the exercise?
After exercising 1,250,032 pre-funded warrants, the RTW funds still hold 2,386,331 pre-funded warrants. These remaining warrants are exercisable immediately, subject to the 19.99% beneficial ownership cap specified in the warrant terms and referenced in the Form 4 footnotes.
Did RTW or Roderick Wong fully claim beneficial ownership of these Orchestra BioMed (OBIO) securities?
The filing states the securities are held by affiliated RTW funds managed by RTW Investments, LP. RTW and Roderick Wong disclaim beneficial ownership of the reported securities for Section 16 purposes, except to the extent of their pecuniary interest in those positions.