Orchestra BioMed Holdings Inc SEC Filings

Orchestra BioMed Holdings, Inc. (OBIO) reported an insider equity transaction involving one of its executives, who is both a director and the President and Chief Operating Officer. On 11/25/2025, the company withheld 40,340 shares of common stock at a price of $5.35 per share to cover tax withholding obligations tied to the vesting of restricted stock units. The filing states that no shares were sold in the open market as part of this event. After this tax-related withholding, the reporting person beneficially owns 846,157 shares of OBIO common stock directly.

Orchestra BioMed Holdings, Inc. is registering up to 8,027,890 shares of common stock for possible resale from time to time by existing stockholders. The shares comprise 4,209,709 shares issued to Covidien in Medtronic-related private placements, 1,818,181 shares issued to Ligand in a private placement, and 2,000,000 shares that may be issued upon exercise of a warrant held by Ligand. Orchestra will not receive proceeds from any resale of these shares, but could receive up to approximately $7.3 million if the Ligand warrant is exercised for cash at its $3.67 exercise price. As context, 56,464,731 shares of common stock were outstanding as of October 27, 2025.

Orchestra BioMed Holdings (OBIO) insider trading report: A company director and officer, who serves as Chief Executive Officer and Chairperson, reported an open-market purchase of 5,000 shares of common stock on 11/14/2025. The shares were bought at a weighted average price of $4.07 per share, with individual trades executed between $4.06 and $4.10.

Following this transaction, the insider beneficially owns 612,822 shares directly. Additional indirect holdings are reported through several family trusts, including 442,765 shares held by the DPH 2008 Trust and smaller positions held by other named family trusts.

Orchestra BioMed Holdings, Inc. insider filing reports a tax-related share withholding by a senior executive. On 11/13/2025, the Chief Executive Officer and Chairperson had 3,283 shares of common stock withheld by the company at a price of $4.18 per share to cover tax obligations arising from the vesting of restricted stock units. The filing states that no shares were sold in the market as a result of this vesting and related tax withholding. Following this transaction, the reporting person beneficially owns 607,822 shares directly and 442,765 shares indirectly through the DPH 2008 Trust.

Orchestra BioMed Holdings, Inc. furnished materials under Item 7.01. The company held a live webcast on November 12, 2025 to discuss clinical, strategic and financing updates, and made the transcript (Exhibit 99.1) and investor presentation (Exhibit 99.2) available. The information is furnished, not filed under the Exchange Act and is not incorporated by reference.

Orchestra BioMed (OBIO) reported Q3 2025 results with total revenue of $861 thousand (partnership $721 thousand; product $140 thousand) and a net loss of $20.8 million. Operating expenses were $21.2 million, driven by research and development of $14.0 million and selling, general and administrative of $7.1 million.

Liquidity improved during the period. Cash and cash equivalents were $42.0 million and marketable securities were $53.8 million as of September 30, 2025. Financing cash inflows totaled $75.7 million for the nine months, including $57.8 million net from a private placement and $20.0 million from a royalty purchase agreement. A related royalty liability of $16.2 million was recorded. Loan payable was $14.2 million. Deferred revenue was $13.3 million, reflecting the Terumo collaboration balance.

Partnership updates: the company amended its Medtronic agreement on August 4, 2025 to include a framework for AVIM-therapy integration into a dual‑chamber leadless pacemaker. On October 24, 2025, the Terumo agreement for Virtue SAB was terminated under a termination and right of first refusal agreement. Shares outstanding were 56,464,731 as of November 6, 2025.

Orchestra BioMed Holdings, Inc. filed a resale registration covering up to 8,027,890 shares of common stock to be sold from time to time by selling stockholders. This includes shares previously issued in private placements and shares issuable upon warrant exercise.

The company will not receive proceeds from any resale by these holders. It may receive up to approximately $7.3 million only if the Ligand warrant is exercised for cash at an exercise price of $3.67 per share. Examples of registered amounts by holder include Covidien 4,209,709 and Ligand 3,818,181. Shares outstanding were 56,464,731 as of October 27, 2025.

The stock trades on Nasdaq as “OBIO.” Sales may occur through various methods described in the plan of distribution, and the filing notes standard resale mechanics and related risks.

Orchestra BioMed Holdings, Inc. (OBIO) furnished an investor presentation under Item 7.01 of a Form 8-K. The slide deck is attached as Exhibit 99.1 and is also available on the company’s website in the Investor Relations section.

The information was furnished, not filed, meaning it is not subject to Section 18 of the Exchange Act and is not incorporated by reference into other Securities Act or Exchange Act filings. OBIO’s common stock trades on the Nasdaq Global Market under the symbol OBIO, and the company is identified as an emerging growth company.

Orchestra BioMed (OBIO) ended its prior distribution agreement with Terumo and granted Terumo a right of first refusal on Virtue SAB for coronary use in exchange for a $10 million fee due within 10 business days. Concurrently, Terumo agreed to purchase 200,000 shares of Series A Convertible Preferred Stock at $100 per share for $20.0 million in gross proceeds, via a private placement exempt under Section 4(a)(2).

The Series A Preferred carries a $100 per share liquidation value, no voting rights, and participating dividends. Conversion is permitted after primary endpoint data are publicly disclosed and the common stock trades above $15.00 on any trading day thereafter, or upon a Change of Control, at the greater of $12.00 or a 20% discount to the conversion-date closing price; at $12.00, 200,000 shares would convert into up to 1,666,666 common shares. Terumo’s 493,037 common shares are locked up until October 24, 2026.

The company also announced first patient enrollments in its U.S. IDE pivotal Virtue Trial, targeting 740 patients at up to 75 centers, with enrollment completion planned for mid-2027.