Orchestra BioMed Holdings Inc SEC Filings

RTW Investments, LP and affiliated funds ("RTW") filed Amendment No. 5 to Schedule 13D on Orchestra BioMed Holdings, Inc. (OBIO) dated 08 Aug 2025. The amendment reflects RTW’s 04 Aug 2025 purchase of 3,636,363 pre-funded warrants at $2.7499 each (total $9.999 million) in the company’s August 2025 public offering. The warrants carry a de-minimis exercise price of $0.0001 but are subject to a 9.99 % ownership cap (adjustable up to 19.99 % after 61 days), so the underlying shares are not presently deemed beneficially owned.

After the transaction RTW reports 8,306,063 common shares, equating to 15.4 % of OBIO’s 53,952,798 outstanding shares. Break-down: RTW Master Fund 4.395 M (8.1 %), RTW Innovation Master Fund 3.053 M (5.7 %), RTW Biotech Fund 0.858 M (1.6 %). Dr. Roderick Wong, Managing Partner, is the controlling individual and is deemed to share voting and dispositive power over all reported shares.

Key investor takeaways: RTW remains OBIO’s largest known shareholder, injected ~$10 M fresh capital, and holds additional warrant optionality that could increase its stake and dilute existing holders once exercise restrictions lapse.

On 08/04/2025, RTW Investments, LP—together with Managing Partner Dr. Roderick Wong—filed a Form 4 disclosing the purchase of 3,636,363 pre-funded warrants in Orchestra BioMed Holdings (OBIO). The warrants were acquired at $2.7499 per warrant (Transaction Code “P”) and carry a nominal exercise price of $0.0001 per share. Each warrant is immediately exercisable into one common share, but exercise is limited so total beneficial ownership does not exceed 9.99 % of OBIO’s outstanding stock.

The filing confirms RTW and Dr. Wong as >10 % shareholders and directors. Post-transaction, they hold 3.64 million derivative securities that, if fully exercised, could add an equivalent number of common shares to OBIO’s float, creating potential dilution. The warrants have no expiration date, giving the insiders flexibility on timing.

Perceptive Advisors LLC and affiliated entities, already a >10 % shareholder of Orchestra BioMed Holdings (OBIO), filed Form 4 disclosing additional purchases on 1 Aug 2025.

• Acquired 700,000 common shares at $2.75 per share through the issuer’s registered public offering (transaction code “P”).
• Acquired 1,500,000 pre-funded warrants (exercise price $0.0001; purchase price $2.7499) that are immediately exercisable, subject to a beneficial-ownership cap.
• Following the transactions, indirect beneficial ownership stands at 5,292,556 common shares and 1,500,000 warrants.
• Filers listed are Perceptive Advisors LLC (investment manager), Perceptive Life Sciences Master Fund Ltd., and Joseph Edelman (managing member). No dispositions were reported.

The filing signals continued capital commitment by a significant insider during the public offering.

Orchestra BioMed Holdings (OBIO) – Form 4 insider activity

On 08/04/2025, Chief Executive Officer & Chairperson David P. Hochman purchased 20,000 common shares in the company’s underwritten public offering at $2.75 per share, investing $55,000. The shares were bought indirectly through the DPH 2008 Trust, raising that trust’s position to 349,331 shares.

Following the acquisition, Hochman’s total beneficial ownership stands at 903,931 shares, consisting of 545,460 shares held directly and 358,471 shares held through five family trusts (DPH 2008, Solomon Ascher 2019, Hannah 2019, Judah Herman 2019, NSH 2008). No shares were sold and no derivative securities were reported in the filing.

The transaction increases the CEO’s economic exposure and signals participation in the recent capital raise, but the filing contains no financial results, guidance, or other operational disclosures.

Orchestra BioMed (OBIO) filed an 8-K announcing a $40 m underwritten equity offering and a concurrent $16.2 m private placement.

The public deal comprises 9.4 m common shares priced at $2.75 and 5.1 m pre-funded warrants priced at $2.7499; underwriters (Piper Sandler, TD Securities) hold a 30-day option for 2.18 m additional shares. Pre-funded warrants carry a $0.0001 exercise price and a 9.99 % beneficial-ownership cap, adjustable to 19.99 % on 61-days’ notice.

Immediately after the offering closed on 4 Aug 2025, the company sold 5.9 m shares to Ligand and a Medtronic affiliate in a PIPE, and issued Ligand a warrant for up to 2 m shares at $3.67. Aggregate gross proceeds reach roughly $56 m before fees.

OBIO plans to deploy the capital to advance its atrioventricular interval modulation therapy (BACKBEAT study) and Virtue Sirolimus AngioInfusion Balloon programs, and for general corporate purposes. The filing also includes customary indemnities, legal opinions and forward-looking-statement disclaimers.

Orchestra BioMed Holdings (OBIO) director Chris Cleary received new equity compensation grants on June 24, 2025. The awards consist of:

• 12,422 Restricted Stock Units (RSUs) with a $0 exercise price, bringing total direct ownership to 22,577 shares
• 36,797 Stock Options with an exercise price of $3.22 per share, expiring June 24, 2035

Both the RSUs and stock options will vest in a single installment at the earlier of: (1) one-year anniversary of grant date or (2) the 2026 Annual Meeting of Stockholders, subject to continued service. This Form 4 filing was submitted by Andrew Taylor as attorney-in-fact on June 26, 2025, reflecting standard director compensation arrangements.