[SCHEDULE 13D/A] Orchestra BioMed Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• $9.999 M fresh capital injected via warrant purchase strengthens OBIO’s balance sheet.
• RTW’s 15.4 % ownership signals continued institutional confidence and potential strategic support.

Negative

• Exercise of 3.636 M pre-funded warrants would add up to 6.7 % dilution based on current share count.
• Concentrated ownership may reduce float liquidity and amplify governance influence of a single investor.

Insights

Securities Analyst

TL;DR – RTW lifts OBIO stake to 15.4 %, adds 3.6 M cheap warrants; signals support yet flags dilution risk.

RTW’s $10 M purchase in the public offering strengthens OBIO’s cash runway while consolidating a strategic shareholder with deep med-tech expertise. The low-priced, non-expiring warrants give RTW inexpensive upside leverage; at an effective cost basis of ~$2.75 they are already in-the-money. Although the warrants are capped at 9.99 % for now, once the 61-day window passes RTW could lift the limit to 19.99 %, potentially bringing its economic ownership above 20 % and pressuring float. Investors should monitor further 13D amendments for warrant exercises, as each exercise adds shares without cash inflow to OBIO.

Corporate Governance Expert

TL;DR – Concentrated ownership heightens influence; governance implications hinge on future warrant exercise.

With voting power over 15.4 % of OBIO, RTW can materially sway shareholder approvals, especially given a typical small-cap turnout. The filing reiterates shared voting/dispositive authority across RTW entities under Dr. Wong, ensuring coordinated action. If RTW elects to raise the warrant cap, its influence could approach an effective blocking stake. Current limitations prevent immediate over-10 % increases, reflecting regulatory awareness. Board and minority holders should evaluate whether protective provisions (e.g., poison pill thresholds, standstill arrangements) remain adequate as RTW edge toward 20 %.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

ORCHESTRA BIOMED HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

68572M106

(CUSIP Number)

Roderick Wong, M.D.
RTW Investments, LP, 40 10th Avenue, Floor 7
New York, NY, 10014
(646) 597-6980

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/04/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 68572M106

1

Name of reporting person

RTW Investments, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,306,063.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,306,063.00

11

Aggregate amount beneficially owned by each reporting person

8,306,063.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.4 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP No. 68572M106

1

Name of reporting person

RTW Master Fund, Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,394,985.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,394,985.00

11

Aggregate amount beneficially owned by each reporting person

4,394,985.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.1 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68572M106

1

Name of reporting person

RTW Innovation Master Fund, Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,053,082.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,053,082.00

11

Aggregate amount beneficially owned by each reporting person

3,053,082.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.7 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68572M106

1

Name of reporting person

Roderick Wong

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,306,063.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,306,063.00

11

Aggregate amount beneficially owned by each reporting person

8,306,063.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.4 %

14

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: ORCHESTRA BIOMED HOLDINGS, INC.
(c)	Address of Issuer's Principal Executive Offices: 150 Union Square Drive, New Hope, PENNSYLVANIA , 18938.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented as follows: On August 4, 2025, the RTW Funds purchased an aggregate of 3,636,363 pre-funded warrants (the "Pre-Funded Warrants") to purchase an equal number of shares of Common Stock at a price of $2.7499 per Pre-Funded Warrant, from the underwriters of the Issuer's public offering (the "August 2025 Offering"). The aggregate purchase price for all securities acquired by the RTW Funds in the August 2025 Offering was $9,999,634.61, which was funded by the working capital of the RTW Funds.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a)-(c) of the Schedule 13D are hereby amended and supplemented as follows: RTW Master Fund is the record owner of 4,394,985 shares of Common Stock. RTW Innovation is the record owner of 3,053,082 shares of Common Stock. RTW Biotech Fund is the record owner of 857,996 shares of Common Stock. As the investment manager of the funds, RTW Investments may be deemed to own beneficially the shares of Common Stock held by the funds. As the Managing Partner of RTW Investments, Dr. Wong may be deemed to own beneficially the shares of Common Stock. The percentage of outstanding shares of Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated based on 53,952,798 outstanding shares of Common Stock as of August 4, 2025, as disclosed in the Issuer's prospectus supplement dated August 1, 2025 filed with the Securities and Exchange Commission (the "SEC") on August 1, 2025.
(b)	See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition
(c)	Except as set forth herein, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer since the most recent amendment to this Schedule 13D.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Statement is hereby amended and supplemented as follows: Pre-Funded Warrants Each Pre-Funded Warrant has an exercise price of $0.0001 per share of Common stock, is immediately exercisable and does not expire. Under the terms of the Pre-Funded Warrants, the Issuer may not effect the exercise of any Pre-Funded Warrant, and the RTW Funds will not be entitled to exercise any portion of any Pre-Funded Warrant, which, upon giving effect to such exercise, would cause the RTW Funds, together with their Attribution Parties (as defined in the Pre-Funded Warrants) to own more than 9.99% (the "Maximum Percentage") of the number of shares of the Common stock outstanding immediately after giving effect to such exercise, as such percentage ownership is determined in accordance with Section 13(d) of the Exchange Act. By written notice to the Issuer, the RTW Funds may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.99% specified in such notice; provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Issuer and shall not negatively affect any partial exercise effected prior to such change. By virtue of this provision, the Pre-Funded Warrants are not presently exercisable within sixth days and, accordingly the shares underlying the Pre-Funded Warrants are not presently considered beneficially owned by the Reporting Persons for purposes of Section 13(d) of the Exchange Act. The exercise price and the number of shares of Common stock issuable upon exercise of each Pre-Funded Warrant are subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common stock. In the event of certain fundamental transactions (as described in the Pre-Funded Warrants), a holder of Pre Funded Warrants will be entitled to receive, upon exercise of the Pre-Funded Warrants, the kind and amount of securities, cash or property that such holder would have received had they exercised in full the Pre-Funded Warrants immediately prior to such fundamental transaction without regard to any limitations on exercise contained in the Pre Funded Warrants. References to and the description of the Pre-Funded Warrants set forth above in this Item 6 do not purport to be complete and are qualified in their entirety by reference to the full text of the Form of Pre-Funded Warrant, which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed on August 4, 2025).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

RTW Investments, LP

Signature:	/s/ Roderick Wong, M.D.
Name/Title:	Roderick Wong, M.D., Managing Partner
Date:	08/06/2025

RTW Master Fund, Ltd.

Signature:	/s/ Roderick Wong, M.D.
Name/Title:	Roderick Wong, M.D., Director
Date:	08/06/2025

RTW Innovation Master Fund, Ltd.

Signature:	/s/ Roderick Wong, M.D.
Name/Title:	Roderick Wong, M.D., Director
Date:	08/06/2025

Roderick Wong

Signature:	/s/ Roderick Wong, M.D.
Name/Title:	Roderick Wong, M.D.
Date:	08/06/2025

FAQ

How many OBIO shares does RTW Investments now own?

RTW reports 8,306,063 common shares, representing 15.4 % of outstanding stock.

What did RTW pay for the new pre-funded warrants?

RTW funds paid $2.7499 per warrant, totaling $9,999,634.61.

When can the OBIO warrants be exercised?

They are immediately exercisable but capped at 9.99 % ownership; RTW can raise the cap after 61 days.

Will warrant exercise dilute existing OBIO shareholders?

Yes. Full exercise of the 3.636 M warrants would increase shares outstanding and dilute current holders.

Who controls voting of RTW’s OBIO stake?

Voting and dispositive power are shared among RTW entities under Dr. Roderick Wong.