Orchestra BioMed Holdings Inc
For the period ended Dec 31, 2023. Filed Mar 27, 2024.
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FY2023 · Filed Mar 27, 2024
OBIO$5.73+0.5%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
Reference is made to the Index to Financial Statements appearing on page 148 of Item 8 of this Annual Report on Form 10-K.
(a)(2) All other schedules not listed above have been omitted because of the absence of conditions under which they are required, or because the required information is included in the consolidated financial statements or the notes thereto.
(a)(3) Exhibits
The following exhibits are filed herewith or incorporated herein by reference:
| Exhibit | Description | |
| | | |
| 2.1# | | Agreement and Plan of Merger dated as of July 4, 2022 by and among Health Sciences Acquisitions Corporation 2, HSAC Olympus Merger Sub, Inc., and Orchestra BioMed, Inc. (incorporated by reference to Annex A-1 of Amendment No. 4 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| 2.2# | | Amendment No. 1 to Agreement and Plan of Merger dated as of July 21, 2022 by and among Health Sciences Acquisitions Corporation 2, HSAC Olympus Merger Sub, Inc., and Orchestra BioMed, Inc. (incorporated by reference to Annex A-2 of Amendment No. 4 of HSAC2’s Form S-4 (File No.333-266660), filed with the SEC on December 12, 2022)). |
| 2.3# | | Amendment No. 2 to Agreement and Plan of Merger dated as of November 21, 2022 by and among Health Sciences Acquisitions Corporation 2, HSAC Olympus Merger Sub, Inc., and Orchestra BioMed, Inc. (incorporated by reference to Annex A-3 of Amendment No. 4 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| 3.1 | | Certificate of Incorporation of Orchestra BioMed Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on January 31, 2023). |
| 3.2 | | Bylaws of Orchestra BioMed Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on January 31, 2023). |
| 4.1 | | Form of Common Stock Warrant, issued by Orchestra BioMed, Inc. in the Formation Mergers in exchange for Caliber, BackBeat and FreeHold warrants (incorporated by reference to Exhibit 4.4 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| 4.2 | | Form of Amendment to Common Stock Warrant, issued by Orchestra BioMed, Inc. in the Formation Mergers in exchange for Caliber, BackBeat and FreeHold warrants (incorporated by reference to Exhibit 4.5 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| 4.3 | | Form of Amended and Restated Common Stock Warrant, issued by Orchestra BioMed, Inc. to designees of Aegis Capital Corp. (incorporated by reference to Exhibit 4.6 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| 4.4 | | Form of Special Advisory Common Stock Warrant, issued by Orchestra BioMed, Inc. to its strategic advisers, dated May 31, 2018 (incorporated by reference to Exhibit 4.7 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| 4.5 | | Form of Amendment to Special Advisory Common Stock Warrant, issued by Orchestra BioMed, Inc. to its strategic advisers (incorporated by reference to Exhibit 4.8 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| 4.6 | | Form of Common Stock Warrant, issued by Orchestra BioMed, Inc. to SLD Capital Corp., dated August 13, 2018 (incorporated by reference to Exhibit 4.9 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| Exhibit | Description | |
| | | |
| 4.7 | | Form of Amendment to Common Stock Warrant, issued by Orchestra BioMed, Inc. to SLD Capital Corp. (incorporated by reference to Exhibit 4.10 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| 4.8 | | Investors’ Rights Agreement, by and among Orchestra BioMed, Inc. and the investors listed on Schedule A thereto, dated May 31, 2018 (incorporated by reference to Exhibit 4.11 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| 4.9 | | Form of Subscription Agreement for shares of Orchestra BioMed, Inc. Series B-1 Preferred Stock (incorporated by reference to Exhibit 4.12 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| 4.10 | | Common Stock Warrant, issued by Orchestra BioMed, Inc. to Avenue Venture Opportunities Fund, L.P., dated June 3, 2022 (incorporated by reference to Exhibit 4.14 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| 4.11 | | Common Stock Warrant, issued by Orchestra BioMed, Inc. to Avenue Venture Opportunities Fund II, L.P., dated June 3, 2022 (incorporated by reference to Exhibit 4.15 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| 4.12 | | Form of Officer and Director Warrant issued pursuant to the Merger Agreement (incorporated by reference to Exhibit 4.16 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| 4.13 | | Amended & Restated Warrant issued to HSAC 2 Holdings, LLC, dated January 25, 2023 (incorporated by reference to Exhibit 4.14 to the Current Report on Form 8-K filed with the SEC on January 31, 2023). |
| 4.14 | | Common Stock Warrant, issued by Orchestra BioMed Holdings, Inc. to Avenue Venture Opportunities Fund, L.P., dated October 6, 2023 (incorporated by reference to Exhibit 4.14 to the Company’s Form S-1 (File No. 333-274924), filed with the SEC on October 10, 2023). |
| 4.15 | | Common Stock Warrant, issued by Orchestra BioMed Holdings, Inc. to Avenue Venture Opportunities Fund II, L.P., dated October 6, 2023 (incorporated by reference to Exhibit 4.15 to the Company’s Form S-1 (File No. 333-274924), filed with the SEC on October 10, 2023). |
| 4.16+ | | Description of Securities of Orchestra BioMed Holdings, Inc. |
| 10.1 | | Second Amended and Restated Registration Rights and Lock-Up Agreement, dated November 21, 2023, by and among Orchestra BioMed Holdings, Inc., equityholders thereof and certain former stockholders of Orchestra BioMed, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 28, 2023) |
| 10.2* | | Form of Indemnification Agreement of Orchestra BioMed Holdings, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on January 31, 2023). |
| 10.3 | | Amended and Restated Parent Support Agreement dated as of November 21, 2022 by and among Health Sciences Acquisitions Corporation 2, Orchestra BioMed, Inc., HSAC 2 Holdings, LLC, Alice Lee, Stephanie A. Sirota, Pedro Granadillo, Stuart Peltz, Michael Brophy, and Carsten Boess (incorporated by reference to Exhibit 10.16 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| 10.4 | | Orchestra Support Agreement dated as of July 4, 2022 by and among Health Sciences Acquisitions Corporation 2, Orchestra BioMed, Inc., and Covidien Group S.À.R.L. (incorporated by reference to Exhibit 10.5 to HSAC2’s Current Report on Form 8-K filed with the SEC on July 5, 2022). |
| 10.5 | | Form of Earnout Election Agreement, by and among Health Sciences Acquisitions Corporation 2, Orchestra BioMed, Inc. and the securityholders thereto (incorporated by reference to Exhibit 10.7 to HSAC2’s Current Report on Form 8-K filed with the SEC on July 5, 2022). |
| 10.6* | | Orchestra BioMed, Inc. 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.19 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| 10.7* | | Orchestra BioMed Holdings, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the SEC on January 31, 2023). |
| 10.8* | | Form of Stock Option Grant Notice and Stock Option Agreement under the Orchestra BioMed Holdings, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8- K filed with the SEC on January 31, 2023). |
| Exhibit | Description | |
| | | |
| 10.9* | | Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the Orchestra BioMed Holdings, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed with the SEC on January 31, 2023). |
| 10.10˄ | | Commercial Lease, by and between Caliber Therapeutics, Inc. and Union Square, L.P. for facilities at 150 and 140 Union Square Drive, New Hope, Pennsylvania, dated December 14, 2009 and amended June 22, 2010, February 1, 2011, September 18, 2012, January 15, 2015, January 20, 2017, August 8, 2017, and January 29, 2019 (incorporated by reference to Exhibit 10.23 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| 10.11 | | Agreement of Lease, by and between Orchestra BioMed, Inc. and ESRT One Grand Central Place, L.L.C. for facilities at Room/Suite 2430, One Grand Central Place, 60 East 42nd Street, New York, New York, dated November 5, 2019 (incorporated by reference to Exhibit 10.24 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| 10.12 | | Irrevocable Standby Letter of Credit, issued by Silicon Valley Bank to Orchestra BioMed, Inc. for the benefit of ERST One Grand Central Place, L.L.C., dated October 28, 2019 and amended September 20, 2022 (incorporated by reference to Exhibit 10.25 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| 10.13 | | License Agreement, by and between MOTUS GI Holdings, Inc. and Orchestra BioMed, Inc. for facilities at Suite 310, 1301 East Broward Boulevard, Fort Lauderdale, Florida, dated January 22, 2020 (incorporated by reference to Exhibit 10.26 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| 10.14 | | Amendment to License Agreement, by and between MOTUS GI Holdings, Inc. and Orchestra BioMed, Inc., dated May 1, 2022 (incorporated by reference to Exhibit 10.27 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| 10.15˄ | | Exclusive License and Collaboration Agreement, by and among Orchestra BioMed, Inc., BackBeat Medical, LLC, and Medtronic, Inc. dated June 30, 2022 (incorporated by reference to Exhibit 10.28 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| 10.16˄ | | Distribution Agreement, by and among Orchestra BioMed, Inc., Terumo Corporation and Terumo Medical Corporation, dated June 13, 2019 (incorporated by reference to Exhibit 10.29 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| 10.17 | | Loan and Security Agreement, by and among Orchestra BioMed, Inc., Avenue Venture Opportunities Fund II, L.P., and Avenue Venture Opportunities Fund II, L.P., dated June 3, 2022 (incorporated by reference to Exhibit 10.30 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| 10.18 | | Stock Purchase Agreement, by and among Orchestra BioMed, Inc., Orchestra Medical Ventures, LLC and Accelerated Technologies, Inc., dated December 20, 2019 (incorporated by reference to Exhibit 10.31 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| 10.19*# | | Employment Agreement, by and between Orchestra BioMed Holdings, Inc. and David P. Hochman, dated January 26, 2023 (incorporated by reference to Exhibit 10.19 to the Current Report on Form 8-K filed with the SEC on January 31, 2023). |
| 10.20*# | | Employment Agreement, by and between Orchestra BioMed Holdings, Inc. and Darren R. Sherman, dated January 26, 2023 (incorporated by reference to Exhibit 10.20 to the Current Report on Form 8-K filed with the SEC on January 31, 2023). |
| 10.21* | | Employment Agreement, by and between Orchestra BioMed, Inc. and Yuval Mika, dated May 31, 2018 (incorporated by reference to Exhibit 10.34 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| 10.22* | | Offer Letter, by and between Orchestra BioMed, Inc. and Michael D. Kaswan, dated January 9, 2022 (incorporated by reference to Exhibit 10.35 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022). |
| 10.23 | | Forward Purchase Agreement dated as of July 4, 2022, by and among Health Sciences Acquisitions Corporation 2, Orchestra BioMed, Inc., and Covidien Group S.a.r.l. (incorporated by reference to Exhibit 10.1 to HSAC2’s Current Report on Form 8-K filed with the SEC on July 5, 2022). |
| Exhibit | Description | |
| | | |
| 10.24 | | Forward Purchase Agreement dated as of July 4, 2022, by and among Health Sciences Acquisitions Corporation 2, Orchestra BioMed, Inc., and RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd., and RTW Venture Fund Limited (incorporated by reference to Exhibit 10.2 to HSAC2’s Current Report on Form 8-K filed with the SEC on July 5, 2022). |
| 10.25 | | Amendment No. 1 to Forward Purchase Agreement dated as of October 21, 2022, by and among Health Sciences Acquisitions Corporation 2, Orchestra BioMed, Inc., and RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd., and RTW Venture Fund Limited (incorporated by reference to Exhibit 10.1 to HSAC2’s Current Report on Form 8-K filed with the SEC on October 21, 2022). |
| 10.26 | | Backstop Agreement dated as of July 4, 2022, by and among Health Sciences Acquisitions Corporation 2, Orchestra BioMed, Inc., RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd., and RTW Venture Fund Limited (incorporated by reference to Exhibit 10.3 to HSAC2’s Current Report on Form 8-K filed with the SEC on July 5, 2022). |
| 10.27 | | Amendment No. 1 to Backstop Agreement dated as of October 21, 2022, by and among Health Sciences Acquisitions Corporation 2, Orchestra BioMed, Inc., RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd., and RTW Venture Fund Limited (incorporated by reference to Exhibit 10.2 to HSAC2’s Current Report on Form 8-K filed with the SEC on October 21, 2022). |
| 10.28* | | Consulting Agreement, dated as of June 5, 2023, by and between the Company and Michael Kaswan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 8, 2023). |
| 10.29* | | Offer Letter, dated as of June 5, 2023, by and between the Company and Andrew Taylor (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on June 8, 2023). |
| 10.30* | | Offer Letter, dated as of June 10, 2021, by and between Orchestra BioMed, Inc and George Papandreou (incorporated by reference to Exhibit 10.30 of Orchestra BioMed Holdings, Inc.’s Form S-1 (File No. 333-274924), filed with the SEC on October 10, 2023). |
| 10.31* | | Promotion Letter, dated as of January 16, 2023, by and between the Company and George Papandreou (incorporated by reference to Exhibit 10.31 of Orchestra BioMed Holdings, Inc.’s Form S-1 (File No. 333-274924), filed with the SEC on October 10, 2023). |
| 10.32* | | Offer Letter, dated as of May 24, 2023, by and between the Company and William Little (incorporated by reference to Exhibit 10.32 of Orchestra BioMed Holdings, Inc.’s Form S-1 (File No. 333-274924), filed with the SEC on October 10, 2023). |
| 10.33+ | Orchestra BioMed Holdings, Inc. Non-Employee Director Compensation Policy. | |
| 14.1+ | Orchestra BioMed Holdings, Inc. Code of Business Conduct and Ethics. | |
| 19.1+ | Amended and Restated Orchestra BioMed Holdings, Inc. Insider Trading Policy. | |
| 21.1 | | List of Subsidiaries of Orchestra BioMed Holdings, Inc. (incorporated by reference to Exhibit 21.1 to the Current Report on Form 8-K filed with the SEC on January 31, 2023). |
| 23.1+ | | Consent of Ernst & Young LLP, independent registered public accounting firm of Orchestra BioMed Holdings, Inc. |
| 31.1+ | | Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2+ | | Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1+† | | Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2+† | | Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1+ | | Orchestra BioMed Holdings, Inc. 2023 Executive Incentive Compensation Recoupment Policy. |
| 101.INS+ | | Inline XBRL Instance Document. |
| 101.SCH+ | | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL+ | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF+ | | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| Exhibit | Description | |
| | | |
| 101.LAB+ | | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE+ | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104+ | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| + | Filed herewith. |
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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. |
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| * | Indicates a management contract or compensatory plan. |
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| ˄ | Certain identified information has been omitted pursuant to Item 601(b)(10) of Regulation S-K because such information is both (i) not material and (ii) information that the Registrant treats as private or confidential. The Registrant hereby undertakes to furnish supplemental copies of the unredacted exhibit upon request by the SEC. |
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| † | This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act or the Exchange Act. |
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