8-K
filed January 31, 2023, 6:59 PM ET
ticker OBIO
CIK 0001814114
M&A
confidence high
sentiment positive
materiality 0.85
Orchestra BioMed Holdings, Inc. (OBIO): M&A transaction — Orchestra BioMed completes business combination, 20.2M shares issued, earnout up to 8M shares
Orchestra BioMed Holdings, Inc.
- Merger closed Jan 26, 2023; each Orchestra share exchanged for 0.465 HSAC2 share; 20.2M new shares issued to Orchestra stockholders.
- Earnout: up to 8M additional shares contingent on $15 and $20 VWAP milestones; 91% of Orchestra stockholders elected to participate.
- RTW and Medtronic provided $20M forward purchase; RTW backstop purchased 1.81M shares at $10 to ensure $60M minimum cash.
- Sponsor forfeited 750K warrants; 750K new warrants issued to employees with 24-36 month vesting.
- Lock-up: 12 months for initial shareholders and RTW; 6 months for other holders; registration rights filed within 120 days.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael D. Kaswan was appointed as Chief Financial Officer at Orchestra BioMed Holdings, Inc..
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
● Michael D. Kaswan, Chief Financial Officer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David P. Hochman was appointed as Chief Executive Officer at Orchestra BioMed Holdings, Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
Effective as of the Closing, the executive officers of the Company are: ● David P. Hochman, Chief Executive Officer;
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Eric S. Fain, M.D. was appointed as Director at Orchestra BioMed Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
● Class III directors: David P. Hochman, Darren R. Sherman and Eric S. Fain, M.D.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Yuval Mika, Ph.D. was appointed as General Manager and Chief Technology Officer, Bioelectronic Therapies at Orchestra BioMed Holdings, Inc..
- Action
- appointed
- Role
- General Manager and Chief Technology Officer, Bioelectronic Therapies
Exact text from the filing
● Yuval Mika, Ph.D., General Manager and Chief Technology Officer, Bioelectronic Therapies;
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jason Aryeh was appointed as Director at Orchestra BioMed Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Effective as of the Closing, the following people were appointed as directors of the Company: ● Class I directors: Eric A. Rose, M.D. and Jason Aryeh;
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Geoffrey W. Smith was appointed as Director at Orchestra BioMed Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
● Class II directors: Pamela Y. Connealy and Geoffrey W. Smith;
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Eric A. Rose, M.D. was appointed as Director at Orchestra BioMed Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Effective as of the Closing, the following people were appointed as directors of the Company: ● Class I directors: Eric A. Rose, M.D. and Jason Aryeh;
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Pamela Y. Connealy was appointed as Director at Orchestra BioMed Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
● Class II directors: Pamela Y. Connealy and Geoffrey W. Smith;
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Darren R. Sherman was appointed as President and Chief Operating Officer at Orchestra BioMed Holdings, Inc..
- Action
- appointed
- Role
- President and Chief Operating Officer
Exact text from the filing
● Darren R. Sherman, President and Chief Operating Officer;
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 1.0
Orchestra BioMed Holdings, Inc.: Replaced memorandum and articles of association with new certificate of incorporation upon Domestication.
- Change
- charter amendment
Exact text from the filing
Upon the effectiveness of the Domestication, HSAC2’s memorandum and articles of association in effect immediately prior to the Domestication were replaced with a certificate of incorporation and bylaws of Domesticated HSAC2, which continued in effect through the Closing. The certificate of incorporation of Domesticated HSAC2 became the certificate of incorporation of New Orchestra (the “Charter”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 1.0
Orchestra BioMed Holdings, Inc.: Adopted new bylaws upon Domestication replacing prior governing documents.
- Change
- bylaw amendment
Exact text from the filing
The bylaws of Domesticated HSAC2 became the bylaws of New Orchestra (the “Bylaws”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 1.0
Orchestra BioMed Holdings, Inc.: Company ceased to be a shell company upon closing of the Business Combination.
- Change
- shell status
Exact text from the filing
as a result of the Business Combination, the Company ceased to be a shell company upon the closing of the Business Combination.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 1.0
Orchestra BioMed Holdings, Inc.: Board approved and adopted a new Code of Business Conduct and Ethics (effective 2023-01-26).
- Change
- code of ethics
- Effective
- 2023-01-26
Exact text from the filing
on January 26, 2023, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Orchestra BioMed Holdings, Inc. underwent a change of control involving Orchestra BioMed, Inc. (closed 2023-01-26).
- Action
- change of control
- Counterparty
- Orchestra BioMed, Inc.
- Closing
- 2023-01-26
Exact text from the filing
On January 26, 2023 (the “Closing Date”), as contemplated by the Merger Agreement and described in the section of the Proxy Statement/Prospectus titled “ Proposal 1—The Business Combination Proposal ,” New Orchestra consummated the merger transaction contemplated by the Merger Agreement (the “Closing”), whereby Merger Sub merged with and into Orchestra, the separate corporate existence of Merger Sub ceasing and Orchestra being the surviving corporation and a wholly owned subsidiary of New Orchestra (the “Merger” and, together with the Domestication, the “Business Combination”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Orchestra BioMed Holdings, Inc. amended Registration Rights Agreement with RTW Funds and certain existing shareholders of HSAC2 and stockholders of Orchestra (effective 2023-01-26).
- Action
- amendment
- Counterparty
- RTW Funds and certain existing shareholders of HSAC2 and stockholders of Orchestra
- Effective
- 2023-01-26
Exact text from the filing
On January 26, 2023, New Orchestra, the RTW Funds and certain existing shareholders of HSAC2 and stockholders of Orchestra entered into an amended and restated registration rights and lock-up agreement (the “Registration Rights Agreement”) with respect to the resale of shares of New Orchestra held or acquired by such stockholders
View on SEC.gov
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