{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-23-006448","form_type":"8-K","ticker":"OBIO","cik":"0001814114","company_name":"Orchestra BioMed Holdings, Inc.","filed_at":"2023-01-31T23:59:59+00:00","discovered_at":"2026-05-14T18:03:46.709478+00:00","generated_at":"2026-06-20T05:37:29.917844+00:00","sec_items":["1.01","2.01","9.01","5.02","3.02","4.01","3.03","8.01","5.01","5.03","5.05","5.06","7.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Orchestra BioMed completes business combination, 20.2M shares issued, earnout up to 8M shares","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-23-006448","json":"https://secwatch.observer/filing/0001213900-23-006448.json","markdown":"https://secwatch.observer/filing/0001213900-23-006448.md","text":"https://secwatch.observer/filing/0001213900-23-006448.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/ea172444-8k_orchestra.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-20T05:37:29.917844+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"1032e14f59","claim":"Michael D. Kaswan was appointed as Chief Financial Officer at Orchestra BioMed Holdings, Inc..","evidence_excerpt":"● Michael D. Kaswan, Chief Financial Officer.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Financial Officer"}],"fact_type":"executive_change"},{"claim_id":"3b472eded6","claim":"David P. Hochman was appointed as Chief Executive Officer at Orchestra BioMed Holdings, Inc..","evidence_excerpt":"Effective as of the Closing, the executive officers of the Company are: ● David P. Hochman, Chief Executive Officer;","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"48f1c0c90f","claim":"Eric S. Fain, M.D. was appointed as Director at Orchestra BioMed Holdings, Inc..","evidence_excerpt":"● Class III directors: David P. Hochman, Darren R. Sherman and Eric S. Fain, M.D.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"775be614ee","claim":"Yuval Mika, Ph.D. was appointed as General Manager and Chief Technology Officer, Bioelectronic Therapies at Orchestra BioMed Holdings, Inc..","evidence_excerpt":"● Yuval Mika, Ph.D., General Manager and Chief Technology Officer, Bioelectronic Therapies;","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"General Manager and Chief Technology Officer, Bioelectronic Therapies"}],"fact_type":"executive_change"},{"claim_id":"85bd5c4413","claim":"Jason Aryeh was appointed as Director at Orchestra BioMed Holdings, Inc..","evidence_excerpt":"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;","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"bfb1d852e1","claim":"Geoffrey W. Smith was appointed as Director at Orchestra BioMed Holdings, Inc..","evidence_excerpt":"● Class II directors: Pamela Y. Connealy and Geoffrey W. Smith;","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"c7d32d753d","claim":"Eric A. Rose, M.D. was appointed as Director at Orchestra BioMed Holdings, Inc..","evidence_excerpt":"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;","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"c9fbacf631","claim":"Pamela Y. Connealy was appointed as Director at Orchestra BioMed Holdings, Inc..","evidence_excerpt":"● Class II directors: Pamela Y. Connealy and Geoffrey W. Smith;","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"ffb144277e","claim":"Darren R. Sherman was appointed as President and Chief Operating Officer at Orchestra BioMed Holdings, Inc..","evidence_excerpt":"● Darren R. Sherman, President and Chief Operating Officer;","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"President and Chief Operating Officer"}],"fact_type":"executive_change"},{"claim_id":"0433736cd68e3317bf6290d973bf3738859409c0","claim":"Orchestra BioMed Holdings, Inc.: Replaced memorandum and articles of association with new certificate of incorporation upon Domestication.","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm","confidence":1.0,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"3b76494131868287676a2e4a0b513ebcc1908fb0","claim":"Orchestra BioMed Holdings, Inc.: Adopted new bylaws upon Domestication replacing prior governing documents.","evidence_excerpt":"The bylaws of Domesticated HSAC2 became the bylaws of New Orchestra (the “Bylaws”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm","confidence":1.0,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"8a653057038efcada642eeff95696279e6eee6ef","claim":"Orchestra BioMed Holdings, Inc.: Company ceased to be a shell company upon closing of the Business Combination.","evidence_excerpt":"as a result of the Business Combination, the Company ceased to be a shell company upon the closing of the Business Combination.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm","confidence":1.0,"family_label":"Governance Changes","details":[{"label":"Change","value":"shell status"}],"fact_type":"governance_change"},{"claim_id":"c6d172404cd69ad506faa0a9c18380f9457ad34a","claim":"Orchestra BioMed Holdings, Inc.: Board approved and adopted a new Code of Business Conduct and Ethics (effective 2023-01-26).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm","confidence":1.0,"family_label":"Governance Changes","details":[{"label":"Change","value":"code of ethics"},{"label":"Effective","value":"2023-01-26"}],"fact_type":"governance_change"},{"claim_id":"1a9e5bbd019c8c46bf5e09a38fe561e74bf7f8d0","claim":"Orchestra BioMed Holdings, Inc. underwent a change of control involving Orchestra BioMed, Inc. (closed 2023-01-26).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Orchestra BioMed, Inc."},{"label":"Closing","value":"2023-01-26"}],"fact_type":"ma_transaction"},{"claim_id":"87f2db776a1f1cac14343bc23e373e5d38f17ffc","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Counterparty","value":"RTW Funds and certain existing shareholders of HSAC2 and stockholders of Orchestra"},{"label":"Effective","value":"2023-01-26"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}