--- 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" generated_at: "2026-06-20T05:37:29.917844+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Orchestra BioMed completes business combination, 20.2M shares issued, earnout up to 8M shares ## Summary - 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. ## SEC filing metadata - 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 - event_type: m_and_a - sentiment: positive - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - 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 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-006448 - JSON: https://secwatch.observer/filing/0001213900-23-006448.json - Plain text: https://secwatch.observer/filing/0001213900-23-006448.txt ## Key facts - Executive change Michael D. Kaswan was appointed as Chief Financial Officer at Orchestra BioMed Holdings, Inc.. - Action: appointed - Role: Chief Financial Officer source text: ● Michael D. Kaswan, Chief Financial Officer. evidence_url: https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm - Executive change David P. Hochman was appointed as Chief Executive Officer at Orchestra BioMed Holdings, Inc.. - Action: appointed - Role: Chief Executive Officer source text: Effective as of the Closing, the executive officers of the Company are: ● David P. Hochman, Chief Executive Officer; evidence_url: https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm - Executive change Eric S. Fain, M.D. was appointed as Director at Orchestra BioMed Holdings, Inc.. - Action: appointed - Role: Director source text: ● Class III directors: David P. Hochman, Darren R. Sherman and Eric S. Fain, M.D. evidence_url: https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm - Executive change 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 source text: ● Yuval Mika, Ph.D., General Manager and Chief Technology Officer, Bioelectronic Therapies; evidence_url: https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm - Executive change Jason Aryeh was appointed as Director at Orchestra BioMed Holdings, Inc.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm - Executive change Geoffrey W. Smith was appointed as Director at Orchestra BioMed Holdings, Inc.. - Action: appointed - Role: Director source text: ● Class II directors: Pamela Y. Connealy and Geoffrey W. Smith; evidence_url: https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm - Executive change Eric A. Rose, M.D. was appointed as Director at Orchestra BioMed Holdings, Inc.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm - Executive change Pamela Y. Connealy was appointed as Director at Orchestra BioMed Holdings, Inc.. - Action: appointed - Role: Director source text: ● Class II directors: Pamela Y. Connealy and Geoffrey W. Smith; evidence_url: https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm - Executive change Darren R. Sherman was appointed as President and Chief Operating Officer at Orchestra BioMed Holdings, Inc.. - Action: appointed - Role: President and Chief Operating Officer source text: ● Darren R. Sherman, President and Chief Operating Officer; evidence_url: https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm - Governance Changes Orchestra BioMed Holdings, Inc.: Replaced memorandum and articles of association with new certificate of incorporation upon Domestication. - Change: charter amendment source text: 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_url: https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm - Governance Changes Orchestra BioMed Holdings, Inc.: Adopted new bylaws upon Domestication replacing prior governing documents. - Change: bylaw amendment source text: The bylaws of Domesticated HSAC2 became the bylaws of New Orchestra (the “Bylaws”). evidence_url: https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm - Governance Changes Orchestra BioMed Holdings, Inc.: Company ceased to be a shell company upon closing of the Business Combination. - Change: shell status source text: as a result of the Business Combination, the Company ceased to be a shell company upon the closing of the Business Combination. evidence_url: https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm - Governance Changes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm - M&A Transactions 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm - Material Agreements 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1814114/000121390023006448/0001213900-23-006448-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.