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Orchestra BioMed Announces Pricing of $40 Million Public Offering

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Orchestra BioMed (Nasdaq: OBIO) has announced the pricing of a $40 million public offering, consisting of 9,413,637 shares of common stock at $2.75 per share and pre-funded warrants for 5,136,363 shares at $2.7499 per warrant.

The company granted underwriters a 30-day option to purchase up to 2,182,500 additional shares. The offering, expected to close on August 4, 2025, will fund Orchestra's AVIM therapy program, the BACKBEAT study, and the Virtue Sirolimus AngioInfusion Balloon (SAB) program. Piper Sandler and TD Cowen are serving as joint book-running managers for the offering.

Orchestra BioMed (Nasdaq: OBIO) ha annunciato il prezzo di un offerta pubblica da 40 milioni di dollari, composta da 9.413.637 azioni ordinarie al prezzo di 2,75 dollari per azione e da warrant pre-finanziati per 5.136.363 azioni al prezzo di 2,7499 dollari per warrant.

L'azienda ha concesso agli underwriter un'opzione di 30 giorni per acquistare fino a 2.182.500 azioni aggiuntive. L'offerta, che si prevede si concluda il 4 agosto 2025, finanzierà il programma di terapia AVIM di Orchestra, lo studio BACKBEAT e il programma Virtue Sirolimus AngioInfusion Balloon (SAB). Piper Sandler e TD Cowen sono i joint book-running manager dell'offerta.

Orchestra BioMed (Nasdaq: OBIO) ha anunciado el precio de una oferta pública de 40 millones de dólares, que consiste en 9,413,637 acciones ordinarias a 2.75 dólares por acción y warrants prefinanciados para 5,136,363 acciones a 2.7499 dólares por warrant.

La compañía otorgó a los suscriptores una opción de 30 días para comprar hasta 2,182,500 acciones adicionales. Se espera que la oferta se cierre el 4 de agosto de 2025 y financiará el programa de terapia AVIM de Orchestra, el estudio BACKBEAT y el programa Virtue Sirolimus AngioInfusion Balloon (SAB). Piper Sandler y TD Cowen actúan como gestores conjuntos del libro para la oferta.

Orchestra BioMed (나스�: OBIO)4,000� 달러 규모� 공개 모집 갶격을 발표했습니다. 이번 공모� 보통� 9,413,637주를 주당 2.75달러�, 그리� 선지� 워런� 5,136,363주를 워런트당 2.7499달러� 포함합니�.

회사� 인수인에� 30일간 최대 2,182,500� 추갶� 매입 옵션� 부여했습니�. 이번 공모� 2025� 8� 4� 마감� 예정이며, Orchestra� AVIM 치료 프로그램, BACKBEAT 연구, 그리� Virtue Sirolimus AngioInfusion Balloon (SAB) 프로그램 자금� 조달� 예정입니�. Piper Sandler와 TD Cowen� 공동 주관사로 참여합니�.

Orchestra BioMed (Nasdaq : OBIO) a annoncé le prix d'une offre publique de 40 millions de dollars, comprenant 9 413 637 actions ordinaires à 2,75 dollars par action et des bons de souscription préfinancés pour 5 136 363 actions à 2,7499 dollars par bon.

La société a accordé aux souscripteurs une option de 30 jours pour acheter jusqu'à 2 182 500 actions supplémentaires. L'offre, dont la clôture est prévue le 4 août 2025, financera le programme de thérapie AVIM d'Orchestra, l'étude BACKBEAT et le programme Virtue Sirolimus AngioInfusion Balloon (SAB). Piper Sandler et TD Cowen agissent en tant que co-gestionnaires de l'offre.

Orchestra BioMed (Nasdaq: OBIO) hat die Preisfestsetzung einer 40-Millionen-Dollar-Öffentlichen Platzierung bekannt gegeben, bestehend aus 9.413.637 Stammaktien zu 2,75 US-Dollar je Aktie und vorfinanzierten Optionsscheinen für 5.136.363 Aktien zu 2,7499 US-Dollar je Optionsschein.

Das Unternehmen gewährte den Underwritern eine 30-tägige Option zum Kauf von bis zu 2.182.500 zusätzlichen Aktien. Das Angebot, das voraussichtlich am 4. August 2025 abgeschlossen wird, soll das AVIM-Therapieprogramm von Orchestra, die BACKBEAT-Studie und das Virtue Sirolimus AngioInfusion Balloon (SAB) Programm finanzieren. Piper Sandler und TD Cowen fungieren als gemeinsame Bookrunner für das Angebot.

Positive
  • Secured $40 million in gross proceeds to advance clinical programs
  • Funding secured for key clinical trials including BACKBEAT study and Virtue SAB trial
  • Strong institutional backing with Piper Sandler and TD Cowen as joint book-runners
Negative
  • Significant dilution for existing shareholders with 14.55 million new shares/warrants
  • Offering priced at $2.75 per share, indicating potential market pressure
  • Additional dilution possible through underwriters' option for 2.18M more shares

Insights

Orchestra BioMed's $40M offering provides capital for key clinical programs but dilutes existing shareholders at a relatively low price point.

Orchestra BioMed has priced a $40 million public offering through the sale of 9.41 million common shares at $2.75 per share and 5.14 million pre-funded warrants at $2.7499 each. This financing decision comes at a critical juncture for the company's clinical development programs.

The capital raise appears strategically timed to fund two core development programs: the atrioventricular interval modulation (AVIM) therapy and associated BACKBEAT study, alongside the Virtue Sirolimus AngioInfusion Balloon (SAB) program and its planned clinical trial. These represent the company's primary value drivers, making their continued advancement essential.

However, the offering price of $2.75 signals potential concerns. This pricing likely represents a discount to the previous trading price, which is typical for secondary offerings but creates immediate dilution for existing shareholders. With approximately 14.55 million new shares (including pre-funded warrants), plus a potential additional 2.18 million shares through the underwriters' option, the dilution impact is substantial relative to the company's previous outstanding share count.

The involvement of established underwriters Piper Sandler and TD Cowen lends credibility to the transaction, though their participation doesn't negate the dilutive effects. This financing pathway suggests Orchestra BioMed may have limited alternative funding options available or faces urgency in securing capital for its clinical programs.

While the offering provides necessary operating runway, investors should carefully evaluate whether the additional capital adequately offsets the ownership dilution, particularly considering the relatively modest $40 million raise size relative to the typical costs of advancing multiple clinical-stage assets in the medical device/biotech sector.

NEW HOPE, Pa., Aug. 01, 2025 (GLOBE NEWSWIRE) -- Orchestra BioMed Holdings, Inc. (Nasdaq: OBIO, “Orchestra BioMed� or the “Company�), a biomedical company accelerating high-impact technologies to patients through risk-reward sharing partnerships, announced today the pricing of an underwritten public offering of 9,413,637 shares of its common stock at a price to the public of $2.75 per share and, in lieu of common stock to certain investors, pre-funded warrants to purchase 5,136,363 shares of its common stock at a price to the public of $2.7499 per pre-funded warrant, which represents the per share public offering price for the shares of common stock less the $0.0001 per share exercise price for each pre-funded warrant (the “Offering�). In addition, the Company granted the underwriters a 30-day option to purchase up to an additional 2,182,500 shares of its common stock at the public offering price per share, less underwriting discounts and commissions. All of the securities are being offered by the Company. The Offering is expected to close on August 4, 2025, subject to customary closing conditions.

The gross proceeds from the Offering, before deducting underwriting discounts and commissions and estimated offering expenses, are expected to be approximately $40.0 million, assuming no exercise of the underwriters� option. The Company intends to use the net proceeds from the Offering, together with its existing cash and cash equivalents, to fund the Company’s atrioventricular interval modulation (“AVIM�) therapy program and the execution of the BACKBEAT study and to fund its Virtue Sirolimus AngioInfusion Balloon (“SAB�) program and the planned Virtue SAB trial, as well as research and clinical development of other current or additional product candidates, and the remainder for working capital and other general corporate purposes.

Piper Sandler and TD Cowen are acting as joint book-running managers for the Offering.

The securities described above are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-279430) that was filed with the Securities and Exchange Commission (the “SEC�) on May 15, 2024 and declared effective on May 24, 2024. A preliminary prospectus supplement relating to the Offering has been, and a prospectus supplement relating to the Offering will be, filed with the SEC. The Offering is being made only by means of a prospectus supplement and an accompanying prospectus that form a part of the registration statement. Copies of the prospectus supplement and accompanying prospectus relating to the Offering may be obtained free of charge on the SEC’s website located at www.sec.gov. Copies of the prospectus supplement and accompanying prospectus relating to the Offering may also be obtained, when available, from: Piper Sandler & Co., Attention: Prospectus Department, 350 North 5th Street, Suite 1000, Minneapolis, MN 55401, or by telephone at (800) 747-3924, or by email at [email protected]; or TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, New York 10017, by telephone at (833) 297-2926, or by email at [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Orchestra BioMed

Orchestra BioMed (Nasdaq: OBIO) is a biomedical innovation company accelerating high-impact technologies to patients through risk-reward sharing partnerships with leading medical device companies. Orchestra BioMed’s partnership-enabled business model focuses on forging strategic collaborations with leading medical device companies to drive successful global commercialization of products it develops. Orchestra BioMed’s lead product candidate is AVIM therapy for the treatment of hypertension, the leading risk factor for death worldwide. Orchestra BioMed is also developing Virtue SAB for the treatment of atherosclerotic artery disease, the leading cause of mortality worldwide. Orchestra BioMed has a strategic collaboration with Medtronic, one of the largest medical device companies in the world, for development and commercialization of AVIM therapy for the treatment of hypertension in pacemaker-indicated patients, and a strategic partnership with Terumo, a global leader in medical technology, for development and commercialization of Virtue SAB for the treatment of artery disease. The Company has received four Breakthrough Device Designations from the U.S. Food and Drug Administration across these two core programs, reflecting the significant potential of its technologies to address high unmet needs in cardiovascular care.

Forward-Looking Statements

Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,� “may,� “will,� “estimate,� “continue,� “anticipate,� “intend,� “expect,� “should,� “would,� “plan,� “predict,� “potential,� “seem,� “seek,� “future,� “outlook� and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the proposed Offering, including the completion and timing of the Offering and the anticipated use of proceeds from the Offering. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions; risks related to regulatory approval of the Company’s commercial product candidates and ongoing regulation of the Company’s product candidates, if approved; the timing of, and the Company’s ability to achieve expected regulatory and business milestones; the impact of competitive products and product candidates; and the risk factors discussed under the heading “Item 1A. Risk Factors� in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 31, 2025, and the risk factor discussed under the heading “Item 1A. Risk Factors� in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, which was filed with the SEC on May 12, 2025, as such discussion may be updated from time to time by subsequent filings the Company may make with the SEC, as well as the risks identified in the registration statement and the preliminary prospectus supplement relating to the Offering.

The Company operates in a very competitive and rapidly changing environment. New risks emerge from time to time. Given these risks and uncertainties, the Company cautions against placing undue reliance on these forward-looking statements, which only speak as of the date of this press release. The Company does not plan and undertakes no obligation to update any of the forward-looking statements made herein, except as required by law.

Investor Contact
Silas Newcomb
Orchestra BioMed

Media Contact
Kelsey Kirk-Ellis
Orchestra BioMed


FAQ

What is the size and price of Orchestra BioMed's (OBIO) public offering in 2025?

Orchestra BioMed priced a $40 million public offering at $2.75 per share, including 9.41M common shares and 5.14M pre-funded warrants.

How will Orchestra BioMed use the proceeds from its August 2025 offering?

The proceeds will fund the AVIM therapy program, BACKBEAT study, Virtue SAB program, and research and clinical development of other product candidates, plus working capital.

What is the exercise price for Orchestra BioMed's pre-funded warrants in the 2025 offering?

The pre-funded warrants have an exercise price of $0.0001 per share, with a public offering price of $2.7499 per warrant.

Who are the underwriters for Orchestra BioMed's August 2025 public offering?

Piper Sandler and TD Cowen are acting as joint book-running managers for the offering.

When will Orchestra BioMed's August 2025 public offering close?

The offering is expected to close on August 4, 2025, subject to customary closing conditions.
Orchestra BioMed Holdings Inc

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121.07M
25.36M
21.82%
55.5%
1.39%
Biotechnology
Surgical & Medical Instruments & Apparatus
United States
NEW HOPE