Orchestra BioMed Holdings Inc美股招股说明书(2025-07-31版)

Orchestra BioMed Holdings, Inc. We are offeringshares of our common stock and, in lieu of common stock to certain investors that so choose, pre-funded warrants to purchase up toshares of common stock. The purchase price of each pre-funded warrant equals the priceper share at which common stock is being sold to the public in this offering, minus $0.0001, and the exercise price of each pre-funded warrant equals $0.0001 per share. Our common stock is traded on the Nasdaq Global Market under the symbol “OBIO.” On July30, 2025, the last reported saleprice of our common stock on the Nasdaq Global Market was $3.12 per share. There is no established public trading market for thepre-funded warrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing of the pre-fundedwarrants on the Nasdaq Global Market, any other national securities exchange or any other nationally recognized trading system. Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertainties describedunder the heading “Risk Factors” of this prospectus supplement and in the documents incorporated by reference into this prospectussupplement and the accompanying prospectus. (1)See the section titled “Underwriting” for additional information regarding underwriting compensation. We have granted the underwriters an option for a period of 30days to purchase up toadditional shares of commonstock at the public offering price, less underwriting discounts and commissions. If the underwriters exercise the option in full, thetotal underwriting discounts and commissions payable by us will be $and the total proceeds to us, before expenses, will be$. Certain of our existing stockholders, RTW Investments, LP (“RTW”) and Perceptive Life Sciences Master Fund, Ltd.(“Perceptive”), either directly or through their respective affiliates, and our Chief Executive Officer and Chairman of our board ofdirectors, David P. Hochman, have each indicated an interest in purchasing up to $10.0million, $5.0million and $50,000,respectively, of our common stock or, in lieu of common stock, pre-funded warrants to purchase shares of common stock, offered inthis offering at the public offering price of $per share and $per pre-funded warrant. Because these indications ofinterest are not a binding agreement or commitment to purchase, they may determine to purchase more, fewer, or no shares and pre-funded warrants in this offering, or the underwriters may determine to sell more, fewer, or no shares and pre-funded warrants to suchpersons. The underwriters will receive the same underwriting discounts and commissions on any shares of our common stock andpre-funded warrants purchased by RTW, Perceptive and Mr.Hochman as they will from the other shares of our common stock andpre-funded warrants sold in this offering. Our existing stockholder, Covidien Group S.à.r.l. (an affiliate of Medtronic plc) (“Covidien”), and Ligand Pharmaceuticals, Inc.(“Ligand”) have agreed to acquire up to $12.0million and $5.0million in shares of our common stock, respectively, in a privateplacement (the “Private Placement”) exempt from the registration requirements of the Securities Act of 1933, as amended (the“Securities Act”), at a price per share equal to the public offering price in this offering. The Private Placement is contingent upon thereceipt by us of gross proceeds of at least $35.0million in the aggregate pursuant to this offering and the terms of the Stock PurchaseAgreements (as defined herein). See “Prospectus Supplement Summary — Recent Developments — Concurrent Private Placement.” Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of our common stock and pre-funded warrants against payment in New York, New, 2025. TD CowenThe information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities andExchange Commission and is effective. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell these securities and are not soliciting an TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-6RISK FACTORSS-9CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-13USE OF PROCEEDSS-15DIVIDEND POLICYS-16DILUTIONS-17DESCRIPTION OF PRE-FUNDED WARRANTSS-19MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESS-21UNDERWRITINGS-27LEGAL MATTERSS-37EXPERTSS-38WHERE YOU CAN FIND MORE INFORMATIONS-39INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-40ProspectusABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2WHERE YOU CAN FIND MORE INFORMATION; IN