OBIO / Orchestra BioMed Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Amendment No. 1 to Stock Purchase Agreement, by and between the Company and Covidien Group S.à.r.l., dated August 1, 2025.

Exhibit 10.6 Execution Version AMENDMENT TO STOCK PURCHASE AGREEMENT This Amendment to Stock Purchase Agreement (this “Amendment”) is made and entered into as of August 1, 2025 by and between Orchestra BioMed Holdings, Inc., a Delaware corporation (the “Issuer”) and Covidien Group S.à.r.l., a private limited liability company (société à responsabilité limitée), incorporated under the laws of the G

Warrant issued to Ligand Pharmaceuticals Incorporated, dated August 4, 2025.

Exhibit 4.1 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN

Amendment No. 1 to Exclusive License and Collaboration Agreement, dated as of August 1, 2025, by and among the Company, BackBeat Medical, LLC and Medtronic, Inc.

Exhibit 10.9 EXECUTION COPY *** Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is information that the company treats as private or confidential. Such omitted information is indicated by brackets “[***]” in this exhibit. *** AMENDMENT NO. 1 TO EXCLUSIVE LICENSE AND COLLABORATION AGREEMENT This Amendm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURS

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39421 ORCHESTRA BIOMED HOLDINGS, INC.

Registration Rights Agreement, dated August 4, 2025, by and among the Company, Ligand Pharmaceuticals Incorporated and Covidien Group S.à.r.l.

Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2025, is entered into by and among Orchestra BioMed Holdings, Inc., a Delaware corporation (the “Company”), and the investors listed on the signature pages hereto (each, an “Investor” and collectively, the “Investors”). Certain capitalized terms used herein and not otherwise defi

Form of Pre-Funded Warrant.

Exhibit 4.1 FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Number of Shares: [ ] (subject to adjustment) Warrant No. [●] Original Issue Date: August 4, 2025 ORCHESTRA BIOMED HOLDINGS, INC. Orchestra BioMed Holdings, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [●] or its

Underwriting Agreement, dated as of August 1, 2025, by and among Orchestra BioMed Holdings, Inc., Piper Sandler & Co. and TD Securities (USA) LLC.

Exhibit 1.1 Execution Version Orchestra BioMed Holdings, Inc. 9,413,637 Shares Common Stock Pre-Funded Warrants to Purchase up to 5,136,363 Shares of Common Stock UNDERWRITING AGREEMENT August 1, 2025 PIPER SANDLER & CO. TD Securities (USA) LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Piper Sandler & Co. U.S. Bancorp Center 800 Nicollet Mall Minneapolis, Minnes

Orchestra BioMed Announces Pricing of $40 Million Public Offering

Exhibit 99.2 Orchestra BioMed Announces Pricing of $40 Million Public Offering NEW HOPE, Pa., August 1, 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 9,413,63

Orchestra BioMed Announces Proposed Public Offering

Exhibit 99.1 Orchestra BioMed Announces Proposed Public Offering NEW HOPE, Pa., July 31, 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 that it has commenced an underwritten public offering of shares of its co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2025 ORCHESTRA BIOMED HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2025 ORCHESTRA BIOMED HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39421 (Commission File

Orchestra BioMed Holdings, Inc. 9,413,637 Common Stock Pre-Funded Warrants to Purchase 5,136,363 Shares of Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-279430 PROSPECTUS SUPPLEMENT (To Prospectus Dated May 24, 2024) Orchestra BioMed Holdings, Inc. 9,413,637 Common Stock Pre-Funded Warrants to Purchase 5,136,363 Shares of Common Stock We are offering 9,413,637 shares of our common stock and, in lieu of common stock to certain investors that so choose, pre-funded warrants to

Calculation of Filing Fee Tables

Calculation of Filing Fee Tables S-3 Orchestra BioMed Holdings, Inc. Narrative Disclosure The maximum aggregate offering price of the securities to which the prospectus relates is $40,012,500.00. The prospectus is a final prospectus for the related offering. The prospectus supplement to which this Exhibit is attached is a final prospectus for the related offering. The maximum aggregate offering pr

Stock Purchase Agreement, by and between the Company and Ligand Pharmaceuticals, Incorporated, dated July 31, 2025

Exhibit 10.2 Execution Version STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of July 31, 2025, by and between Orchestra BioMed Holdings, Inc., a Delaware corporation (the “Issuer”), and Ligand Pharmaceuticals Incorporated, a Delaware corporation (the “Investor”). W I T N E S S E T H: WHEREAS, the Issuer and the Investor are executing and delivering this Agre

Form of Secured Subordinated Promissory Note by and among the Company, Orchestra BioMed, Inc, BackBeat Medical, LLC and Medtronic Inc.

Exhibit 10.4 EXECUTION VERSION THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (1) REGISTRATION UNDER SUCH ACT AND ANY OTHER APPLICABLE LAWS OR (2) AN OPINION OF COUNSEL FOR THE BORROWER OR OTHER COUNSEL REASONABLY ACCEPTABLE TO T

Stock Purchase Agreement, by and between the Company and Covidien Group S.à.r.l., dated July 31, 2025

Exhibit 10.5 Execution Version STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of July 31, 2025, by and between Orchestra BioMed Holdings, Inc., a Delaware corporation (the “Issuer”) and Covidien Group S.à.r.l., a private limited liability company (société à responsabilité limitée), incorporated under the laws of the Grand Duchy of Luxembourg (the “Investor”).

Loan Agreement, by and among the Company, Orchestra BioMed, Inc, BackBeat Medical, LLC and Medtronic Inc., dated July 31, 2025

Exhibit 10.3 EXECUTION VERSION LOAN AGREEMENT THIS LOAN AGREEMENT (this “Agreement”) dated as of July 31, 2025, is by and among ORCHESTRA BIOMED HOLDINGS, INC., a Delaware corporation (“Parent”), ORCHESTRA BIOMED, INC., a Delaware corporation (“Orchestra”), Caliber Therapeutics, LLC, a Delaware limited liability company (“Caliber”), and BACKBEAT MEDICAL, LLC, a Delaware limited liability company (

Form of Warrant to be Issued to Ligand Pharmaceuticals Incorporated

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Revenue Participation Right Purchase and Sale Agreement, by and between the Company and Ligand Pharmaceuticals Inc., dated July 31, 2025

Exhibit 10.1 EXECUTION VERSION REVENUE PARTICIPATION RIGHT PURCHASE AND SALE AGREEMENT BY AND BETWEEN LIGAND PHARMACEUTICALS, INC. AND ORCHESTRA BIOMED HOLDINGS, INC. DATED AS OF JULY 31, 2025 TABLE OF CONTENTS Page Article 1 DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Certain Interpretations 20 Article 2 PURCHASE, SALE AND ASSIGNMENT OF THE REVENUE INTEREST 21 Section 2.1 Purchase, Sale a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2025 ORCHESTRA BIOMED HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2025 ORCHESTRA BIOMED HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39421 (Commission File

Ligand and Medtronic Commit $70 Million in Strategic Capital to Orchestra BioMed ·           Ligand to invest $35 million in exchange for a tiered royalty on future sales of Orchestra’s AVIM therapy and Virtue SAB and an additional $5 million in an e

Exhibit 99.1 Ligand and Medtronic Commit $70 Million in Strategic Capital to Orchestra BioMed ·           Ligand to invest $35 million in exchange for a tiered royalty on future sales of Orchestra’s AVIM therapy and Virtue SAB and an additional $5 million in an equity private placement ·          Medtronic to invest $10 million in an equity private placement and an additional $20 million in a secu

SUBJECT TO COMPLETION, DATED JULY 31, 2025

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

Second Amendment to Loan and Security Agreement, by and among the Company and certain of its subsidiaries, the lenders named therein and Hercules Capital, Inc., dated July 31, 2025.

Exhibit 10.6 Execution Version SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT This Second Amendment to Loan and Security Agreement (this “Amendment”) is dated as of July 31, 2025 and is entered into by and among (a) (i) ORCHESTRA BIOMED HOLDINGS, INC., a Delaware corporation (“Company”), (ii) ORCHESTRA BIOMED, INC., a Delaware corporation (“BioMed”), (iii) CALIBER THERAPEUTICS, LLC, a Delaware li

Form of Amendment No. 1 to Warrants between the Company and each of Hercules Capital, Inc., Hercules Capital IV, L.P., and Hercules SBIC V, L.P.

Exhibit 4.2 AMENDMENT NO. 1 TO WARRANT AGREEMENT THIS AMENDMENT NO. 1 TO WARRANT AGREEMENT (this “Amendment”) is made this day of July, 2025, by and between                           (“Holder”) and Orchestra BioMed Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein, but not defined herein shall have the meanings set forth in the Warrant (as defined below). WHEREA

Form of Registration Rights Agreement

Exhibit 10.7 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is entered into by and among Orchestra BioMed Holdings, Inc., a Delaware corporation (the “Company”), and the investors listed on the signature pages hereto (each, an “Investor” and collectively, the “Investors”). Certain capitalized terms used herein and not otherwise defined h

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 24, 2025 ORCHESTRA BIOMED HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 24, 2025 ORCHESTRA BIOMED HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39421 (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39421 ORCHESTRA BIOMED HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Orchestra BioMed Receives FDA Breakthrough Device Designation for AVIM Therapy

Exhibit 99.1 Orchestra BioMed Receives FDA Breakthrough Device Designation for AVIM Therapy · Breakthrough Device Designation (“BDD”) applies to an estimated U.S. population of over 7.7 million patients with uncontrolled hypertension and increased cardiovascular risk · BDD also encompasses pacemaker-indicated patients with uncontrolled hypertension who are the focus of the BACKBEAT global pivotal

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2025 ORCHESTRA BIOMED HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39421 (Commission Fil

Orchestra BioMed Receives FDA Approval of IDE to Initiate U.S. Coronary Pivotal Trial Randomizing First-in-Class Sirolimus-AngioInfusion Balloon, Virtue SAB, Head-to-Head with Paclitaxel-Coated Balloon

Exhibit 99.2 Orchestra BioMed Receives FDA Approval of IDE to Initiate U.S. Coronary Pivotal Trial Randomizing First-in-Class Sirolimus-AngioInfusion Balloon, Virtue SAB, Head-to-Head with Paclitaxel-Coated Balloon · Orchestra BioMed’s Virtue® Sirolimus AngioInfusion BalloonTM (“Virtue SAB”) is the only non-coated drug-eluting balloon system under clinical investigation worldwide and has been awar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39421 ORCHESTRA BIOMED HOLDINGS, INC.

Lease Agreement, dated as of September 9, 2024, by and between Victoriana Building, LLC and Orchestra BioMed, Inc.

Exhibit 10.13 *** Certain information in this document has been excluded pursuant to Regulation S-K, item 601(b)(10). Such excluded information is not material and is information that the company treats as private or confidential. Such omitted information is indicated by brackets “[***]”) in this exhibit. *** LEASE This Lease Agreement is made and entered into as of this 9th day of September 2024

List of Subsidiaries of Orchestra BioMed Holdings, Inc.

Exhibit 21.1 Subsidiaries of Orchestra BioMed Holdings, Inc. State or Jurisdiction of Incorporation or Name Organization Orchestra BioMed, Inc. Delaware BackBeat Medical, LLC Delaware Caliber Therapeutics, LLC Delaware FreeHold Surgical, LLC Delaware Accelerated Technologies, LLC Delaware Motus GI, LLC Delaware Motus GI Medical Technologies, Ltd. Israel

Letter Agreement to Distribution Agreement, by and among Orchestra Biomed, Inc., Terumo Corporation and Terumo Medical Corporation, dated June 13, 2019.

Exhibit 10.18 *** Certain information in this document has been excluded pursuant to Regulation S-K, item 601(b)(10). Such excluded information is not material and is information that the company treats as private or confidential. Such omitted information is indicated by brackets “[***]”) in this exhibit.*** June 20, 2022 Terumo Medical Corporation 265 Davidson Avenue Somerset, NJ 08873 Attention:

Amendment to Distribution Agreement, by and among Orchestra Biomed, Inc., Terumo Corporation and Terumo Medical Corporation, dated June 30, 2020.

Exhibit 10.19 *** Certain information in this document has been excluded pursuant to Regulation S-K, item 601(b)(10). Such excluded information is not material and is information that the company treats as private or confidential. Such omitted information is indicated by brackets “[***]”) in this exhibit.*** AMENDMENT TO DISTRIBUTION AGREEMENT This Amendment (this “Amendment”), dated as of June 30

Form of Common Stock Warrant, issued by Orchestra BioMed Holdings, Inc. in connection with the Restated and Amended Consulting Agreement, dated January 1, 2025, by and between the Company and John Columbia, Inc.

Exhibit 4.17 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Description of Securities of Orchestra BioMed Holdings, Inc.

Exhibit 4.18 DESCRIPTION OF SECURITIES General The following description summarizes the most important terms of the securities of Orchestra BioMed Holdings, Inc. (the “Company,” “we,” “us,” or “our”). The following summary does not purport to be complete and is subject to, as applicable, our certificate of incorporation (the “Charter”), our bylaws (the “Bylaws”) the provisions of the instrument be

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 3, 2025 ORCHESTRA BIOMED HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39421 (Commission File

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Exhibit 99.1 KƌĐŚĞƐƚƌĂ ŝŽDĞĚ ŽƌƉŽƌĂƚĞ WƌĞƐĞŶƚĂƚŝŽŶ Y ϭϮϬϮϱ ͮŽƌƉŽƌĂƚĞWƌĞƐĞŶƚĂƚŝŽŶY ϭϮϬϮϱ Ϯ Forward - Looking Statements This presentation has been prepared for informational purposes only from information supplied by Orchestra BioMed Holdings, Inc . , referred to herein as “we,” “our,” “Orchestra BioMed,” and “the Company,” and from third - party sources indicated herein . Such third - pa

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 19, 2025 ORCHESTRA BIOMED HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39421 (Commission

As filed with the Securities and Exchange Commission on February 19, 2025

As filed with the Securities and Exchange Commission on February 19, 2025 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Orchestra BioMed Holdings, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2025 ORCHESTRA BIOMED HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39421 (Commission F

Orchestra BioMed Announces Appointment of Former Medtronic SVP of Corporate Development Christopher Cleary to Board of Directors

Exhibit 99.1 Orchestra BioMed Announces Appointment of Former Medtronic SVP of Corporate Development Christopher Cleary to Board of Directors · Medical device industry veteran brings over three decades of expertise in M&A, as well as structured research and development (“R&D”) collaborations aligned with Orchestra BioMed’s partnership-enabled business model · Mr. Cleary previously served as Senior

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39421 ORCHESTRA BIOMED HOLDINGS, INC.

Loan and Security Agreement, dated November 6, 2024, by and among the Company and certain of its subsidiaries, the lenders named therein and Hercules Capital, Inc., as administrative agent and collateral

Exhibit 10.1 Execution Version Certain information contained in this exhibit has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K, as indicated with the notation “[***]”, because such information is both not material and is the type that the registrant treats as private or confidential. In addition, certain information contained in this exhibit has been redacted pursuant to Item 601

Exhibit 4.16

Exhibit 4.1 Execution Version Certain information contained in this exhibit has been redacted pursuant to Item 601(a)(6) of Regulation S-K, as indicated with the notation “[###]”, because disclosure of such information would constitute a clearly unwarranted invasion of personal privacy. Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Orchestra BioMed

Bonus Letter Agreement, dated November 8, 2024, by and between the Company and Darren Sherman.

Exhibit 10.2 Orchestra BioMed, Holdings, Inc. 150 Union Square Drive New Hope, Pennsylvania 18938 November 7, 2024 Darren Sherman delivered via email Dear Darren: I am pleased to inform you that the Orchestra BioMed Holdings, Inc. compensation committee has approved a one-time cash bonus payment to you in the amount of $150,000 (the “Bonus”). The Bonus will be paid through payroll on or before Nov

Commercial Lease, by and between Caliber Therapeutics, Inc. and Union Square, L.P. for facilities at 150 and 140 Union Square Drive, New Hope, Pennsylvania, dated December 14, 2009 and amended June 22, 2010, February 1, 2011, September 18, 2012, January 15, 2015, January 20, 2017, August 8, 2017, January 29, 2019, August 30, 2019 and August 8, 2024.

Exhibit 10.3 *** Certain information in this document has been excluded pursuant to Regulation S-K, item 601(b)(10). Such excluded information is not material and is information that the company treats as private or confidential. Such omitted information is indicated by brackets “[***]”) in this exhibit. *** COMMERCIAL LEASE THIS LEASE is made on the 14 day of December, 2009. The Landlord hereby a

Sales Agreement, dated as of August 12, 2024, by and among Orchestra BioMed Holdings, Inc. and TD Securities (USA) LLC.

EXHIBIT 1.1 ORCHESTRA BIOMED HOLDINGS, INC. $100,000,000 SALES AGREEMENT August 12, 2024 TD Securities (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 Ladies and Gentlemen: Orchestra BioMed Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through TD Securities (USA) LLC, as sales agent an

Up to $100,000,000 Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-279430 PROSPECTUS SUPPLEMENT (To Prospectus Dated May 24, 2024) Up to $100,000,000 Common Stock We have entered into a sales agreement (the “sales agreement”), with TD Securities (USA) LLC (“TD Cowen”), relating to the sale of shares of our common stock, par value $0.0001 per share, from time to time, offered by this prospec

Amended and Restated Bylaws of Orchestra BioMed Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q filed with the SEC on August 12, 2024).

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ORCHESTRA BIOMED HOLDINGS, INC. (A DELAWARE CORPORATION) (effective as of August 7, 2024) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be as set forth in the certificate of incorporation of the corporation (the “Certificate of Incorporation”). Section 2. Other Offices. The corporat

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2024 ORCHESTRA BIOMED HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39421 (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURS

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39421 ORCHESTRA BIOMED HOLDINGS, INC.

OBIO / Orchestra BioMed Holdings, Inc. / HSAC 2 Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Orchestra Biomed Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 68572M106 (CUSIP Number) 40 10th Avenue, Floor 7 New York, New York 10014 (Name, Address and Telephone Number of Person Authorized

OBIO / Orchestra BioMed Holdings, Inc. / RTW INVESTMENTS, LP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Orchestra Biomed Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 68572M106 (CUSIP Number) RTW Investments, LP Attn: Roderick Wong 40 10th Avenue, Floor 7 New York, New York 10014 (Name, Address an

Orchestra BioMed Announces Appointment of Cardiovascular Device Industry Expert John Mack to Board of Directors

Exhibit 99.1 Orchestra BioMed Announces Appointment of Cardiovascular Device Industry Expert John Mack to Board of Directors · John Mack brings over 30 years of diverse medical device and healthcare technology experience to the Orchestra BioMed Board of Directors · Most recently, Mr. Mack served as Medtronic’s President of Cardiac Surgery; Previous Medtronic roles include Vice President, Business

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2024 ORCHESTRA BIOMED HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39421 (Commission File

OBIO / Orchestra BioMed Holdings, Inc. / PERCEPTIVE ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Orchestra BioMed Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 68572M106 (CUSIP Number) July 11, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2024 ORCHESTRA BIOMED HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2024 ORCHESTRA BIOMED HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39421 (Commission File

Bringing medical inn vation to life Orchestra BioMed AVIM Therapy R&D DAY June 11, 2024 2 | Orchestra BioMed R&D Day 2024 This presentation has been prepared for informational purposes only from information supplied by Orchestra BioMed Holdings, Inc.

Exhibit 99.1 Bringing medical inn vation to life Orchestra BioMed AVIM Therapy R&D DAY June 11, 2024 2 | Orchestra BioMed R&D Day 2024 This presentation has been prepared for informational purposes only from information supplied by Orchestra BioMed Holdings, Inc., referred to herein as “we,” “our,” “Orchestra BioMed,” and “the Company,” and from third-party sources indicated herein. Such third-par

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 11, 2024 ORCHESTRA BIOMED HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39421 (Commission File

Up to $100,000,000 Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-279430 PROSPECTUS SUPPLEMENT (To Prospectus Dated May 24, 2024) Up to $100,000,000 Common Stock We have entered into an Open Market Sale AgreementSM, or the sales agreement, with Jefferies LLC (“Jefferies”), relating to the sale of shares of our common stock, par value $0.0001 per share, from time to time, offered by this pr

ORCHESTRA BIOMED HOLDINGS, INC. 150 Union Square Drive New Hope, Pennsylvania 18938

ORCHESTRA BIOMED HOLDINGS, INC. 150 Union Square Drive New Hope, Pennsylvania 18938 May 22, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Orchestra BioMed Holdings, Inc. Registration Statement on Form S-3 filed on May 15, 2024 File No. 333-279430 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Ac

Form of Indenture.

Exhibit 4.17 ORCHESTRA BIOMED HOLDINGS, INC. INDENTURE Dated as of , 20 [                        ] Trustee Table of Contents Page Article I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 Article II. THE SECURITIES 5 Section 2.1. Issuable i

As filed with the Securities and Exchange Commission on May 15, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 15, 2024 Registration No.

Open Market Sale AgreementTM, dated as of May 15, 2024, by and between Orchestra BioMed Holdings, Inc. and Jefferies LLC.

Exhibit 1.2 OPEN MARKET SALE AGREEMENTSM May 15, 2024 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Orchestra BioMed Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s co

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Orchestra BioMed Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39421 ORCHESTRA BIOMED HOLDINGS, INC.

First Amendment of Lease dated as of November 22, 2022, by and between ESRT One Grand Central Place, L.L.C., and Orchestra BioMed, Inc.

Exhibit 10.1 FIRST AMENDMENT OF LEASE THIS FIRST AMENDMENT OF LEASE, made as of the 22 day of November, 2022 (this “Amendment”), by and between ESRT ONE GRAND CENTRAL PLACE, L.L.C., a Delaware limited liability company, having an office c/o ESRT Management, L.L.C., 111 West 33rd Street, New York, New York 10120 (“Landlord”), and ORCHESTRA BIOMED, INC., a Delaware corporation, having an office at O

ORCHESTRA BIOMED HOLDINGS, INC. Up to 18,586,201 Shares of Common Stock Up to 1,917,841 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 750,000 Warrants

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-274924   PROSPECTUS ORCHESTRA BIOMED HOLDINGS, INC. Up to 18,586,201 Shares of Common Stock Up to 1,917,841 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 750,000 Warrants This prospectus relates to the issuance by us of up to an aggregate of 1,917,841 shares of common stock, $0.0001 par value per share

ORCHESTRA BIOMED HOLDINGS, INC. 150 Union Square Drive New Hope, Pennsylvania 18938

ORCHESTRA BIOMED HOLDINGS, INC. 150 Union Square Drive New Hope, Pennsylvania 18938 May 8, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Orchestra BioMed Holdings, Inc. Registration Statement on Form S-3, initially filed on October 10, 2023, as amended File No. 333-274924 Ladies and Gentlemen: Pursuant to Rule 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

As filed with the Securities and Exchange Commission on April 25, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 25, 2024 Registration No.

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1(212) 318-6393 [email protected] April 25, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Benjamin Richie Lauren Nguyen Re: Orchestra BioMed Holdings, Inc. Amendment No. 1 to Registration Statement on Form S-1 on Form S-3 Filed March 27, 2024 File No. 333-274924 Ladies and

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 29, 2024 ORCHESTRA BIOMED HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39421 (Commission Fil

Exhibit 4.16

Exhibit 4.16 DESCRIPTION OF SECURITIES General The following description summarizes the most important terms of the securities of Orchestra BioMed Holdings, Inc. (the “Company,” “we,” “us,” or “our). The following summary does not purport to be complete and is subject to our certificate of incorporation (the “Charter”), our bylaws (the “Bylaws”) and the provisions of applicable law. Copies of the

Orchestra BioMed Holdings, Inc. 2023 Executive Incentive Compensation Recoupment Policy

Exhibit 97.1 ORCHESTRA BIOMED HOLDINGS, INC. 2023 EXECUTIVE INCENTIVE COMPENSATION RECOUPMENT POLICY Adopted as of October [18], 2023 Orchestra BioMed Holdings, Inc., a Delaware corporation (the “Company”), has adopted an Executive Incentive Compensation Recoupment Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company

As filed with the Securities and Exchange Commission on March 27, 2024

As filed with the Securities and Exchange Commission on March 27, 2024 Registration No.

As filed with the Securities and Exchange Commission on March 27, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 27, 2024 Registration No.

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Orchestra BioMed Holdings, Inc.

Amended and Restated Orchestra BioMed Holdings, Inc. Insider Trading Policy

Exhibit 19.1 AMENDED AND RESATED ORCHESTRA BIOMED HOLDINGS, INC. INSIDER TRADING POLICY Section 1.All Employees, Officers, Directors and their Family Members and Affiliates Are Subject to this Policy. This Amended and Restated Insider Trading Policy (this “Policy”) applies to all employees, outside directors, officers, and consultants of Orchestra BioMed Holdings, Inc., a Delaware corporation (“Or

Orchestra BioMed Holdings, Inc. Non-Employee Director Compensation Policy

Exhibit 10.33 ORCHESTRA BIOMED HOLDINGS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Orchestra BioMed Holdings, Inc. (the “Company”) believes that the granting of equity and cash compensation to members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39421 ORCHESTRA BIOMED HOLDINGS, INC.

Orchestra BioMed Holdings, Inc. Code of Business Conduct and Ethics

Exhibit 14.1 ORCHESTRA BIOMED HOLDINGS, INC. CODE OF BUSINESS CONDUCT AND ETHICS INTRODUCTION Orchestra BioMed Holdings, Inc. (the “Company,” “us,” “we,” “our”) is committed to maintaining the highest standards of business conduct and ethics. This Code of Business Conduct and Ethics (this “Code”) reflects the business practices and principles of behavior that support this commitment. We expect eve

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1(212) 318-6393 [email protected] March 27, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Benjamin Richie     Margaret Schwartz Re: Orchestra BioMed Holdings, Inc. Registration Statement on Form S-1 Filed October 10, 2023 File No. 333-274924 Ladies and Gentlemen: We are in

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 6, 2024 ORCHESTRA BIOMED HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39421 (Commission File

Orchestra BioMed Corporate Presentation Q1 2024

Exhibit 99.1 Orchestra BioMed Corporate Presentation Q1 2024 | Corporate Presentation Q1 2024 2 This presentation has been prepared for informational purposes only from information supplied by Orchestra BioMed Holdings, Inc . , referred to herein as “we,” “our,” “Orchestra BioMed,” and “the Company,” and from third - party sources indicated herein . Such third - party information has not been inde

OBIO / Orchestra BioMed Holdings, Inc. / PERCEPTIVE ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 d751319dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Orchestra BioMed Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 68572M106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Sta

AGREEMENT

EX-99.1 2 d751319dex991.htm EX-99.1 EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Date: February 14, 2

OBIO / Orchestra BioMed Holdings, Inc. / Medtronic plc - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 mdt20240213sc13ga.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Orchestra BioMed Holdings, Inc. (Name of Issuer) Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 68572M106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement)

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 21, 2023 ORCHESTRA BIOMED HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39421 (Commission

Second Amended and Restated Registration Rights and Lock-Up Agreement, dated November 21, 2023, by and among Orchestra BioMed Holdings, Inc., equityholders thereof and certain former stockholders of Orchestra BioMed, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 28, 2023)

Exhibit 10.1 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of November 21, 2023, is made and entered into by and among, (i) Orchestra BioMed Holdings, Inc., a Delaware corporation (f/k/a Health Sciences Acquisitions Corporation 2) (the “Company”), (ii) the equityholders d

Orchestra BioMed Corporate Presentation Q4 2023

Exhibit 99.1 Orchestra BioMed Corporate Presentation Q4 2023 | Corporate Presentation Q4 2023 2 This presentation has been prepared for informational purposes only from information supplied by Orchestra BioMed Holdings, Inc . , referred to herein as “we,” “our,” “Orchestra BioMed,” and “the Company,” and from third - party sources indicated herein . Such third - party information has not been inde

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2023 ORCHESTRA BIOMED HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39421 (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39421 ORCHESTRA BIOMED HOLDINGS, INC.

Common Stock Warrant, issued by Orchestra BioMed Holdings, Inc. to Avenue Venture Opportunities Fund II, L.P., dated October 6, 2023 (incorporated by reference to Exhibit 4.15 to the Company’s Form S-1 (File No. 333-274924), filed with the SEC on October 10, 2023).

Exhibit 4.15 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF (A) SUCH REGISTRATION, (B) AN OP

Orchestra BioMed Corporate Presentation Q4 2023

Exhibit 99.1 Orchestra BioMed Corporate Presentation Q4 2023 | Corporate Presentation Q4 2023 2 Forward - Looking Statements This presentation has been prepared for informational purposes only from information supplied by Orchestra BioMed Holdings, Inc . , referred to herein as “we,” “our,” “Orchestra BioMed,” and “the Company,” and from third - party sources indicated herein . Such third - party

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 10, 2023 ORCHESTRA BIOMED HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39421 (Commission F

Promotion Letter, dated as of January 16, 2023, by and between the Company and George Papandreou.

Exhibit 10.31 January 16, 2023 George Papandreou [Omitted pursuant to Item 601(a)(6)] [Omitted pursuant to Item 601(a)(6)] Promotion Dear George: Congratulations on your promotion to Senior Vice President & General Manager Focal Therapies. Your new position, located in our New Hope office is effective January 16, 2023. In this role you will continue to report to Darren Sherman, President, and COO.

As filed with the Securities and Exchange Commission on October 10, 2023

Table of Contents As filed with the Securities and Exchange Commission on October 10, 2023 Registration No.

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Orchestra BioMed Holdings, Inc.

Common Stock Warrant, issued by Orchestra BioMed Holdings, Inc. to Avenue Venture Opportunities Fund, L.P., dated October 6, 2023 (incorporated by reference to Exhibit 4.14 to the Company’s Form S-1 (File No. 333-274924), filed with the SEC on October 10, 2023).

Exhibit 4.14 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF (A) SUCH REGISTRATION, (B) AN OP

Offer Letter, dated as of May 24, 2023, by and between the Company and William Little.

Exhibit 10.32 May 24, 2023 William Little [Omitted pursuant to Item 601(a)(6)] [Omitted pursuant to Item 601(a)(6)] [Omitted pursuant to Item 601(a)(6)] Re: Offer of Employment Dear Bill, We are pleased to offer you the position of Executive Vice President, Corporate Development & Strategy of Orchestra BioMed, Inc. (“Orchestra BioMed” or the “Company”) and are excited about the prospect of having

Offer Letter, dated as of June 10, 2021, by and between Orchestra BioMed, Inc and George Papandreou.

Exhibit 10.30 June 10, 2021 George Papandreou, Ph.D. [Omitted pursuant to Item 601(a)(6)] [Omitted pursuant to Item 601(a)(6)] [Omitted pursuant to Item 601(a)(6)] [Omitted pursuant to Item 601(a)(6)] Re: Offer of Employment Dear Dr. Papandreou, We are pleased to offer you the position of Sr. Vice President, Quality at Orchestra BioMed, Inc. (“OBIO” or the “Company”) and we are excited about the p

MOTS / Motus GI Holdings Inc / Orchestra BioMed Holdings, Inc. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. ) Motus GI Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 62014P108 (CUSIP Number) September 12, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

Orchestra BioMed Granted FDA Approval of IDE to Initiate BACKBEAT Pivotal Study of BackBeat CNT™ for the Treatment of Hypertension in Pacemaker Patients

Exhibit 99.1 Orchestra BioMed Granted FDA Approval of IDE to Initiate BACKBEAT Pivotal Study of BackBeat CNT™ for the Treatment of Hypertension in Pacemaker Patients · Hypertension is the most common comorbidity in the pacemaker population, affecting over 70% of patients or approximately 750,000 people annually worldwide · Medtronic, Inc. and Orchestra BioMed have an exclusive strategic collaborat

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 19, 2023 ORCHESTRA BIOMED HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39421 (Commission

Orchestra BioMed BACK B EAT September 2023

Exhibit 99.2 Orchestra BioMed BACK B EAT September 2023 2 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,”

AGREEMENT

EX-99.1 EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Date: September 13, 2023 PERCEPTIVE ADVISORS LLC

OBIO / Orchestra BioMed Holdings Inc / PERCEPTIVE ADVISORS LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Orchestra BioMed Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 68572M106 (CUSIP Number) January 27, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURS

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39421 ORCHESTRA BIOMED HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 12, 2023 O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 12, 2023 ORCHESTRA BIOMED HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-3942

Orchestra BioMed Executive Summary Strong balance sheet and outstanding investors: Strong 3-year multi-center preliminary trial safety and efficacy data Plan to initiate pivotal trial H2 2023 Strategic collaboration Double-digit revenue share Virtue®

Exhibit 99.1 Orchestra BioMed Corporate Presentation Q3 2023 2 | Corporate Presentation Q2 2023 Forward-Looking Statements This presentation has been prepared for informational purposes only from information supplied by Orchestra BioMed Holdings, Inc., referred to herein as “we,” “our,” “Orchestra BioMed,” and “the Company,” and from third-party sources indicated herein. Such third-party informati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 12, 2023 ORCHESTRA BIOMED HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 12, 2023 ORCHESTRA BIOMED HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39421 (Commission File

Orchestra BioMed Corporate Presentation Q2 2023

Exhibit 99.1 Orchestra BioMed Corporate Presentation Q2 2023 | Corporate Presentation Q2 2023 2 Forward - Looking Statements This presentation has been prepared for informational purposes only from information supplied by Orchestra BioMed Holdings, Inc . , referred to herein as “we,” “our,” “Orchestra BioMed,” and “the Company,” and from third - party sources indicated herein . Such third - party

Consulting Agreement, dated as of June 5, 2023, by and between the Company and Michael Kaswan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 8, 2023).

Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is entered into on June 5, 2023 and effective as of June 5, 2023 (“Effective Date”) and is between Orchestra BioMed, Inc. (the “Company”) and Michael Kaswan (“Consultant”). The Company and Consultant may be referred to individually as a (“Party”) and collectively as the (“Parties”). 1.   Services a. During the Term, Consulta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2023 ORCHESTRA BIOMED HOL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2023 ORCHESTRA BIOMED HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39421 (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 5, 2023 ORCHESTRA BIOMED HOL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 5, 2023 ORCHESTRA BIOMED HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39421 (Commission File

Bringing medical inn vation to life Bringing medical inn vation to life Orchestra BioMed Corporate Presentation Q2 2023

Exhibit 99.1 Bringing medical inn vation to life Bringing medical inn vation to life Orchestra BioMed Corporate Presentation Q2 2023 Forward - Looking Statements 2 This presentation has been prepared for informational purposes only from information supplied by Orchestra BioMed Holdings, I nc. , referred to herein as “we,” “our,” “Orchestra BioMed,” and “the Company,” and from third - party sources

Orchestra BioMed Appoints Bill Little as Executive Vice President of Corporate Development and Strategy and Andrew Taylor as Chief Financial Officer

Exhibit 99.1 Orchestra BioMed Appoints Bill Little as Executive Vice President of Corporate Development and Strategy and Andrew Taylor as Chief Financial Officer June 7, 2023 Bill Little, previously Chief Operating Officer (COO) of Neovasc, Inc. through its acquisition by Shockwave Medical in April 2023, will lead efforts to forge further strategic collaborations in newly created Executive Vice Pr

Offer Letter, dated as of June 5, 2023, by and between the Company and Andrew Taylor (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on June 8, 2023).

Exhibit 10.2 June 5, 2023 Andrew Taylor [Omitted pursuant to Item 601(a)(6)] [Omitted pursuant to Item 601(a)(6)] Re: Offer of Employment Dear Andrew, We are pleased to offer you the position of Chief Financial Officer of Orchestra BioMed, Inc. (“Orchestra BioMed” or the “Company”) and are excited about the prospect of having you join our team. You will be reporting to David Hochman, Chairman, CEO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39421 ORCHESTRA BIOMED HOLDINGS, INC.

OBIO / Orchestra BioMed Holdings Inc / RTW INVESTMENTS, LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Orchestra Biomed Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 68572M106 (CUSIP Number) RTW Investments, LP Attn: Roderick Wong 40 10th Avenue, Floor 7 New York, New York 10014 (Name, Address and Telepho

As filed with the Securities and Exchange Commission on April 3, 2023

As filed with the Securities and Exchange Commission on April 3, 2023 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Orchestra BioMed Holdings, Inc.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION This Unaudited Pro Forma Condensed Consolidated Combined Financial Information is included as Exhibit 99.3 to the Current Report on Form 8-K/A (the “Form 8-K/A”) filed by Orchestra BioMed Holdings, Inc. (the “Company” or “New Orchestra”) with the Securities and Exchange Commission (the “SEC”) on March 24, 2023.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 24, 2023 (January 25, 2023) ORCHESTRA BIOMED HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39421 92-2038755 (State or ot

Index to Consolidated Financial Statements

Exhibit 99.1 Index to Consolidated Financial Statements Financial Statements for Orchestra Biomed, Inc. (accounting predecessor to Orchestra Biomed Holdings, Inc): Years Ended December 31, 2021 and 2022 Report of Independent Registered Public Accounting Firm 1 Consolidated Balance Sheets 2 Consolidated Statements of Operations and Comprehensive Loss 4 Consolidated Statements of Stockholders’ Defic

ORCHESTRA’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.2 ORCHESTRA’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of the financial condition and results of operations of Orchestra BioMed, Inc. and its consolidated subsidiaries should be read together with Orchestra’s audited consolidated financial statements as of and for the years ended December 31, 2022, and 20

Bringing medical inn vation to life Orchestra BioMed Corporate Presentation Q1 2023 Forward - Looking Statements 2 This presentation has been prepared for informational purposes only from information supplied by Orchestra BioMed Holdings, Inc., refer

Exhibit 99.1 Bringing medical inn vation to life Orchestra BioMed Corporate Presentation Q1 2023 Forward - Looking Statements 2 This presentation has been prepared for informational purposes only from information supplied by Orchestra BioMed Holdings, Inc., referred to herein as “we,” “our,” “Orchestra BioMed,” and “the Company,” and from third - party sources indicated herein. Such third - party

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2023 ORCHESTRA BIOMED H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2023 ORCHESTRA BIOMED HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39421 92-2038755 (State or other jurisdiction of incorporation) (Com

OBIO / Orchestra BioMed Holdings Inc / RA CAPITAL MANAGEMENT, L.P. - SC 13G Passive Investment

SC 13G 1 tm236221d18sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Orchestra Biomed Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 68572M106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statemen

OBIO / Orchestra BioMed Holdings Inc / Smith Geoffrey Wade - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Orchestra Biomed Holdings, Inc. (Name of Issuer) Common Stock, par value $ $0.0001 per share (Title of Class of Securities) 68572M106 (CUSIP Number) 40 10th Avenue, Floor 7 New York, New York 10014 (215) 862-5797 (Name, Address and Telephone Number

OBIO / Orchestra BioMed Holdings Inc / Medtronic plc - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Orchestra BioMed Holdings, Inc. (Name of Issuer) Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 68572M106 (CUSIP Number) January 26, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

Amended and Restated Registration Rights and Lock-Up Agreement, dated January 26, 2023, by and among Health Sciences Acquisitions Corporation 2, equityholders thereof and certain stockholders of Orchestra BioMed, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 31, 2023).

Exhibit 10.1 AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of January 26, 2022, is made and entered into by and among, (i) Health Sciences Acquisitions Corporation 2, a Delaware corporation (the “Company”), (ii) the equityholders designated as Sponsor Equityholders on Schedule A hereto

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K (the “Form 8-K”) filed by Orchestra BioMed Holdings, Inc. with the Securities and Exchange Commission (the “SEC”) on January 31, 2023 and, if not defined in the Form 8-K, the Proxy Stateme

Orchestra BioMed Holdings, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the SEC on January 31, 2023).

Exhibit 10.7 Orchestra BioMed Holdings, Inc. 2023 Equity Incentive Plan Adopted by the Board of Directors: December 12, 2022 Approved by the Stockholders: January 26, 2023 Effective Date: January 26, 2023 1. General. (a) Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert m

Amended & Restated Warrant issued to HSAC 2 Holdings, LLC, dated January 25, 2023 (incorporated by reference to Exhibit 4.14 to the Current Report on Form 8-K filed with the SEC on January 31, 2023).

Exhibit 4.14 THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPAN

Bylaws of Orchestra BioMed Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on January 31, 2023).

Exhibit 3.2 BYLAWS OF ORCHESTRA BIOMED HOLDINGS, INC. (A DELAWARE CORPORATION) Article I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be as set forth in the certificate of incorporation of the corporation (the “Certificate of Incorporation”). Section 2. Other Offices. The corporation shall also have and maintain an office or principa

Certificate of Incorporation of Orchestra BioMed Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on January 31, 2023).

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF ORCHESTRA BIOMED HOLDINGS, INC. I. The name of the corporation is Orchestra BioMed Holdings, Inc. (hereinafter called the “Corporation”). II. The address of the registered office of the Corporation in the State of Delaware is 850 New Burton Road, Suite 201, the City of Dover, County of Kent 19904, and the name of the registered agent of the Corporation i

Form of Stock Option Grant Notice and Stock Option Agreement under the Orchestra BioMed Holdings, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed by the Registrant on January 31, 2023).

Exhibit 10.8 Orchestra BioMed Holdings, Inc. Stock Option Grant Notice (2023 Equity Incentive Plan) Orchestra BioMed Holdings, Inc. (the “Company”), pursuant to its 2023 Equity Incentive Plan (the “Plan”), has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your Option is subject to all of the terms and conditions as se

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the Orchestra BioMed Holdings, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed with the SEC on January 31, 2023).

Exhibit 10.9 Orchestra BioMed Holdings, Inc. RSU Award Grant Notice (2023 Equity Incentive Plan) Orchestra BioMed Holdings, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein an

Orchestra BioMed Debuts as Nasdaq-Traded Company with Lead Programs Targeting Hypertension and Artery Disease and Novel Partnership-Enabled Business Model Business combination with Health Sciences Acquisitions Corporation 2, a special purpose acquisi

Exhibit 99.1 Orchestra BioMed Debuts as Nasdaq-Traded Company with Lead Programs Targeting Hypertension and Artery Disease and Novel Partnership-Enabled Business Model Business combination with Health Sciences Acquisitions Corporation 2, a special purpose acquisition company sponsored by an affiliate of RTW Investments, LP, completed on January 26, 2023 The combination was announced simultaneously

List of Subsidiaries of Orchestra BioMed Holdings, Inc. (incorporated by reference to Exhibit 21.1 to the Current Report on Form 8-K filed with the SEC on January 31, 2023).

Exhibit 21.1 Subsidiaries of Orchestra BioMed Holdings, Inc. Name State or Jurisdiction of Incorporation or Organization Orchestra BioMed, Inc. Delaware BackBeat Medical, LLC Delaware Caliber Therapeutics, LLC Delaware FreeHold Surgical, LLC Delaware Accelerated Technologies Inc. Delaware

Letter from WithumSmith+Brown, PC to the SEC, dated January 31, 2023.

Exhibit 16.1 January 31, 2023 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Ladies and Gentlemen: We have read Orchestra Biomed Holdings, Inc.’s (formerly known as Health Sciences Acquisitions Corporation 2) statements included under Item 4.01 of its Form 8-K dated January 25, 2023. We agree with the statements concerning our Firm under Ite

Form of Indemnification Agreement of Orchestra BioMed Holdings, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on January 31, 2023).

Exhibit 10.2 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2023 between Orchestra BioMed Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors, officers or in other capacities unless they are provided wi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 25, 2023 ORCHESTRA BIOMED

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 25, 2023 ORCHESTRA BIOMED HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39421 92-2038755 (State or other jurisdiction of incorporation) (C

Employment Agreement, by and between Orchestra BioMed Holdings, Inc. and David P. Hochman, dated January 26, 2023 (incorporated by reference to Exhibit 10.19 to the Current Report on Form 8-K filed with the SEC on January 31, 2023).

Exhibit 10.19 Orchestra BioMed Holdings, Inc. Amended and Restated Employment Agreement THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 26, 2023 (the “Amendment Date”), by and between Orchestra BioMed Holdings, Inc., a Delaware corporation (the “Company”) and the parent company of Orchestra BioMed, Inc., and David Hochman (“Executive”). This Agreemen

Employment Agreement, by and between Orchestra BioMed Holdings, Inc. and Darren R. Sherman, dated January 26, 2023 (incorporated by reference to Exhibit 10.20 to the Current Report on Form 8-K filed with the SEC on January 31, 2023).

Exhibit 10.20 Orchestra BioMed Holdings, Inc. Amended and Restated Employment Agreement THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 26, 2023 (the “Amendment Date”), by and between Orchestra BioMed Holdings, Inc., a Delaware corporation (the “Company”) and the parent company of Orchestra BioMed, Inc., and Darren R. Sherman (“Executive”). This Agre

OBIO / Orchestra BioMed Holdings Inc / HSAC 2 Holdings, LLC Activist Investment

SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Orchestra Biomed Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 68572M106 (CUSIP Number) 40 10th Avenue, Floor 7 New York, New York 10014 (Name, Address and Telephone Number of P

HSAQ / Health Sciences Acquisitions Corp 2 / RTW INVESTMENTS, LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Orchestra Biomed Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 68572M106 (CUSIP Number) RTW Investments, LP Attn: Roderick Wong 40 10th Avenue, Floor 7 New York, New York 10014 (Name, Address and Telepho

Description of Securities

Exhibit 4.4 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2022, the end of the period covered by this Annual Report on Form 10-K, Health Sciences Acquisitions Corporation 2 (the “Company,” “we,” “us,” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39421 HEALTH SCIENCES ACQUISITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 24, 2023 HEALTH SCIENCES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 24, 2023 HEALTH SCIENCES ACQUISITIONS CORPORATION 2 (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39421 N/A (State or Other Jurisdiction (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 24, 2023 HEALTH SCIENCES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 24, 2023 HEALTH SCIENCES ACQUISITIONS CORPORATION 2 (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39421 N/A (State or Other Jurisdiction (Commissio

List of Subsidiaries

Exhibit 21 List of Subsidiaries of Health Sciences Acquisitions Corporation 2 Subsidiary Jurisdiction of Organization HSAC Olympus Merger Sub, Inc. Delaware

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 19, 2023 Date of Report (Date of earliest event reported) Health Sciences Acquisitions Corporation 2 (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39421 N/A (State or other jurisdiction of incorpor

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 20, 2023 Date of Report (Date of earliest event reported) Health Sciences Acquisitions Corporation 2 (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39421 N/A (State or other jurisdiction of incorpor

B r i n g i n g m e d i c a l i n n v a ti o n t o li f e Orchestra BioMed Corporate Presentation January 2023 Important Notice and Disclaimer 2 This investor presentation (this “Presentation”) is for informational purposes only to assist interested

Filed by Health Sciences Acquisitions Corporation 2 pursuant to Rule 425 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Health Sciences Acquisitions Corporation 2 Commission File No.

Material Modification to Rights of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 15, 2022 Date of Report (Date of earliest event reported) Health Sciences Acquisitions Corporation 2 (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39421 N/A (State or other jurisdiction of incorpo

PROXY STATEMENT FOR THE EXTRAORDINARY GENERAL MEETING OF HEALTH SCIENCES ACQUISITIONS CORPORATION 2 AND PROSPECTUS FOR 33,726,395 SHARES OF COMMON STOCK AND 2,327,098 WARRANTS OF HEALTH SCIENCES ACQUISITIONS CORPORATION 2 (AFTER ITS DOMESTICATION AS

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266660 PROXY STATEMENT FOR THE EXTRAORDINARY GENERAL MEETING OF HEALTH SCIENCES ACQUISITIONS CORPORATION 2 AND PROSPECTUS FOR 33,726,395 SHARES OF COMMON STOCK AND 2,327,098 WARRANTS OF HEALTH SCIENCES ACQUISITIONS CORPORATION 2 (AFTER ITS DOMESTICATION AS A DELAWARE CORPORATION) WHICH WILL BE RENAMED ?ORCHESTRA BIOMED HOLDINGS, INC.? IN CONNEC

Health Sciences Acquisitions Corporation 2 40 10th Avenue, Floor 7 New York, NY 10014

CORRESP 1 filename1.htm Health Sciences Acquisitions Corporation 2 40 10th Avenue, Floor 7 New York, NY 10014 December 15, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Doris Stacey Gama Dorrie Yale RE: Health Sciences Acquisitions Corporation 2 Amendment No. 4 to Registration

345 Park Avenue

CORRESP 1 filename1.htm 345 Park Avenue New York, NY 10154-1895 Direct 212.407.4000 Main 212.407.4000 Fax 212.407.4990 December 15, 2022 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Christine Torney Kevin Vaughn Re: Health Sciences Acquisitions Corporation 2 Amendment No. 4 to Registration Statement on Form S-4 Fil

As filed with the U.S. Securities and Exchange Commission on December 12, 2022

As filed with the U.S. Securities and Exchange Commission on December 12, 2022 Registration No. 333-266660 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Health Sciences Acquisitions Corporation 2* (Exact name of registrant as specified in its charter) Cayman Islands* 6770 N/A (State or Oth

Specimen Common Stock Certificate of Orchestra BioMed Holdings, Inc.

Exhibit 4.3 NUMBER SHARES C- CUSIP 68572M 106 SEE REVERSE FOR IMPORTANT NOTICE REGARDING OWNERSHIP AND TRANSFER RESTRICTIONS AND CERTAIN OTHER INFORMATION orchestra biomed holdings, inc. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK see reverse for certain defintions This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE

Form of Certificate of Domestication of Health Sciences Acquisitions Corporation 2, to be filed with the Secretary of State of Delaware

Exhibit 3.5 STATE OF DELAWARE CERTIFICATE OF CORPORATE DOMESTICATION OF HEALTH SCIENCES ACQUISITIONS CORPORATION 2 Pursuant to Sections 103 and 388 of the General Corporation Law of the State of Delaware Health Sciences Acquisitions Corporation 2, presently a Cayman Islands exempted company, organized and existing under the laws of the Cayman Islands (the ?Non-Delaware Corporation?), does hereby c

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the Orchestra BioMed Holdings, Inc. 2023 Equity Incentive Plan

Exhibit 10.22 Orchestra BioMed Holdings, Inc. RSU Award Grant Notice (2023 Equity Incentive Plan) Orchestra BioMed Holdings, Inc. (the ?Company?) has awarded to you (the ?Participant?) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the ?RSU Award?). Your RSU Award is subject to all of the terms and conditions as set forth herein a

Form of Stock Option Grant Notice and Stock Option Agreement under the Orchestra BioMed Holdings, Inc. 2023 Equity Incentive Plan

Exhibit 10.21 Orchestra BioMed Holdings, Inc. Stock Option Grant Notice (2023 Equity Incentive Plan) Orchestra BioMed Holdings, Inc. (the ?Company?), pursuant to its 2023 Equity Incentive Plan (the ?Plan?), has granted to you (?Optionholder?) an option to purchase the number of shares of the Common Stock set forth below (the ?Option?). Your Option is subject to all of the terms and conditions as s

Form of Proxy Card for Health Sciences Acquisitions Corporation 2 Extraordinary General Meeting

Exhibit 99.8

345 Park Avenue

CORRESP 1 filename1.htm 345 Park Avenue New York, NY 10154-1895 Direct 212.407.4000 Main 212.407.4000 Fax 212.407.4990 December 12, 2022 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Doris Stacey Gama Re: Health Sciences Acquisitions Corporation 2 Amendment No. 3 to Registration Statement on Form S-4 Filed November

Bringing medical inn vation to life ƌŝŶŐŝŶŐŵĞĚŝĐĂůŝŶŶ ǀĂƚŝŽŶ  ƚŽůŝĨĞ Orchestra BioMed Corporate Presentation Q4 2022 Important Notice and Disclaimer 2 dŚŝƐŝŶǀĞƐƚŽƌƉƌĞƐĞŶƚĂƚŝŽŶ;ƚŚŝƐ ͞ WƌĞƐĞŶƚĂƚŝŽŶ ͟ ͿŝƐĨŽƌŝŶĨŽƌŵĂƚŝŽŶĂůƉƵƌƉŽƐĞƐŽŶůLJƚŽ

Filed by Health Sciences Acquisitions Corporation 2 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Health Sciences Acquisitions Corporation 2 Commission File No.

Amended and Restated Parent Support Agreement dated as of November 21, 2022 by and among Health Sciences Acquisitions Corporation 2, Orchestra BioMed, Inc., HSAC 2 Holdings, LLC, Alice Lee, Stephanie A. Sirota, Pedro Granadillo, Stuart Peltz, Michael Brophy, and Carsten Boess

Exhibit 10.16 Execution Copy AMENDED AND RESTATED SUPPORT AGREEMENT This AMENDED AND RESTATED SUPPORT AGREEMENT (this ?Agreement?), dated as of November 21, 2022, is made by and among Health Sciences Acquisitions Corporation 2, a Cayman Islands exempted company (which shall deregister in the Cayman Islands and domesticate as a Delaware corporation prior to the Closing) (?Parent?), Orchestra BioMed

As filed with the U.S. Securities and Exchange Commission on November 21, 2022

As filed with the U.S. Securities and Exchange Commission on November 21, 2022 Registration No. 333-266660 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Health Sciences Acquisitions Corporation 2* (Exact name of registrant as specified in its charter) Cayman Islands* 6770 N/A (State or Oth

Form of Indemnification Agreement of Orchestra BioMed Holdings, Inc.

Exhibit 10.10 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the ?Agreement?) is made and entered into as of , 2023 between Orchestra BioMed Holdings, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors, officers or in other capacities unless they are provided w

Commercial Lease, by and between Caliber Therapeutics, Inc. and Union Square, L.P. for facilities at 150 and 140 Union Square Drive, New Hope, Pennsylvania, dated December 14, 2009 and amended June 22, 2010, February 1, 2011, September 18, 2012, January 15, 2015, January 20, 2017, August 8, 2017, and January 29, 2019

Exhibit 10.23 *** Certain information in this document has been excluded pursuant to Regulation S-K, item 601(b)(10). Such excluded information is not material and is information that the company treats as private or confidential. Such omitted information is indicated by brackets ?[***]?) in this exhibit. *** COMMERCIAL LEASE THIS LEASE is made on the 14 day of December, 2009. The Landlord hereby

Form of Officer and Director Warrant issued pursuant to the Merger Agreement (incorporated by reference to Exhibit 4.16 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022).

Exhibit 4.16 THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?1933 ACT?) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COM

Calculation of Filing Fee Table

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables FORM S-4 (Form Type) Health Sciences Acquisitions Corporation 2 (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be paid Equity Common Stock, par value $0.

Exclusive License and Collaboration Agreement, by and among Orchestra BioMed, Inc., BackBeat Medical, LLC, and Medtronic, Inc. dated June 30, 2022

Exhibit 10.28 Execution Copy *** Certain information in this document has been excluded pursuant to Regulation S-K, item 601(b)(10). Such excluded information is not material and is information that the company treats as private or confidential. Such omitted information is indicated by brackets ?[***]?) in this exhibit. *** EXCLUSIVE LICENSE AND COLLABORATION AGREEMENT This EXCLUSIVE LICENSE AND C

2

CORRESP 1 filename1.htm 345 Park Avenue New York, NY 10154-1895 Direct 212.407.4000 Main 212.407.4000 Fax 212.407.4990 November 21, 2022 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Doris Stacey Gama Re: Health Sciences Acquisitions Corporation 2 Amendment No. 2 to Registration Statement on Form S-4 Filed October 2

Material Modification to Rights of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 15, 2022 Date of Report (Date of earliest event reported) Health Sciences Acquisitions Corporation 2 (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39421 N/A (State or other jurisdiction of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to HEALTH SCIENCES ACQUISITIONS CORPORATION 2 (Exact

Material Modification to Rights of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 31, 2022 Date of Report (Date of earliest event reported) Health Sciences Acquisitions Corporation 2 (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39421 N/A (State or other jurisdiction of incorpor

Investors’ Rights Agreement, by and among Orchestra BioMed, Inc. and the investors listed on Schedule A thereto, dated May 31, 2018 (incorporated by reference to Exhibit 4.11 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022).

Exhibit 4.11 ORCHESTRA BIOMED, INC. INVESTORS? RIGHTS AGREEMENT Table of Contents Page 1. Definitions 1 2. Registration Rights 6 2.1 Registration 6 2.2 Registration Procedures for Registrable Securities 8 2.3 Suspension of Offers and Sales 10 2.4 Registration Expenses 10 2.5 Assignment of Rights 10 2.6 Information by Holder 10 2.7 Indemnification 11 2.8 Rule 144 13 2.9 Independent Nature of Each H

Agreement of Lease, by and between Orchestra BioMed, Inc. and ESRT One Grand Central Place, L.L.C. for facilities at Room/Suite 2430, One Grand Central Place, 60 East 42nd Street, New York, New York, dated November 5, 2019

Exhibit 10.24 This document and its provisions are the intellectual property of Empire State Realty Trust, Inc. and may not be reproduced without permission. ? 2019 Empire State Realty Trust, Inc. All rights reserved. AGREEMENT OF LEASE ESRT ONE GRAND CENTRAL PLACE, L.L.C., Landlord and Orchestra BioMed, Inc., Tenant Premises: Room/Suite 2430 One Grand Central Place 60 East 42nd Street New York, N

Exclusive License and Collaboration Agreement, by and among Orchestra BioMed, Inc., BackBeat Medical, LLC, and Medtronic, Inc. dated June 30, 2022

Exhibit 10.28 Execution Copy *** Certain information in this document has been excluded pursuant to Regulation S-K, item 601(b)(10). Such excluded information is not material and is information that the company treats as private or confidential. Such omitted information is indicated by brackets ?[***]?) in this exhibit. *** EXCLUSIVE LICENSE AND COLLABORATION AGREEMENT This EXCLUSIVE LICENSE AND C

License Agreement, by and between MOTUS GI Holdings, Inc. and Orchestra BioMed, Inc. for facilities at Suite 310, 1301 East Broward Boulevard, Fort Lauderdale, Florida, dated January 22, 2020

Exhibit 10.26 LICENSE AGREEMENT THIS LICENSE AGREEMENT (this ?License?), effective as of January ,2020 (the ?Effective Date?), by and between MOTUS GI HOLDINGS, INC., a Delaware corporation (?Licensor?) having an address at 150 Union Square Drive, New Hope, Pennsylvania 18938, and ORCHESTRA BIOMED, INC., a Delaware corporation (?Licensee?) having an address at 150 Union Square Drive, New Hope, Pen

Common Stock Warrant, issued by Orchestra BioMed, Inc. to Silicon Valley Bank, dated December 10, 2019

Exhibit 4.13 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTA

Stock Purchase Agreement, by and among Orchestra BioMed, Inc., Orchestra Medical Ventures, LLC and Accelerated Technologies, Inc., dated December 20, 2019

Exhibit 10.31 Stock Purchase Agreement THIS STOCK PURCHASE AGREEMENT (the ?Agreement?) is made and entered on December 20, 2019 by and among, Orchestra BioMed, Inc., a Delaware corporation (?Purchaser?), Orchestra Medical Ventures, LLC (?Seller?) and Accelerated Technologies, Inc., a Delaware corporation (the ?Company?). WHEREAS, Seller owns all of the shares of the common stock of the Company at

Irrevocable Standby Letter of Credit, issued by Silicon Valley Bank to Orchestra BioMed, Inc. for the benefit of ERST One Grand Central Place, L.L.C., dated October 28, 2019 and amended September 20, 2022

Exhibit 10.25 IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSF014458 DATE: OCTOBER 28, 2019 ISSUING BANK: SILICON VALLEY BANK 3003 TASMAN DRIVE 2ND FLOOR, MAIL SORT HF210 SANTA CLARA, CALIFORNIA 95054 BENEFICIARY: ESRT ONE GRAND CENTRAL PLACE, L.L.C. C/O EMPIRE STATE REALTY TRUST, INC. 111 WEST 33RD STREET NEW YORK, NY 10120 ATTN: LEASE ADMINISTRATION DEPARTMENT APPLICANT: ORCHESTRA BIOMED, INC. 405

Form of Special Advisory Common Stock Warrant, issued by Orchestra BioMed, Inc. to its strategic advisers, dated May 31, 2018 (incorporated by reference to Exhibit 4.7 of HSAC2’s Form S-4 (File No. 333-266660), filed with the SEC on December 12, 2022).

Exhibit 4.7 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. NEITHER THIS WARRANT NOR SUCH SECURITIES MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SEC

As filed with the U.S. Securities and Exchange Commission on October 21, 2022

As filed with the U.S. Securities and Exchange Commission on October 21, 2022 Registration No. 333-266660 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Health Sciences Acquisitions Corporation 2* (Exact name of registrant as specified in its charter) Cayman Islands* 6770 N/A (State or Othe

Distribution Agreement, by and among Orchestra BioMed, Inc., Terumo Corporation and Terumo Medical Corporation, dated June 13, 2019

Exhibit 10.29 Execution Version *** Certain information in this document has been excluded pursuant to Regulation S-K, item 601(b)(10). Such excluded information is not material and is information that the company treats as private or confidential. Such omitted information is indicated by brackets ?[***]?) in this exhibit. *** DISTRIBUTION AGREEMENT This Distribution Agreement (?Agreement?) is ent

Amendment to License Agreement, by and between MOTUS GI Holdings, Inc. and Orchestra BioMed, Inc., dated May 1, 2022

Exhibit 10.27 AMENDMENT TO LICENSE AGREEMENT This AMENDMENT TO LICENSE AGREEMENT (this ?Amendment?) is made and entered into as of the 1st day of May, 2022 (the ?Effective Date?), by and between MOTUS GI HOLDINGS, INC., a Delaware corporation (?Licensor?) having an address at 1301 East Broward Boulevard, Suite 310, Fort Lauderdale, Florida 33301 and ORCHESTRA BIOMED, INC., a Delaware corporation (

Orchestra BioMed, Inc. 2018 Stock Incentive Plan

Exhibit 10.19 Orchestra BioMed, Inc. 2018 Stock Incentive Plan ???????????????? Plan Document ???????????????? Adopted by the Board of Directors: [?], [Year of Plan Adoption] Adopted by the Stockholders: [?], [Year of Plan Adoption] 1. General. (a) Purpose. Orchestra BioMed, Inc. hereby establishes this 2018 Stock Incentive Plan. This Plan is intended (i) to attract and retain the best available p

Amendment No. 1 to Backstop Agreement dated as of October 21, 2022, by and among Health Sciences Acquisitions Corporation 2, Orchestra BioMed, Inc., RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd., and RTW Venture Fund Limited (incorporated by reference to Exhibit 10.2 to HSAC2’s Current Report on Form 8-K filed with the SEC on October 21, 2022).

Exhibit 10.2 AMENDMENT TO BACKSTOP AGREEMENT This Amendment to Backstop Agreement (this ?Amendment?) is entered into as of October 21, 2022, by and among Health Sciences Acquisitions Corporation 2, a Cayman Islands exempted company (?Parent?), Orchestra BioMed, Inc., a Delaware corporation (the ?Company?), and the purchasing parties signatory hereto (the ?Purchasing Parties?). WHEREAS, in connecti

Amendment to Forward Purchase Agreement dated as of October 21, 2022, by and among Health Sciences Acquisitions Corporation 2, Orchestra BioMed, Inc., and RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd., and RTW Venture Fund Limited

Exhibit 10.1 AMENDMENT TO FORWARD PURCHASE AGREEMENT This Amendment to Forward Purchase Agreement (this ?Amendment?) is entered into as of October 21, 2022, by and among Health Sciences Acquisitions Corporation 2, a Cayman Islands exempted company (?Parent?), Orchestra BioMed, Inc., a Delaware corporation (the ?Company?), and the purchasing parties signatory hereto (the ?Purchasing Parties?). WHER

FOIA Confidential Treatment Requested Under 17 C.F.R. § 200.83

CORRESP 1 filename1.htm *Confidential Treatment Requested by Health Sciences Acquisitions Corporation 2* HSAQ-1 CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND SUBMITTED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS PURSUANT TO 17 C.F.R. § 200.83, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING PLACEH

Amendment No. 1 to Forward Purchase Agreement dated as of October 21, 2022, by and among Health Sciences Acquisitions Corporation 2, Orchestra BioMed, Inc., and RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd., and RTW Venture Fund Limited (incorporated by reference to Exhibit 10.1 to HSAC2’s Current Report on Form 8-K filed with the SEC on October 21, 2022).

Exhibit 10.1 AMENDMENT TO FORWARD PURCHASE AGREEMENT This Amendment to Forward Purchase Agreement (this ?Amendment?) is entered into as of October 21, 2022, by and among Health Sciences Acquisitions Corporation 2, a Cayman Islands exempted company (?Parent?), Orchestra BioMed, Inc., a Delaware corporation (the ?Company?), and the purchasing parties signatory hereto (the ?Purchasing Parties?). WHER

Amendment to Backstop Agreement dated as of October 21, 2022, by and among Health Sciences Acquisitions Corporation 2, Orchestra BioMed, Inc., RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd., and RTW Venture Fund Limited

Exhibit 10.2 AMENDMENT TO BACKSTOP AGREEMENT This Amendment to Backstop Agreement (this ?Amendment?) is entered into as of October 21, 2022, by and among Health Sciences Acquisitions Corporation 2, a Cayman Islands exempted company (?Parent?), Orchestra BioMed, Inc., a Delaware corporation (the ?Company?), and the purchasing parties signatory hereto (the ?Purchasing Parties?). WHEREAS, in connecti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 21, 2022 Date of Report (Date of earliest event reported) Health Sciences A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 21, 2022 Date of Report (Date of earliest event reported) Health Sciences Acquisitions Corporation 2 (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39421 N/A (State or other jurisdiction of incorpor

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 21, 2022 Date of Report (Date of earliest event reported) Health Sciences Acquisitions Corporation 2 (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39421 N/A (State or other jurisdiction of incorpor

HSAQ / Health Sciences Acquisitions Corp 2 / HSAC 2 Holdings, LLC - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Health Sciences Acquisitions Corporation 2 (Name of Issuer) Ordinary Shares, $0.0001 par value (Title of Class of Securities) G4411D 109 (CUSIP Number) 40 10th Avenue, Floor 7, New York, New York 10014 (Name, Address and Telephone Number of Person

AGREEMENT

EX-1 CUSIP No. G4411D 109 13D Page 11 of 11 Pages EXHIBIT 1 AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Health Sciences Acquisitions Corporation 2, EXECUTED this 12

HSAQ / Health Sciences Acquisitions Corp 2 / RTW INVESTMENTS, LP - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Health Sciences Acquisitions Corporation 2 (Name of Issuer) Ordinary Shares, $0.0001 par value (Title of Class of Securities) G4411D 109 (CUSIP Number) RTW Investments, LP Attn: Roderick Wong 40 10th Avenue, Floor 7 New York, New York 10014 (Name,

Form of Amendment to Special Advisory Common Stock Warrant, issued by Orchestra BioMed, Inc. to its strategic advisers

Exhibit 4.8 Orchestra BioMed, Inc. 150 Union Square Drive New Hope, PA 18938 [], 2022 [Holder] [Address] Re: Amendment to Special Advisory Common Stock Warrant Reference is made to that certain Special Advisory Common Stock Warrant of Orchestra BioMed, Inc. (the ?Company?) issued to the undersigned Holder on or around May 31, 2018 (the ?Warrant?). All capitalized terms used but not defined in this

Form of Common Stock Warrant, issued by Orchestra BioMed, Inc. in the Formation Mergers in exchange for Caliber, BackBeat and FreeHold warrants

Exhibit 4.4 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. NEITHER THIS WARRANT NOR SUCH SECURITIES MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SEC

Employment Agreement, by and between Orchestra BioMed, Inc. and Yuval Mika, dated May 31, 2018

Exhibit 10.32 Orchestra BioMed, Inc. Employment Agreement THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of May 31, 2018 (the ?Effective Date?), by and between Orchestra BioMed, Inc., a Delaware corporation (the ?Company?), and Yuval Mika (?Executive?). WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, upon the terms and subject

Form of Amendment to Common Stock Warrant, issued by Orchestra BioMed, Inc. to SLD Capital Corp.

Exhibit 4.10 Orchestra BioMed, Inc. 150 Union Square Drive New Hope, PA 18938 [], 2022 SLD Capital Corp. 1220 Mirabeau Lane Gladwyne, PA 19035 Re: Amendment to SLD Warrants Reference is hereby made to (i) that certain Common Stock Warrant No. OBI-SLD-01 of Orchestra BioMed, Inc. (the ?Company?) issued to the undersigned holder on or around August 13, 2018 and (ii) that certain Common Stock Warrant

September 23, 2022

CORRESP 1 filename1.htm 345 Park Avenue New York, NY 10154-1895 Direct 212.407.4000 Main 212.407.4000 Fax 212.407.4990 September 23, 2022 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Doris Stacey Gama Re: Health Sciences Acquisitions Corporation 2 Registration Statement on Form S-4 Filed August 8, 2022 File No. 333

Form of Stock Option Grant Notice and Stock Option Agreement under the Orchestra BioMed Holdings, Inc. 2022 Equity Incentive Plan

Exhibit 10.19 Orchestra BioMed Holdings, Inc. Stock Option Grant Notice (2022 Equity Incentive Plan) Orchestra BioMed Holdings, Inc. (the ?Company?), pursuant to its 2022 Equity Incentive Plan (the ?Plan?), has granted to you (?Optionholder?) an option to purchase the number of shares of the Common Stock set forth below (the ?Option?). Your Option is subject to all of the terms and conditions as s

Form of Common Stock Warrant, issued by Orchestra BioMed, Inc. to SLD Capital Corp., dated August 13, 2018

Exhibit 4.9 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. NEITHER THIS WARRANT NOR SUCH SECURITIES MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SEC

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the Orchestra BioMed Holdings, Inc.2022 Equity Incentive Plan

Exhibit 10.20 Orchestra BioMed Holdings, Inc. RSU Award Grant Notice (2022 Equity Incentive Plan) Orchestra BioMed Holdings, Inc. (the ?Company?) has awarded to you (the ?Participant?) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the ?RSU Award?). Your RSU Award is subject to all of the terms and conditions as set forth herein a

Employment Agreement, by and between Orchestra BioMed, Inc. and David P. Hochman, dated May 31, 2018

Exhibit 10.30 Orchestra BioMed, Inc. Employment Agreement THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of May 31, 2018 (the ?Effective Date?), by and between Orchestra BioMed, Inc., a Delaware corporation (the ?Company?), and David Hochman (?Executive?). WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, upon the terms and subj

Loan and Security Agreement, by and among Orchestra BioMed, Inc., Avenue Venture Opportunities Fund II, L.P., and Avenue Venture Opportunities Fund II, L.P., dated June 3, 2022

Exhibit 10.28 Execution Version LOAN AND SECURITY AGREEMENT Dated as of June 3, 2022 between ORCHESTRA BIOMED, INC., a Delaware corporation, as ?Borrower?, and AVENUE VENTURE OPPORTUNITIES FUND II, L.P., a Delaware limited partnership, (?Avenue 2?) as a lender and AVENUE VENTURE OPPORTUNITIES FUND, L.P., a Delaware limited partnership (?Avenue?) as administrative agent and collateral agent (in suc

Employment Agreement, by and between Orchestra BioMed, Inc. and Darren R. Sherman, dated May 31, 2018

Exhibit 10.31 Orchestra BioMed, Inc. Employment Agreement THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of May 31, 2018 (the ?Effective Date?), by and between Orchestra BioMed, Inc., a Delaware corporation (the ?Company?), and Darren R. Sherman (?Executive?). WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, upon the terms and

Common Stock Warrant, issued by Orchestra BioMed, Inc. to Avenue Venture Opportunities Fund II, L.P., dated June 3, 2022

Exhibit 4.15 Execution Verison THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF (A) SUCH REGIS

Common Stock Warrant, issued by Orchestra BioMed, Inc. to Avenue Venture Opportunities Fund, L.P., dated June 3, 2022

Exhibit 4.14 Execution Verison THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF (A) SUCH REGIS

Form of Amendment to Common Stock Warrant, issued by Orchestra BioMed, Inc. in the Formation Mergers in exchange for Caliber, BackBeat and FreeHold warrants

EX-4.5 3 fs42022ex4-5healthsciacq2.htm FORM OF SERIES B PREFERRED STOCK WARRANT, ISSUED BY ORCHESTRA BIOMED, INC. IN THE FORMATION MERGERS IN EXCHANGE FOR CALIBER AND BACKBEAT WARRANTS THAT HAD BEEN ISSUED TO DESIGNEES OF AEGIS CAPITAL CORP Exhibit 4.5 Orchestra BioMed, Inc. 150 Union Square Drive New Hope, PA 18938 [], 2022 [Holder name] [Holder Address] [Holder Address] Re: Amendment to Common S

Amendment No. 1 to Agreement and Plan of Merger dated as of July 21, 2022 by and among Health Sciences Acquisitions Corporation 2, HSAC Olympus Merger Sub, Inc., and Orchestra BioMed, Inc. (included as Annex A-2 to the proxy statement/prospectus which forms part of this registration statement)

As filed with the U.S. Securities and Exchange Commission on September 23, 2022 Registration No. 333-266660 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Health Sciences Acquisitions Corporation 2* (Exact name of registrant as specified in its charter) Cayman Islands* 6770 N/A (State or Ot

Form of Subscription Agreement for shares of Orchestra BioMed, Inc. Series B-1 Preferred Stock

Exhibit 4.12 SUBSCRIPTION AGREEMENT Orchestra BioMed, Inc. 150 Union Square Drive New Hope, PA 18938 Ladies and Gentlemen: 1. Subscription. The undersigned (the ?Purchaser?), intending to be legally bound, hereby irrevocably agrees to purchase from Orchestra BioMed, Inc., a Delaware corporation (the ?Company?), the number of units (the ?Units?) set forth on the signature page hereof at a purchase

Offer Letter, by and between Orchestra BioMed, Inc. and Michael D. Kaswan, dated January 9, 2022

Exhibit 10.34 January 9, 2021 Michael D. Kaswan [Omitted pursuant to Item 601(a)(6)] [Omitted pursuant to Item 601(a)(6)] [Omitted pursuant to Item 601(a)(6)] Re: Offer of Employment Dear Mike, We are pleased to offer you the position of Chief Financial Officer at Orchestra BioMed, Inc. (?OBIO? or the ?Company?) and we are excited about the prospect of having you join our team. You will be reporti

Offer Letter, by and between Orchestra BioMed, Inc. and Dennis Donohoe, dated July 11, 2019

EX-10.33 17 fs42022ex10-33healthsciacq2.htm EMPLOYMENT AGREEMENT, BY AND BETWEEN ORCHESTRA BIOMED, INC. AND YUVAL MIKA, DATED MAY 31, 2018 Exhibit 10.33 July 11, 2019 Dennis Donohoe [Omitted pursuant to Item 601(a)(6)] [Omitted pursuant to Item 601(a)(6)] [Omitted pursuant to Item 601(a)(6)] [Omitted pursuant to Item 601(a)(6)] Offer of Employment Dear Dr. Donohoe, We are pleased to offer you the

Offer Letter, by and between Orchestra BioMed, Inc. and Hans-Peter Stoll, M.D., Ph.D, dated March 14, 2022

Exhibit 10.35 March 14, 2022 Hans-Peter Stoll, M.D. [Omitted pursuant to Item 601(a)(6)] [Omitted pursuant to Item 601(a)(6)] [Omitted pursuant to Item 601(a)(6)] Re: Offer of Employment Dear Dr. Stoll, We are pleased to offer you the position of Chief Medical Officer at Orchestra BioMed, Inc. (?OBIO? or the ?Company?) and we are excited about the prospect of having you join our team. You will be

Form of Amended and Restated Common Stock Warrant, issued by Orchestra BioMed, Inc. to designees of Aegis Capital Corp.

Exhibit 4.6 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. NEITHER THIS WARRANT NOR SUCH SECURITIES MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SEC

2

Filed by Health Sciences Acquisitions Corporation 2 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Health Sciences Acquisitions Corporation 2 Commission File No.

2

Filed by Health Sciences Acquisitions Corporation 2 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Health Sciences Acquisitions Corporation 2 Commission File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to HEALTH SCIENCES ACQUISITIONS CORPORATION 2 (Exact Name

Consent of Geoffrey W. Smith to be named as a director nominee

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Health Sciences Acquisitions Corporation 2 (?HSAC2?) of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being na

Consent of Eric S. Fain, M.D. to be named as a director nominee

Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Health Sciences Acquisitions Corporation 2 (?HSAC2?) of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being na

As filed with the U.S. Securities and Exchange Commission on August 8, 2022

As filed with the U.S. Securities and Exchange Commission on August 8, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Health Sciences Acquisitions Corporation 2* (Exact name of registrant as specified in its charter) Cayman Islands* 6770 N/A (State or Other Jurisdiction of Incorpora

Consent of Pamela Y. Connealy to be named as a director nominee

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Health Sciences Acquisitions Corporation 2 (?HSAC2?) of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being na

Warrant to Purchase Ordinary Shares of Health Sciences Acquisitions Corporation 2 issued to HSAC 2 Holdings, LLC, dated August 6, 2020

Exhibit 4.2 THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?1933 ACT?) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMP

Subsidiaries of the Registrant

Exhibit 21.1 List of Subsidiaries Subsidiary Jurisdiction of Organization HSAC Olympus Merger Sub, Inc. Delaware

First Amendment to Amended and Restated Memorandum and Articles of Association of Health Sciences Acquisitions Corporation 2 filed July 27, 2022

Exhibit 3.2 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Health Sciences Acquisitions Corporation 2 (ROC #362941) (the ?Company?) TAKE NOTICE that at an extraordinary general meeting of the Company held on 26 July 2022, the following special resolution was passed: Proposal No. 1 ? The Extension Proposal RESOLVED, as a special resolution, that

Calculation of Filing Fee Table

EX-FILING FEES 14 fs42022ex-feehealthsciacq2.htm FILING FEE TABLE Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables FORM S-4 (Form Type) Health Sciences Acquisitions Corporation 2 (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Propo

Consent of Eric A. Rose, M.D. to be named as a director nominee

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Health Sciences Acquisitions Corporation 2 (?HSAC2?) of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being na

Consent of David P. Hochman to be named as a director nominee

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Health Sciences Acquisitions Corporation 2 (?HSAC2?) of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being na

Consent of Darren R. Sherman to be named as a director nominee

EX-99.6 12 fs42022ex99-6healthsciacq2.htm CONSENT OF DARREN R. SHERMAN TO BE NAMED AS A DIRECTOR NOMINEE Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Health Sciences Acquisitions Corporation 2 (“HSAC2”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as

Consent of Jason Aryeh to be named as a director nominee

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Health Sciences Acquisitions Corporation 2 (?HSAC2?) of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being na

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 26, 2022 Date of Report (Date of earliest event reported) Health Sciences Acquisitions Corporation 2 (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39421 N/A (State or other jurisdiction of incorporati

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 22, 2022 Date of Report (Date of earliest event reported) Health Sciences Acquisitions Corporation 2 (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39421 N/A (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ? ? ?? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rul

Filed by Health Sciences Acquisitions Corporation 2

Filed by Health Sciences Acquisitions Corporation 2 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Health Sciences Acquisitions Corporation 2 Commission File No.

SUPPORT AGREEMENT

Exhibit 10.5 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this ?Agreement?), dated as of July 4, 2022, is made by and among Health Sciences Acquisitions Corporation 2, a Cayman Islands exempted company (which shall deregister in the Cayman Islands and domesticate as a Delaware corporation prior to the Closing) (?Parent?), Orchestra BioMed, Inc., a Delaware corporation (the ?Company?), and the undersi

Form of Amended and Restated Registration Rights and Lock-Up Agreement, by and among Health Sciences Acquisitions Corporation 2, equityholders thereof and certain stockholders of Orchestra BioMed, Inc. (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the SEC on July 5, 2022)

Exhibit 10.6 AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this ?Agreement?), dated as of [?], 2022, is made and entered into by and among, (i) Health Sciences Acquisitions Corporation 2, a Delaware corporation (the ?Company?), (ii) the equityholders designated as Sponsor Equityholders on Schedule A hereto (colle

Form of Earnout Election Agreement, by and among Health Sciences Acquisitions Corporation 2, Orchestra BioMed, Inc. and the securityholders thereto (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the SEC on July 5, 2022)

Exhibit 10.7 EARNOUT ELECTION AGREEMENT THIS EARNOUT ELECTION AGREEMENT (this ?Agreement?), dated as of [?], 2022, is made and entered into by and among, (i) Health Sciences Acquisitions Corporation 2, a Cayman Islands exempted company (which shall deregister in the Cayman Islands and domesticate as a Delaware corporation prior to the Closing, ?Parent?) (?Parent?), (ii) Orchestra BioMed, Inc., a D