The filing describes the approval of a new cash bonus plan and updated RSU vesting policy, which are routine management actions.

Other Events. On January 12, 2026, Orchestra BioMed Holdings, Inc. (the “Company”) issued a press release titled “Orchestra BioMed to Receive Up to $21 Million in Proceeds from Acquisition of Vivasure by Haemonetics,” which press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Other Events. On October 27, 2025, the Company announced the first patient enrollments in the Virtue SAB in the Treatment of Coronary ISR Trial (“ Virtue Trial ”), the Company’s U.S. IDE pivotal trial comparing its highly differentiated Virtue® Sirolimus AngioInfusionTM Balloon (“ Virtue SAB ”) to the AGENT paclitaxel-coated balloon, currently the only drug-coated balloon (“ DCB ”) FDA-approved for a coronary indication. The initial cases were successfully completed by the teams at The Christ…

Entry into Material Definitive Agreement. Termination and Right of First Refusal Agreement On October 24, 2025 (the “ Effective Date ”), Orchestra BioMed, Inc. (“ Orchestra ”), a wholly owned subsidiary of Orchestra BioMed Holdings, Inc. (the “ Company ”), entered into a termination and right of first refusal agreement (the “ Termination and ROFR Agreement ”) with Terumo Medical Corporation (“ TMC ”) and Terumo Corporation (“ TC ” and, together with TMC “ Terumo ”), pursuant to which that cer…

Termination of a Material Definitive Agreement. The information required by this item with respect to the Termination and ROFR Agreement and the termination of the Distribution Agreement is included in

Unregistered Sales of Equity Securities. The information required by this item with respect to the Series A Preferred Stock is included in

Other Events. As previously announced, on July 31, 2025, the Company entered into Stock Purchase Agreements with Ligand Pharmaceuticals Incorporated (“ Ligand ”) and Covidien Group S.à.r.l. (an affiliate of Medtronic plc) (together with Ligand, the “ PIPE Investors ”), pursuant to which the Company issued and sold, and the PIPE Investors purchased, in a private placement (the “ Private Placement ”) an aggregate of 5,895,608 shares of Common Stock for aggregate cash proceeds of approximately $…

Entry into a Material Definitive Agreement. On August 1, 2025, Orchestra BioMed Holdings, Inc. (the “ Company ”) entered into an underwriting agreement (the “ Underwriting Agreement ”) with Piper Sandler & Co. and TD Securities (USA) LLC as the representatives of the several underwriters named therein (the “ Underwriters ”), relating to an underwritten public offering (the “ Offering ”) of an aggregate of 9,413,637 shares of the Company’s common stock, par value $0.0001 per share (“ Common St…

Entry into Material Definitive Agreement. Ligand Pharmaceuticals Incorporated Revenue Participation Right Purchase and Sale Agreement and Purchase of Shares On July 31, 2025, Orchestra BioMed Holdings, Inc. (the “ Company ”) entered into a revenue participation right purchase and sale agreement (the “ Revenue Purchase and Sale Agreement ”) with Ligand Pharmaceuticals Incorporated (the “ Purchaser ”). Under the terms of the Revenue Purchase and Sale Agreement, in exchange for payment of $35.0…

Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information required by this item with respect to the Loan Agreement, the Note and the LSA Amendment is included in

Unregistered Sales of Equity Securities. The information required by this item with respect to the Warrant, the Warrant Shares and the Private Placement Shares is included in

Other Information. Certain Unaudited Preliminary June 30, 2025 Financial Results Although the Company’s financial results for the quarter ended June 30, 2025 are not yet finalized, based on currently available information, the Company expects its cash, cash equivalents and short-term investments to be approximately $33.9 million as of June 30, 2025. The preliminary results set forth above are based on management’s initial review of the Company’s operations for the quarter ended June 30, 2025…

Other events. Breakthrough Device Designation for AVIM Therapy On April 22, 2025, the Company announced that it had received BDD for an implantable system to deliver AVIM therapy using conduction system pacing to reduce blood pressure in patients with preserved left ventricular systolic function (ejection fraction >50%) and uncontrolled hypertension with increased ten-year atherosclerotic cardiovascular disease risk (>20%), despite the use of anti-hypertensive medications or in patients who m…

The filing details changes to compensation policies and bonus plans for executive officers.

Director — Eric Rose, M.D.: Dr. Eric Rose resigned from the Board and will serve as an Emeritus Board member and Strategic Advisor.

Other Events. Entry into Sales Agreement On August 12, 2024, Orchestra BioMed Holdings, Inc., a Delaware corporation (the “Company”), entered into a sales agreement (the “Sales Agreement”) with TD Securities (USA) LLC, as agent (“TD Cowen”), pursuant to which the Company may offer and sell shares of its common stock, par value $0.0001 per share (the “Shares”), having an aggregate offering price of up to $100,000,000 from time to time through TD Cowen (the “Offering”). Sales of Shares, if any,…

Class I director and member of the Audit Committee — John Mack: John Mack was appointed as a Class I director and member of the Audit Committee, expanding the Board from seven to eight directors.

Entry into a Material Definitive Agreement On November 21, 2023, Orchestra BioMed Holdings, Inc. (the “Company”) entered into a Second Amended and Restated Registration Rights and Lock-Up Agreement with certain investors named therein (the “Amended Agreement”), which amended and restated the Amended and Restated Registration Rights and Lock-Up Agreement, dated January 26, 2023 (the “Original Agreement”). The investors party to the Amended Agreement include Covidien Group S.à.r.l., an affiliat…

of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. Forward-Looking Statements Certain statements included in this Current Report 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 199…

Chief Financial Officer — Michael Kaswan: Mr. Michael Kaswan stepped down as Chief Financial Officer and was succeeded by Mr. Andrew Taylor.

is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Changes in Control of Registrant. Reference is made to the disclosure in the Proxy Statement/Prospectus in the section titled “ Proposal 1—The Business Combination Proposal ,” which is incorporated herein by reference. Further reference is made to the information contained in

of this Current Report concerning the issuance and sale by the Company of certain unregistered securities, which is incorporated herein by reference. Description of Registrant’s Securities to Be Registered The description of New Orchestra’s securities is contained in the Proxy Statement/Prospectus in the section titled “ Description of Securities after the Business Combination ” and that information is incorporated herein by reference. Immediately following the Closing, there were 31,614,079…

Changes in Registrant’s Certifying Accountant. Dismissal of independent registered public accounting firm Effective upon the Closing, on January 26, 2023, the Board dismissed WithumSmith+Brown, PC (“Withum”), which served as HSAC2’s independent registered public accounting firm prior to the Business Combination. The report of Withum on the financial statements of HSAC2 as of December 31, 2022 and 2021 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modi…

Material Modification to Rights of Security Holders. In connection with the Domestication, HSAC2 filed a certificate of incorporation with the Secretary of State of the State of Delaware. The material terms of the certificate of incorporation and the general effect upon the rights of holders of HSAC2’s capital stock are discussed in the Proxy Statement/Prospectus in the sections titled “ Proposal 2—The Domestication Proposal ” and “ Proposal 5—The Advisory Governance Proposals ,” which are in…