Please wait



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)


X0202 SCHEDULE 13D/A 0001493215 XXXXXXXX LIVE 7 Common Stock, par value $0.0001 per share 04/27/2026 false 0001814114 68572M106 ORCHESTRA BIOMED HOLDINGS, INC. 150 Union Square Drive New Hope PA 18938 Roderick Wong, M.D. (646) 597-6980 RTW Investments, LP 40 10th Avenue, Floor 7 New York NY 10014 0001493215 N RTW Investments, LP b AF N DE 0.00 11942394.00 0.00 11942394.00 11942394.00 N 19.2 IA PN 0001493219 N RTW Master Fund, Ltd. b WC N E9 0.00 5820915.00 0.00 5820915.00 5820915.00 N 9.6 CO 0001776733 N RTW Innovation Master Fund, Ltd. b WC N E9 0.00 4931714.00 0.00 4931714.00 4931714.00 N 8.1 CO 0001493280 N Roderick Wong b AF N X1 0.00 11942394.00 0.00 11942394.00 11942394.00 N 19.2 HC IN Common Stock, par value $0.0001 per share ORCHESTRA BIOMED HOLDINGS, INC. 150 Union Square Drive New Hope PA 18938 Item 3 of the Statement is hereby amended and supplemented as follows: On April 27, 2026, the RTW Funds exercised Pre-Funded Warrants to purchase an aggregate of 1,250,032 shares of the Issuer's common stock for $0.0001 a share. The RTW Funds exercised the Pre-Funded Warrants on a cashless basis, resulting in the Issuer's withholding 32 of such shares to satisfy the exercise price of the Pre-Funded Warrants, and the issuance to the RTW Funds of an aggregate of 1,250,000 shares. Items 5(a)-(c) of the Schedule 13D are hereby amended and supplemented as follows: RTW Master Fund is the record owner of 5,004,255 shares of common stock and 816,660 shares of common stock issuable upon exercise of pre-funded warrants ("Pre-Funded Warrants"). RTW Innovation is the record owner of 3,569,281 shares of common stock and 1,362,433 shares of common stock issuable upon exercise of Pre-Funded Warrants. RTW Biotech Opportunities Operating Ltd. ("RTW Biotech Fund") is the record owner of 982,527 shares of common stock and 207,238 shares of common stock issuable upon exercise of Pre-Funded Warrants. The Pre-Funded Warrants are immediately exercisable in full as of the date hereof. As the investment manager of the RTW Funds, RTW Investments may be deemed to own beneficially the shares of common stock held by the RTW Funds. As the Managing Partner of RTW Investments, Dr. Wong may be deemed to own beneficially the shares of common stock. The percentage of outstanding shares of common stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated based upon the sum of (i) 58,520,901 outstanding shares of common stock as of March 10, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 12, 2026; (ii) 1,250,000 shares of common stock issued subsequent to March 10, 2026 upon the exercise of Pre-Funded Warrants by the RTW Funds, and giving effect to Pre-Funded Warrants, to the extent exercisable within 60 days hereof, as referenced herein. See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of common stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition Except as set forth herein, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days. RTW Investments, LP /s/ Roderick Wong, M.D. Roderick Wong, M.D., Managing Partner 04/29/2026 RTW Master Fund, Ltd. /s/ Darshan Patel Darshan Patel, Director 04/29/2026 RTW Innovation Master Fund, Ltd. /s/ Darshan Patel Darshan Patel, Director 04/29/2026 Roderick Wong /s/ Roderick Wong, M.D. Roderick Wong, M.D. 04/29/2026