Exhibit 10.2
[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.
Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Orchestra BioMed Holdings, Inc. agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.]
Execution Version
THIRD AMENDMENT
TO
LOAN AND SECURITY AGREEMENT
This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of April 6, 2026, 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 limited liability company (“Caliber”), (iv) BACKBEAT MEDICAL, LLC, a Delaware limited liability company (“BackBeat”), (v) FREEHOLD SURGICAL, LLC, a Delaware limited liability company (“Freehold”), (vi) MOTUS GI, LLC, a Delaware limited liability company (“Motus US”), and (vii) MOTUS GI MEDICAL TECHNOLOGIES LTD., a company organized under the laws of the State of Israel (“Motus ISR”, and together with Company, Biomed, Caliber, BackBeat, Freehold and Motus US, individually or collectively, as the context may require, “Borrower”), (b) the several banks and other financial institutions or entities from time to time party to the Loan Agreement (as defined below) (individually or collectively, as the context may require, “Lender”) and (c) HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (in such capacity, including any successors or assigns, “Agent”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement.
RECITALS
conditions more fully set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
1.AMENDMENTS.
1.1Section 1.1 (Definitions). Section 1.1 of the Loan Agreement is amended by inserting the following new terms and their respective definitions to appear alphabetically in Section 1.1 thereof:
““Third Amendment Closing Date” means April 6, 2026.”
““Vivasure Agreement” means the Agreement publicly announced on January 9, 2026 between Haemonetics Corporation and Vivasure Medical Limited.”
1.2Section 1.1 (Definitions). Section 1.1 of the Loan Agreement is hereby amended by amending and restating each of the definitions set forth below in their entirety as follows:
““All Source Cash Proceeds” means unrestricted (including, not subject to any redemption, clawback, escrow or similar encumbrance or restriction) net cash proceeds from one or more (i) bona fide equity financings, (ii) upfront payments, milestone payments or other contractually obligated payments from business development partnerships permitted under this Agreement and (iii) asset sales or dispositions permitted under this Agreement. Notwithstanding the foregoing, “All Source Cash Proceeds” shall exclude: (i) proceeds from any transactions pursuant to the Revenue Interest Purchase Agreement, (ii) proceeds of any Subordinated Indebtedness financing with Medtronic, Inc. and (iii) the first Eleven Million Dollars ($11,000,000) of net cash proceeds received pursuant to the Vivasure Agreement.”
““Amortization Date” means June 1, 2028.”
““Cash Coverage Percentage” means (a) prior to the occurrence of the Clinical Milestone Date, 55%, provided, however, that (i) at any time that Qualified Cash is less than Thirty Five Million Dollars ($35,000,000) but equal to or greater than Twenty Five Million Dollars ($25,000,000), the Cash Coverage Percentage shall be 65% and (ii) at any time that Qualified Cash is less than Twenty Five Million Dollars ($25,000,000), the Cash Coverage Percentage shall be 75%, or (b) upon and after the occurrence of the Clinical Milestone Date, 45%, provided, however, that (i) at any time that Qualified Cash is less than Thirty Five Million Dollars ($35,000,000) but equal to or greater than Twenty Five Million Dollars ($25,000,000), the Cash Coverage Percentage shall be 55% and (ii) at any time that Qualified Cash is less than Twenty Five Million Dollars ($25,000,000), the Cash Coverage Percentage shall be 65%.”
““Testing Effective Date” means January 1, 2027; provided, however, that such date shall be extended for any Testing Extension Period that may occur prior to the Testing Effective Date then in effect. Notwithstanding anything to the contrary herein, in no event shall the “Testing Effective Date” be later than January 1, 2028.”
““Testing Extension Period” means, for each [***] increment of cumulative All Source Cash Proceeds received by Borrower on or after January 1, 2026 (which, for the avoidance of doubt, shall include any amounts that were received after such date and not previously counted towards satisfying a [***] increment) and subject to verification by Agent in its reasonable discretion (including supporting documentation requested by Agent), a period of ninety-one (91) days beginning from the latest of (i) the Testing Effective Date then in effect at the time of such receipt, (ii) the last day of the Testing Extension Period (if any) then in effect at the time of such receipt and (iii) the date on which cumulative All Source Cash Proceeds received by Borrower are sufficient to satisfy such [***] increment. For the avoidance of doubt, each [***] increment shall be deemed satisfied on the date on which the last dollar of All Source Cash Proceeds necessary to complete such increment is received by Borrower. Notwithstanding anything to the contrary herein, in no event shall any “Testing Extension Period” end later than January 1, 2028.”
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1.3Section 1.1 (Definitions). Section 1.1 of the Loan Agreement is hereby amended by deleting the following defined terms in their entirety: “First Interest Only Extension Condition”, “Second Interest Only Extension Condition”, “Financing Milestone III”, “Financing Milestone III Date”, “Financing Milestone IV” and Financing Milestone IV Date”.
1.4Section 7.21 (Financial Covenants). Section 7.21(a)(i) of the Loan Agreement is hereby amended and restated in its entirety as follows:
“(i)Beginning on the Testing Effective Date and at all times thereafter (except during any Testing Extension Period), Borrower shall maintain Qualified Cash in an amount greater than or equal to (x) the outstanding principal amount of the Term Loan Advances, multiplied by (y) the applicable Cash Coverage Percentage.”
1.5Exhibit E (Compliance Certificate). Exhibit E of the Loan Agreement is hereby deleted and replaced by the Exhibit E appearing as Annex A to this Amendment.
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Borrower understands and acknowledges that each of Agent and Lender is entering into this Amendment in reliance upon, and in partial consideration for, the above representations and warranties, and agrees that such reliance is reasonable and appropriate.
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT
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THE TIME OF EXECUTING THE RELEASE AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have duly authorized and caused this Amendment to be executed as of the date first written above.
| BORROWERS: | |
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| ORCHESTRA BIOMED HOLDINGS, INC. | |
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| Signature: | /s/ Andrew Taylor |
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| Print Name: | Andrew Taylor |
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| Title: | CFO |
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| ORCHESTRA BIOMED, INC. | |
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| Signature: | /s/ Andrew Taylor |
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| Print Name: | Andrew Taylor |
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| Title: | CFO |
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| CALIBER THERAPEUTICS, LLC | |
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| Signature: | /s/ Andrew Taylor |
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| Print Name: | Andrew Taylor |
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| Title: | Chief Financial Officer |
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| BACKBEAT MEDICAL, LLC | |
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| Signature: | /s/ Andrew Taylor |
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| Print Name: | Andrew Taylor |
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| Title: | Chief Financial Officer |
[Signature Page – Third Amendment to Loan and Security Agreement]
| FREEHOLD SURGICAL, LLC | |
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| Signature: | /s/ Andrew Taylor |
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| Print Name: | Andrew Taylor |
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| Title: | Chief Financial Officer |
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| MOTUS GI, LLC | |
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| Signature: | /s/ Andrew Taylor |
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| Print Name: | Andrew Taylor |
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| Title: | Chief Financial Officer |
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| MOTUS GI MEDICAL TECHNOLOGIES LTD. | |
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| Signature: | /s/ Andrew Taylor |
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| Print Name: | Andrew Taylor |
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| Title: | Chief Financial Officer |
[Signature Page – Third Amendment to Loan and Security Agreement]
Accepted in San Mateo, California: | | ||
| AGENT: | ||
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| HERCULES CAPITAL, INC. | ||
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| Signature: | /s/ Jennifer Choe | |
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| Print Name: | Jennifer Choe | |
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| Title: | Deputy General Counsel, | |
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| LENDERS: | ||
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| HERCULES CAPITAL, INC. | ||
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| Signature: | /s/ Jennifer Choe | |
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| Print Name: | Jennifer Choe | |
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| Title: | Deputy General Counsel, | |
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| HERCULES CAPITAL IV, L.P. | ||
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| By: | Hercules Technology SBIC Management, | |
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| By: | Hercules Capital, Inc., its Manager | |
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| Signature: | /s/ Jennifer Choe | |
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| Print Name: | Jennifer Choe | |
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| Title: | Deputy General Counsel, | |
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| HERCULES SBIC V, L.P. | ||
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| By: | Hercules Technology SBIC Management, | |
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| By: | Hercules Capital, Inc., its Manager | |
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| Signature: | /s/ Jennifer Choe | |
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| Print Name: | Jennifer Choe | |
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| Title: | Deputy General Counsel, | |
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[Signature Page – Third Amendment to Loan and Security Agreement]
Annex A
EXHIBIT E
COMPLIANCE CERTIFICATE