SEC Comment Letter 0000000000-24-004272 to Orchestra BioMed Holdings, Inc. (OBIO) (CIK 0001814114) (OBIO)
Orchestra BioMed Holdings, Inc. (OBIO) (CIK 0001814114)
Date: April 18, 2024 · CIK: 0001814114 · Accession: 0000000000-24-004272
AI Filing Summary & Sentiment
File numbers found in text: 333-274924
Letter
United States securities and exchange commission logo April 18, 2024 David P. Hochman Chief Executive Officer Orchestra BioMed Holdings, Inc. 150 Union Square Drive New Hope, PA 18938 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 Dear David P. Hochman: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our October 24, 2023 letter. Amendment No. 1 to Registration Statement on Form S-1 on Form S-3 Cover Page 1.We note your response to prior comment 1 and re-issue in part. Where you disclose the "weighted average per share" price of common stock, please further revise to disclose the price that the selling securityholders paid for each of the securities being registered for resale. 2.We note your response to prior comment number 4 that "the weighted average price of the shares of common stock being registered . . . was $6.65" and, therefore, the Company has elected not to include this information. While the average initial sale price of your common stock is more than the current market value, there remain selling shareholders that will profit on sales as a result of the lower initial price for which they purchased their shares. Therefore, these selling shareholders will have an incentive to sell their shares and that public securityholders may not experience a similar rate of return on the securities
FirstName LastNameDavid P. Hochman Comapany NameOrchestra BioMed Holdings, Inc. April 18, 2024 Page 2 FirstName LastName David P. Hochman Orchestra BioMed Holdings, Inc. April 18, 2024 Page 2 they purchased. Please revise your cover page and risk factors to include disclosure relating to certain selling shareholders' incentive to sell. Risk Factors, page 8 3.We note your response to prior comment 6 and re-issue in part. We note the significant number of redemptions of your common stock in connection with your business combination and that the shares being registered for resale will constitute a considerable percentage of your public float. Please highlight in a risk factor here the amount of shares being registered for resale could have a significant negative impact on the public trading price of the common stock and the attendant risks. Please contact Benjamin Richie at 202-551-7857 or Lauren Nguyen at 202-551-3642 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Yariv Katz
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United States securities and exchange commission logo
April 18, 2024
David P. Hochman
Chief Executive Officer
Orchestra BioMed Holdings, Inc.
150 Union Square Drive
New Hope, PA 18938
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
Dear David P. Hochman:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 24, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1 on Form S-3
Cover Page
1.We note your response to prior comment 1 and re-issue in part. Where you disclose the
"weighted average per share" price of common stock, please further revise to disclose the
price that the selling securityholders paid for each of the securities being registered for
resale.
2.We note your response to prior comment number 4 that "the weighted average price of the
shares of common stock being registered . . . was $6.65" and, therefore, the Company has
elected not to include this information. While the average initial sale price of your
common stock is more than the current market value, there remain selling shareholders
that will profit on sales as a result of the lower initial price for which they purchased their
shares. Therefore, these selling shareholders will have an incentive to sell their shares and
that public securityholders may not experience a similar rate of return on the securities
FirstName LastNameDavid P. Hochman
Comapany NameOrchestra BioMed Holdings, Inc.
April 18, 2024 Page 2
FirstName LastName
David P. Hochman
Orchestra BioMed Holdings, Inc.
April 18, 2024
Page 2
they purchased. Please revise your cover page and risk factors to include disclosure
relating to certain selling shareholders' incentive to sell.
Risk Factors, page 8
3.We note your response to prior comment 6 and re-issue in part. We note the significant
number of redemptions of your common stock in connection with your business
combination and that the shares being registered for resale will constitute a considerable
percentage of your public float. Please highlight in a risk factor here the amount of shares
being registered for resale could have a significant negative impact on the public trading
price of the common stock and the attendant risks.
Please contact Benjamin Richie at 202-551-7857 or Lauren Nguyen at 202-551-3642
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Yariv Katz