The global strategic collaboration will progress the development of Orchestra BioMed’s BackBeat Cardiac Neuromodulation Therapy (CNT) as a potential treatment for hypertension in patients who are indicated for a cardiac pacemaker.
Additionally, Orchestra BioMed closed a $110 million Series D financing, which included investments from Medtronic, funds managed by RTW Investments, LP (“RTW”), Perceptive Advisors, Terumo Corporation (“Terumo”), SternAegis Ventures and other investors.
Finally, the company entered into a definitive business combination agreement with HSAC2. The deal is structured to provide a minimum of $70 million in gross proceeds to the combined company at closing and up to $160 million in the event of no redemptions by HSAC shareholders, according to a news release. The Series D financing was not contingent on the consummation of the business combination.
The business combination agreement includes $20 million in total forward purchase agreements from Medtronic and RTW (an affiliate of HSAC2’s sponsor and a leading life sciences investment firm), as well as an up to $50 million trust backstop agreement with RTW.
Orchestra BioMed said it expects the combined company to have a fully diluted pro forma market cap of $407 million assuming no redemptions and $317 million assuming the minimum gross cash condition is met. The combined company’s pro forma fully diluted enterprise value is expected to be $158 million.
Upon the closing of the transaction, the company will operate under the name “Orchestra BioMed Holdings” and will be led by Orchestra BioMed Chair, CEO and co-founder David Hochman. Its common stock will be listed on the Nasdaq market under the “OBIO” ticker.
The company said it expects to receive a minimum of $180 million in gross proceeds from the business combination and Series D financing. Assuming the minimum pro forma cash balance, the combined company is expected to have sufficient capital to fund operations into 2026 based on current plans and estimates.
“These significant transactions further validate the potential of Orchestra BioMed’s flagship development programs and our novel partnership-enabled business model. As the global leader in advanced cardiac pacing therapies, Medtronic is the ideal company to help us develop BackBeat CNT for the treatment of hypertension, which is remarkably common and drives significant health risk in the pacemaker population,” Hochman said in the news release. “This new collaboration along with our established strategic partnership with Terumo for the development and commercialization of Virtue Sirolimus AngioInfusion Balloon (SAB) for the treatment of artery disease exemplify our commitment to developing potential high-impact medical innovations with global medical technology leaders.
“The capital proceeds from our Series D financing and planned business combination provide Orchestra BioMed with a substantial financial runway and position us to achieve major milestones.”