| Warrants |
9. Warrants The Company evaluates its outstanding warrants to determine if the instruments qualify for equity or liability classification. Summarized Outstanding Warrants The following table summarizes outstanding warrants to purchase shares of Common Stock as of March 31, 2026 and December 31, 2025: | | | | | | | | | | | Number of Shares | | | | Remaining | | | March 31, | | December 31, | | Exercise | | Term in | | | 2026 | | 2025 | | Price | | Years | Equity-classified Warrants | | | | | | | | | Pre-Funded Warrants(1) | | 5,136,363 | | 5,136,363 | | $0.0001 | | N/A | Ligand Warrant (Note 13) | | 2,000,000 | | 2,000,000 | | $3.67 | | 9.34 | Orchestra BioMed, Inc. Warrants(2) | | 507,841 | | 507,841 | | $1.08 – $30.11 | | 1.18 – 2.32 | Hercules Warrants (Note 14) | | 167,598 | | 167,598 | | $3.58 | | 5.61 | Avenue Warrants | | 27,707 | | 27,707 | | $7.67 | | 2.52 | Non-employee Warrants (Note 10) | | 60,000 | | 60,000 | | $4.69 | | 3.92 | Private Warrants Held by Sponsor(3) | | 750,000 | | 750,000 | | $11.50 | | 6.83 | Officer and Director Warrants(4) | | 635,000 | | 635,000 | | $11.50 | | 6.83 | Total Outstanding | | 9,284,509 | | 9,284,509 | | | | |
| (1) | In August 2025, the Company received $2.7499 per the Pre-Funded Warrant issued, or $14.1 million in aggregate proceeds. Each Pre-Funded Warrant may be exercised for $0.0001 per Pre-Funded Warrant. |
| (2) | Represents warrants initially issued by Orchestra BioMed, Inc., which converted into warrants to acquire Common Stock in connection with the Business Combination (the “Orchestra BioMed, Inc. Warrants”). |
| (3) | The Sponsor purchased 1,500,000 warrants to purchase shares of HSAC2 in a private placement upon consummation of the HSAC2 initial public offering (the “Private Warrants”), 750,000 of which were forfeited by the Sponsor immediately prior to the closing of the Business Combination (the “Sponsor Forfeiture”). |
| (4) | Pursuant to the terms of the Business Combination, immediately following the Sponsor Forfeiture and prior to the closing of the Business Combination, HSAC2 issued 750,000 warrants to purchase Common Stock to eleven specified employees and directors of Orchestra (the “Officer and Director Warrants”). These Officer and Director Warrants have substantially similar terms to the forfeited Private Warrants, except they were subject to vesting provisions that expired in January 2026. There are fewer than 750,000 Officer and Director Warrants outstanding currently due to forfeitures by persons that resigned from the Company prior to the vesting of the Officer and Director Warrants. |
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