Dilution profile // every instrument, one screen, from SEC filings

Orchestra BioMed Holdings, Inc. (OBIO)

CIK 1814114 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$30.9M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
LOWwarrants = 13% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
MEDIUM+68% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
LOW~27 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2020-11-052026-08-06

Latest: 60.1M shares as of Aug 6, 2026 (10-Q). Share count fell from 20.4M to 11.2M between May 12, 2022 and Aug 15, 2022, a pattern consistent with a reverse split (roughly 1-for-2); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Prefunded Warrants3.9M$0.0001
Ligand Warrants2.0M$3.679.1y
Private Warrants Held By Sponsor750,000$11.56.6y
Officer and Director Warrants635,000$11.56.6y
Equity Classified Legacy Orchestra Warrants507,841$1.080.9y
Equity Classified Hercules Warrants167,598$3.585.4y
Equity Classified Non Employees Warrants60,000$4.693.7y
Equity Classified Avenue Warrants27,707$7.672.3y

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 10, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 8.0M underlying shares, as reported Jun 30, 2026 (10-Q).

Reported exercise price: $11.5 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $0 as of Dec 31, 2023.

Rough fully diluted estimate: 68.1M = 60.1M O/S + 8.0M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Convertible Loan Agreement$20.0M$20.0Mnot tagged11%

Notes exactly as the company dimensioned them in its 10-Q filed Aug 10, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding60.1MAug 6, 2026
+ Prefunded Warrants (if exercised)3.9MJun 30, 2026
+ Ligand Warrants (if exercised)2.0MJun 30, 2026
+ Private Warrants Held By Sponsor (if exercised)750,000Jun 30, 2026
+ Officer and Director Warrants (if exercised)635,000Jun 30, 2026
+ Equity Classified Legacy Orchestra Warrants (if exercised)507,841Jun 30, 2026
+ Equity Classified Hercules Warrants (if exercised)167,598Jun 30, 2026
+ Equity Classified Non Employees Warrants (if exercised)60,000Jun 30, 2026
+ Equity Classified Avenue Warrants (if exercised)27,707Jun 30, 2026
Fully diluted estimate68.1M+13.4% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $30.9Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Oct 31, 2025$30.9M registeredfiling →
S-3May 15, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →
S-1Oct 10, 2023no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 1 executed · 1 registered.

UPDATENov 21, 2025Prospectus update — often a resale registration, not necessarily new capital424B3
REGISTEREDOct 31, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDOct 28, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDAug 1, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJul 31, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJul 31, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDAug 12, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
UPDATEMay 24, 2024Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEMay 24, 2024SEC declared a registration effective — selling can beginEFFECT
REGISTEREDMay 15, 2024S-3 registration — capacity to sell shares, not a sale yetS-3
UPDATEMay 9, 2024Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEMay 9, 2024SEC declared a registration effective — selling can beginEFFECT

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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