Orchestra BioMed and Terumo Enter into New $30 Million Virtue SAB Strategic Agreements

Executive Summary

• Orchestra BioMed entered a termination and right‑of‑first‑refusal agreement with Terumo, granting Terumo a ROFR on Virtue SAB coronary indications in exchange for an upfront $10 million payment.
• Terumo will invest an additional $20 million in Orchestra BioMed via a new series of non‑voting preferred stock at a minimum price of $12 per share (convertible into common stock).
• The combined $30 million proceeds provide significant capital to advance the Virtue SAB pivotal trial and other key clinical milestones, with closing expected by November 7 2025.

Key Details

• ROFR Agreement:
• Supersedes prior distribution agreement.
• Grants Terumo a right of first refusal to acquire rights or enter a distribution arrangement for Virtue SAB in coronary artery disease worldwide.
• Up‑front payment from Terumo: $10 million.

• ROFR period expires 90 days after Orchestra BioMed discloses primary endpoint data (or public disclosure, whichever is earlier).

• Securities Purchase Agreement:

• Terumo to invest $20 million in non‑voting preferred stock.
• Preferred shares convertible into common stock under specified conditions.

• Minimum purchase price: $12 per share.

• Prior Payments (context):

• Terumo previously made a $30 million non‑refundable payment and a $5 million common‑stock investment under the earlier agreement.

• Closing Timeline:

• Both transactions subject to customary closing conditions.

• Expected completion no later than November 7 2025.

• Strategic Impact:

• Provides additional capital for advancing Virtue SAB pivotal IDE trial (coronary in‑stent restenosis).
• Enables Orchestra BioMed to seek other development/commercialization partners while Terumo retains first look on coronary market offers.

Notable Quotes

• David Hochman, Chairman & CEO, Orchestra BioMed: “The $30 million in proceeds from Teruto provides meaningful additional capital resources to advance both of our pivotal stage programs to key clinical and regulatory milestones.”
• Ghada Farah, President, Terumo Interventional Systems: “We are very pleased to enter into a new strategic agreement with Orchestra BioMed that reflects the significant potential for Virtue SAB in the treatment of coronary artery disease.”