Orchestra BioMed Holdings (OBIO) risk factors, FY2025 10-K

Orchestra BioMed Holdings's FY2025 10-K, filed Mar 12, 2026, lists 72 risk factors in 5 groups. Against the prior year's 46: 40 new, 14 dropped, 19 substantially reworded.

Risk factors listed
725 groups
New this year
40vs 46 last year
Dropped
14since the prior 10-K
Substantially reworded
19of those kept
Section length
39k wordsItem 1A

What the changes say

  • Orchestra BioMed continues to incur mounting net losses with substantial accumulated deficits.
  • Clinical studies for Virtue SAB, AVIM Therapy, CNT-HF, and SirolimusEFR face lengthy regulatory approval risks.
  • Operations depend heavily on attracting specialized personnel and managing IT systems.

What changed since the prior 10-K

New

  • NewRisks Related to Our Business and Products

    We have a history of net losses, and we expect to continue to incur losses for the foreseeable future. If we ever achieve profitability, we may not be able to sustain it

    We reported net losses of $52.7 million in 2025 and $61.0 million in 2024, resulting in an accumulated deficit of $362.6 million.

  • NewRisks Related to Our Business and Products

    The clinical study process required to obtain regulatory approvals or certifications carries substantial risks and is lengthy and expensive with uncertain outcomes. If our clinical studies are unsuccessful or significantly delayed, or if we do not complete our clinical studies, our business may be harmed

    Developing device-led combination products like Virtue SAB, AVIM Therapy, CNT-HF, and SirolimusEFR involves lengthy and expensive clinical trials with uncertain outcomes.

  • NewRisks Related to Our Business and Products

    Failures or perceived failures in our clinical studies will delay and may prevent our product candidate development and regulatory approval or certification process, damage our business prospects and negatively affect our reputation and competitive position

    Clinical failures or perceived conflicts of interest with principal investigators could delay regulatory approval and harm our reputation.

  • NewRisks Related to Our Business and Products

    The FDA and comparable foreign regulatory authorities may not accept data from any preclinical or clinical trials we may conduct in foreign countries

    Up to 50% of our BACKBEAT study data may come from foreign sites, which the FDA may not accept.

  • NewRisks Related to Our Business and Products

    Even if we obtain all necessary FDA approvals, our product candidates may not achieve or maintain market acceptance and may be subject to additional regulatory requirements post-approval

    Even if approved, our products may fail to achieve market acceptance by physicians, patients, and third-party payors.

  • NewRisks Related to Our Business and Products

    Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide

    Our operating results may fluctuate significantly due to factors outside our control, including product demand and reimbursement policies.

  • NewRisks Related to Our Business and Products

    The long-term macroeconomic effects of the COVID-19 pandemic and any future pandemic or epidemic could adversely impact our business, including our clinical studies and financial condition

    Long-term macroeconomic effects of pandemics, including supply chain disruptions and labor shortages, could impact our clinical studies.

  • NewRisks Related to Our Business and Products

    Interim, “topline” and preliminary data from our clinical studies that we announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data

    Preliminary or topline clinical data we announce may change following more comprehensive reviews and audit procedures.

  • NewRisks Related to Our Business and Products

    We depend on attracting, retaining and developing key management, clinical, scientific, regulatory, quality, marketing and other expert personnel, and losing these personnel could impair the development and sales of our products or product candidates

    We depend heavily on attracting and retaining key management and scientific personnel in a highly competitive industry.

  • NewRisks Related to Our Business and Products

    The misuse or promotion of off-label uses of our products may harm our reputation in the marketplace, result in injuries that lead to product liability suits or result in costly investigations, fines or sanctions by regulatory bodies, any of which could be costly to our business

    Off-label use of our products by physicians could result in patient injury, product liability suits, or regulatory sanctions.

  • NewRisks Related to Our Business and Products

    We must successfully maintain and upgrade our information technology systems, and our failure to do so could have a material adverse effect on our business, financial condition and results of operations

    We must successfully expand and upgrade our information technology systems to support our growth and avoid business disruptions.

  • NewRisks Related to Our Business and Products

    We may in the future bring certain cGMP product release testing, stability testing and cGMP pharmaceutical manufacturing capabilities in-house, and we may not be able to do so successfully or in compliance with FDA regulations

    Bringing cGMP product release testing for SirolimusEFR in-house subjects us directly to direct FDA and cGMP regulatory compliance risks.

  • NewRisks Related to Our Business and Products

    We may expend our limited resources to pursue a particular product or indication and fail to capitalize on products or indications that may be more profitable or for which there is a greater likelihood of success

  • NewRisks Related to Our Business and Products

    Changes in tax laws could adversely affect the taxes we pay and, as a result, adversely affect our financial condition and results of operations

  • NewRisks Related to Our Reliance on Third Parties

    The failure of our manufacturing partners and component suppliers to meet regulatory quality standards applicable to their manufacturing processes could have an adverse effect on our business, financial condition and results of operations

  • NewRisks Related to Our Reliance on Third Parties

    From time to time, we engage outside parties to perform services related to certain of our clinical studies and trials, and any failure of those parties to fulfill their obligations could cause costs and delays

  • NewRisks Related to Our Reliance on Third Parties

    The continuing development of many of our products and product candidates depends upon our maintaining strong working relationships with physicians

  • NewRisks Related to Our Reliance on Third Parties

    We have limited pharmaceutical manufacturing experience and our CMOs may experience development or manufacturing problems or delays in producing our product candidates and planned or future products that could limit or prevent the potential growth of our revenue or increase our losses

  • NewRisks Related to Our Reliance on Third Parties

    Reduction or interruption in supply and an inability to develop alternative sources for supply may adversely affect our partners’ manufacturing operations and related product sales

  • NewRisks Related to Our Reliance on Third Parties

    We source certain products from foreign suppliers, making us vulnerable to supply problems or price fluctuations caused by trade conflicts and other geopolitical events

  • NewRisks Related to Our Reliance on Third Parties

    As a result of these dynamics, we may find it difficult to predict the impact to our business of these and future changes to the trading relationships between the U.S. or other countries or the impact on our business of new laws or regulations adopted by the United States or other countries

  • NewRisks Related to Government Regulation and Our Industry

    Regulatory compliance is expensive, complex and uncertain, and approvals or certifications can often be denied or significantly delayed. We may not obtain the necessary approvals or certifications and failure to obtain timely regulatory approval or certification, if at all, would adversely affect our business

  • NewRisks Related to Government Regulation and Our Industry

    Our medical device products must be manufactured in accordance with federal, state and foreign regulations, and we or any of our suppliers or third-party manufacturers could be forced to recall our installed systems or terminate production if we fail to comply with these regulations

  • NewRisks Related to Government Regulation and Our Industry

    Our relationships with physicians, patients and payors in the United States and elsewhere may be subject, directly or indirectly, to applicable anti-kickback, fraud and abuse, false claims, transparency, and other healthcare laws and regulations

  • NewRisks Related to Government Regulation and Our Industry

    Actual or perceived failures to comply with U.S. and foreign privacy and data protection laws, regulations and standards may adversely affect our business, operations and financial performance

  • NewRisks Related to Government Regulation and Our Industry

    We are subject to economic sanctions, export control, anti-bribery, anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act, and violations of these laws could result in substantial penalties and prosecution

  • NewRisks Related to Our Intellectual Property

    We may not effectively be able to protect or enforce our intellectual property, which could have a material adverse effect on our business, financial condition, results of operations and prospects

  • NewRisks Related to Our Intellectual Property

    Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets

  • NewRisks Related to Our Intellectual Property

    We may be involved in litigation or other proceedings relating to patent, trade secret and other intellectual property rights, which could cause substantial costs and liability

  • NewRisks Related to Our Intellectual Property

    Patents covering our technology or products could be found invalid or unenforceable if challenged in court or before administrative bodies in the United States or abroad

  • NewRisks Related to Our Intellectual Property

    We may be unable to acquire patent term extension in the United States under the Hatch-Waxman Act and in foreign countries under similar legislation

  • NewRisks Related to Our Intellectual Property

    We may need to obtain intellectual property rights from third parties, and may not be successful in obtaining necessary rights to develop any future product through acquisitions and in-licenses

  • NewRisks Related to Our Intellectual Property

    If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected

  • NewRisks Related to Ownership of Our Common Stock

    Stockholder litigation and regulatory inquiries and investigations are expensive and could harm our business, financial condition and operating results and could divert management attention

  • NewRisks Related to Ownership of Our Common Stock

    The price of our common stock has in the past been volatile and may continue to be volatile and subject to significant fluctuation

  • NewRisks Related to Ownership of Our Common Stock

    If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline

  • NewRisks Related to Ownership of Our Common Stock

    Because we do not anticipate paying any cash dividends in the foreseeable future, capital appreciation, if any, would be your sole source of gain

  • NewRisks Related to Ownership of Our Common Stock

    We are a smaller reporting company and the reduced reporting requirements applicable to smaller reporting companies may make our common stock less attractive to investors

  • NewRisks Related to Ownership of Our Common Stock

    We may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act, which could have a material adverse effect on our business

  • NewRisks Related to Ownership of Our Common Stock

    Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations

Dropped

  • DroppedRisks Related to Our Business and Products

    manufacturing efforts, as well as the potential receipt of revenues or other payments or investments under a restructured Terumo Agreement, the Medtronic Agreement and/or future collaborations, and the realization of cash from the acquisition of Vivasure by Haemonetics

  • DroppedRisks Related to Our Business and Products

    additional preclinical studies or clinical studies. Any of these occurrences could have an adverse effect on our business, financial condition and results of operations

    Disclosed cash and short-term marketable securities figures as of December 31, 2024.

  • DroppedRisks Related to Our Business and Products

    and to focus on a larger number of potential customers, which would give them a significant advantage over the sales and marketing team we would use and our international distributors in making sales

  • DroppedRisks Related to Our Business and Products

    Any of these events could prevent us from achieving or maintaining market acceptance of the particular product candidate, if approved or certified, and could seriously harm our business

  • DroppedRisks Related to Our Reliance on Third Parties

    the completion of negotiations. The Terumo Agreement provides that matters that are not resolved through mediation are to be resolved by binding arbitration conducted under the auspices of the ICDR in accordance with its International Arbitration Rules

    Compliance with FDA, IRB, GCP, and cGMP requirements for clinical studies.

  • DroppedRisks Related to Our Reliance on Third Parties

    If the mediation does not lead to an agreement or resolution, or, if applicable, we do not prevail in arbitration, or if the Terumo Agreement is terminated, our clinical study, product development, and commercialization plans for Virtue SAB may be further adversely impacted

  • DroppedRisks Related to Government Regulation and Our Industry

    accountable care organizations. It is unclear what effect new quality and payment programs, such as MACRA, may have on our business, financial condition, results of operations or cash flows

    Larger competitors having broader product lines and bundled purchase contracts.

  • DroppedRisks Related to Government Regulation and Our Industry

    approvals or certifications; withdrawals or suspensions of current approvals or certifications, resulting in prohibitions on sales of our products; and, in the most serious cases, criminal penalties

  • DroppedRisks Related to Government Regulation and Our Industry

    process, as well as coordination between two different centers within FDA responsible for review of the different components of the combination product

    Dependence on attracting, retaining, and developing key personnel.

  • DroppedRisks Related to Government Regulation and Our Industry

    additional mechanisms, at significant cost and diversion of management attention, to ensure compliance with the new data protection rules. This may be onerous and may adversely affect our business, operations and financial performance

  • DroppedRisks Related to Ownership of Our Common Stock

    The price of our securities may be volatile

  • DroppedRisks Related to Our Operations in Israel

    The research and development facilities of Motus GI Technologies, our wholly owned subsidiary and some of our suppliers are located in Israel and, therefore, our business, financial condition and results of operation may be adversely affected by political, economic and military instability in Israel

  • DroppedRisks Related to Our Operations in Israel

    In particular, on October 7, 2023, war broke out between Israel and the terrorist organizations in the Gaza Strip, following a surprise attack on Israel led by certain armed groups in the Gaza Strip. To date, our operations in Israel have not been significantly impacted by the ongoing war

  • DroppedRisks Related to Our Operations in Israel

    We may become subject to claims for payment of compensation for assigned service inventions by Motus GI Technologies’ current or former employees, which could result in litigation and adversely affect our business

Reworded

  • 96% rewrittenRisks Related to Our Reliance on Third Parties

    We and our partners may be unable to sustain revenue growth

    Minor punctuation adjustment removing an Oxford comma in the description of FDA and foreign regulatory body authorizations.

  • 96% rewrittenRisks Related to Government Regulation and Our Industry

    Changes in methods of product candidate manufacturing or formulation may result in additional costs or delay

    Unchanged text content; minor formatting or processing artifact in the 10-K filing.

  • 90% rewrittenRisks Related to Our Business and Products

    The sizes of the markets for product candidates have not been established with precision and may be smaller than we estimate

    Unchanged text content; minor formatting or processing artifact in the 10-K filing.

  • 89% rewrittenRisks Related to Ownership of Our Common Stock

    Our failure to meet Nasdaq’s continued listing requirements could result in a delisting of our common stock

    Unchanged text content; minor formatting or processing artifact in the 10-K filing.

  • 88% rewrittenRisks Related to Our Business and Products

    We currently have product liability insurance for $6.0 million per occurrence with an annual aggregate maximum of $6.0 million

    Unchanged text content; minor formatting or processing artifact in the 10-K filing.

  • 85% rewrittenRisks Related to Our Intellectual Property

    Patent terms may be inadequate to protect our competitive position on our product candidates for an adequate amount of time

    Unchanged text content; minor formatting or processing artifact in the 10-K filing.

  • 85% rewrittenRisks Related to Our Business and Products

    If we do not achieve our projected development and commercialization goals, our business may be harmed

    Removed specific references to the Terumo collaboration agreement and milestone dates from the description of development goals.

  • 85% rewrittenRisks Related to Our Intellectual Property

    If we cannot protect and control unpatented trade secrets, know-how and other proprietary technology, we may suffer competitive harm

    Changed 'Interventional Therapies group intends to develop' to 'Interventional Therapies group may develop' regarding trade secrets.

  • 82% rewrittenRisks Related to Government Regulation and Our Industry

    Environmental and health safety laws may result in liabilities, expenses and restrictions on our operations

  • 80% rewrittenRisks Related to Our Business and Products

    We may be unable to compete successfully with larger companies in our highly competitive industry

  • 58% rewrittenRisks Related to Government Regulation and Our Industry

    Virtue SAB is a drug/device combination, which may result in additional regulatory and other risks

  • 55% rewrittenRisks Related to Our Business and Products

    These and other risks associated with our international operations may materially adversely affect our ability to attain or maintain profitable operations, which would have a material adverse effect on our business, financial condition and results of operations

  • 54% rewrittenRisks Related to Government Regulation and Our Industry

    Healthcare reform initiatives and other administrative and legislative proposals may adversely affect our business

  • 52% rewrittenRisks Related to Our Business and Products

    Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited

  • 46% rewrittenRisks Related to Ownership of Our Common Stock

    We face increased legal, accounting, administrative and other costs and expenses as a public company. These increased costs require us to divert a significant amount of money and management attention that could otherwise be used to expand the business and achieve strategic objectives

  • 45% rewrittenRisks Related to Government Regulation and Our Industry

    The aforementioned EU rules are generally applicable in the EEA (which consists of the 27 EU member states plus Norway, Liechtenstein and Iceland). Non-compliance with the above requirements would also prevent us from selling our products in these countries

  • 36% rewrittenRisks Related to Our Business and Products

    We may need substantial additional funding. If we are unable to raise capital when needed, we could be forced to delay, reduce or eliminate our product development programs or commercialization efforts

  • 28% rewrittenRisks Related to Our Business and Products

    Economic conditions may adversely affect our business, financial condition and share price

  • 21% rewrittenRisks Related to Ownership of Our Common Stock

    Moreover, in the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business

All 72 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business and Products

  1. 01We have a history of net losses, and we expect to continue to incur losses for the foreseeable future. If we ever achieve profitability, we may not be able to sustain itNew
  2. 02We may need substantial additional funding. If we are unable to raise capital when needed, we could be forced to delay, reduce or eliminate our product development programs or commercialization efforts36% rewritten
  3. 03We currently have a limited operating history and limited sources of revenue and may never become profitable
  4. 04If we do not achieve our projected development and commercialization goals, our business may be harmed85% rewritten
  5. 05The clinical study process required to obtain regulatory approvals or certifications carries substantial risks and is lengthy and expensive with uncertain outcomes. If our clinical studies are unsuccessful or significantly delayed, or if we do not complete our clinical studies, our business may be harmedNew
  6. 06Failures or perceived failures in our clinical studies will delay and may prevent our product candidate development and regulatory approval or certification process, damage our business prospects and negatively affect our reputation and competitive positionNew
  7. 07The FDA and comparable foreign regulatory authorities may not accept data from any preclinical or clinical trials we may conduct in foreign countriesNew
  8. 08Even if we obtain all necessary FDA approvals, our product candidates may not achieve or maintain market acceptance and may be subject to additional regulatory requirements post-approvalNew
  9. 09We may be unable to compete successfully with larger companies in our highly competitive industry80% rewritten
  10. 10Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provideNew
  11. 11The sizes of the markets for product candidates have not been established with precision and may be smaller than we estimate90% rewritten
  12. 12The long-term macroeconomic effects of the COVID-19 pandemic and any future pandemic or epidemic could adversely impact our business, including our clinical studies and financial conditionNew
  13. 13Interim, “topline” and preliminary data from our clinical studies that we announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final dataNew
  14. 14We depend on attracting, retaining and developing key management, clinical, scientific, regulatory, quality, marketing and other expert personnel, and losing these personnel could impair the development and sales of our products or product candidatesNew
  15. 15If we make acquisitions, we could incur significant costs and encounter difficulties that harm our business
  16. 16If we do not manage our growth or control costs related to growth, our results of operations will suffer
  17. 17Litigation and other legal proceedings may adversely affect our business
  18. 18Product liability and other claims against us may reduce demand for our products or result in substantial damages
  19. 19We currently have product liability insurance for $6.0 million per occurrence with an annual aggregate maximum of $6.0 million88% rewritten
  20. 20The misuse or promotion of off-label uses of our products may harm our reputation in the marketplace, result in injuries that lead to product liability suits or result in costly investigations, fines or sanctions by regulatory bodies, any of which could be costly to our businessNew
  21. 21We must successfully maintain and upgrade our information technology systems, and our failure to do so could have a material adverse effect on our business, financial condition and results of operationsNew
  22. 22Economic conditions may adversely affect our business, financial condition and share price28% rewritten
  23. 23Business disruptions could seriously harm our future revenue and financial condition and increase our costs and expenses
  24. 24These and other risks associated with our international operations may materially adversely affect our ability to attain or maintain profitable operations, which would have a material adverse effect on our business, financial condition and results of operations55% rewritten
  25. 25We may in the future bring certain cGMP product release testing, stability testing and cGMP pharmaceutical manufacturing capabilities in-house, and we may not be able to do so successfully or in compliance with FDA regulationsNew
  26. 26We may expend our limited resources to pursue a particular product or indication and fail to capitalize on products or indications that may be more profitable or for which there is a greater likelihood of successNew
  27. 27Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited52% rewritten
  28. 28Changes in tax laws could adversely affect the taxes we pay and, as a result, adversely affect our financial condition and results of operationsNew

Risks Related to Our Reliance on Third Parties

  1. 29We and our partners may be unable to sustain revenue growth96% rewritten
  2. 30The failure of our manufacturing partners and component suppliers to meet regulatory quality standards applicable to their manufacturing processes could have an adverse effect on our business, financial condition and results of operationsNew
  3. 31From time to time, we engage outside parties to perform services related to certain of our clinical studies and trials, and any failure of those parties to fulfill their obligations could cause costs and delaysNew
  4. 32The continuing development of many of our products and product candidates depends upon our maintaining strong working relationships with physiciansNew
  5. 33We have limited pharmaceutical manufacturing experience and our CMOs may experience development or manufacturing problems or delays in producing our product candidates and planned or future products that could limit or prevent the potential growth of our revenue or increase our lossesNew
  6. 34Reduction or interruption in supply and an inability to develop alternative sources for supply may adversely affect our partners’ manufacturing operations and related product salesNew
  7. 35We source certain products from foreign suppliers, making us vulnerable to supply problems or price fluctuations caused by trade conflicts and other geopolitical eventsNew
  8. 36As a result of these dynamics, we may find it difficult to predict the impact to our business of these and future changes to the trading relationships between the U.S. or other countries or the impact on our business of new laws or regulations adopted by the United States or other countriesNew

Risks Related to Government Regulation and Our Industry

  1. 37Healthcare reform initiatives and other administrative and legislative proposals may adversely affect our business54% rewritten
  2. 38Regulatory compliance is expensive, complex and uncertain, and approvals or certifications can often be denied or significantly delayed. We may not obtain the necessary approvals or certifications and failure to obtain timely regulatory approval or certification, if at all, would adversely affect our businessNew
  3. 39The aforementioned EU rules are generally applicable in the EEA (which consists of the 27 EU member states plus Norway, Liechtenstein and Iceland). Non-compliance with the above requirements would also prevent us from selling our products in these countries45% rewritten
  4. 40Our medical device products must be manufactured in accordance with federal, state and foreign regulations, and we or any of our suppliers or third-party manufacturers could be forced to recall our installed systems or terminate production if we fail to comply with these regulationsNew
  5. 41If any of these events occur, our reputation could be harmed, we could be exposed to product liability claims and we could lose customers and experience reduced sales and increased costs
  6. 42Virtue SAB is a drug/device combination, which may result in additional regulatory and other risks58% rewritten
  7. 43Changes in methods of product candidate manufacturing or formulation may result in additional costs or delay96% rewritten
  8. 44Our relationships with physicians, patients and payors in the United States and elsewhere may be subject, directly or indirectly, to applicable anti-kickback, fraud and abuse, false claims, transparency, and other healthcare laws and regulationsNew
  9. 45Actual or perceived failures to comply with U.S. and foreign privacy and data protection laws, regulations and standards may adversely affect our business, operations and financial performanceNew
  10. 46Environmental and health safety laws may result in liabilities, expenses and restrictions on our operations82% rewritten
  11. 47We are subject to economic sanctions, export control, anti-bribery, anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act, and violations of these laws could result in substantial penalties and prosecutionNew

Risks Related to Our Intellectual Property

  1. 48We may not effectively be able to protect or enforce our intellectual property, which could have a material adverse effect on our business, financial condition, results of operations and prospectsNew
  2. 49We may be unable to enforce our intellectual property rights throughout the world
  3. 50If we cannot protect and control unpatented trade secrets, know-how and other proprietary technology, we may suffer competitive harm85% rewritten
  4. 51Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secretsNew
  5. 52We may be involved in litigation or other proceedings relating to patent, trade secret and other intellectual property rights, which could cause substantial costs and liabilityNew
  6. 53Patents covering our technology or products could be found invalid or unenforceable if challenged in court or before administrative bodies in the United States or abroadNew
  7. 54Obtaining and maintaining our patent protection depends on compliance with various procedural measures, document submissions, fee payments and other requirements imposed by government patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements
  8. 55Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our products
  9. 56Patent terms may be inadequate to protect our competitive position on our product candidates for an adequate amount of time85% rewritten
  10. 57We may be unable to acquire patent term extension in the United States under the Hatch-Waxman Act and in foreign countries under similar legislationNew
  11. 58We may need to obtain intellectual property rights from third parties, and may not be successful in obtaining necessary rights to develop any future product through acquisitions and in-licensesNew
  12. 59If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affectedNew

Risks Related to Ownership of Our Common Stock

  1. 60Stockholder litigation and regulatory inquiries and investigations are expensive and could harm our business, financial condition and operating results and could divert management attentionNew
  2. 61Anti-takeover provisions contained in our Charter and our Bylaws and under Delaware law could impair a takeover attempt
  3. 62The price of our common stock has in the past been volatile and may continue to be volatile and subject to significant fluctuationNew
  4. 63Moreover, in the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business21% rewritten
  5. 64Sales of a substantial number of shares of our common stock in the public market could occur at any time. If our existing stockholders sell substantial amounts of common stock in the public market, or the market perceives that they intend to do so, the market price of our common stock could decline
  6. 65Our warrants may not be exercised at all and we may not receive any cash proceeds from the exercise of the warrants
  7. 66Our failure to meet Nasdaq’s continued listing requirements could result in a delisting of our common stock89% rewritten
  8. 67If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities could declineNew
  9. 68Because we do not anticipate paying any cash dividends in the foreseeable future, capital appreciation, if any, would be your sole source of gainNew
  10. 69We are a smaller reporting company and the reduced reporting requirements applicable to smaller reporting companies may make our common stock less attractive to investorsNew
  11. 70We may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act, which could have a material adverse effect on our businessNew
  12. 71We face increased legal, accounting, administrative and other costs and expenses as a public company. These increased costs require us to divert a significant amount of money and management attention that could otherwise be used to expand the business and achieve strategic objectives46% rewritten
  13. 72Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operationsNew

Other Orchestra BioMed Holdings 10-Ks

  • FY2024 10-K risk factors
    46 risks

    Company is a clinical-stage medical technology business facing substantial capital requirements for studies like BACKBEAT and Virtue ISR-US. Operations depend heavily on partnerships such as Terumo, Medtronic, and Haemonetics. Product candidates like Virtue SAB face complex drug-device combination regulatory pathways.

    Filed Mar 31, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.