Exhibit 4.7


 


THIS WARRANT AND THE SECURITIES ISSUABLE
UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. NEITHER
THIS WARRANT NOR SUCH SECURITIES MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR SOME EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF SUCH ACT AND LAWS.


 


	
     

    Warrant No. [______]

    [100,000][200,000] Shares
	ORCHESTRA BIOMED, INC.	 


 


SPECIAL ADVISORY COMMON STOCK WARRANT


 


This Warrant, issued to [Aegis
Capital Corp.][Perceptive Advisors LLC] or its registered assigns (the “Holder”), by ORCHESTRA BIOMED, INC., a Delaware
corporation (the “Company”), is dated as of [_________], 2018 (the “Warrant Issue Date”).


 


This Warrant is issued pursuant
to [that certain Financial Advisory Agreement, dated of even date herewith, by and between the Company and Holder][Holder’s role
as lead investor in the Company’s private placement of Series B Preferred Stock of the Company, par value $0.0001 per share].


 


1. Purchase
of Shares; Exercise Period. Subject to the terms and conditions hereinafter set forth, the Holder is entitled, upon surrender
of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the Holder in writing), to
purchase from the Company [100,000][200,000] shares of Common Stock of the Company, par value $0.0001 per share (“Common Stock”),
subject to adjustment as set forth in Sections 2 and 6 herein (the “Shares”). This Warrant shall be exercisable
at any time after the two (2) year anniversary of the Warrant Issue Date and shall expire on [5 years from Warrant Issue Date].
In the event of the sale of the Company (whether by merger, consolidation or otherwise) or substantially all of its assets (a “Sale
Event”), the Holder shall be provided written notice of such Sale Event at least ten (10) business days prior to such Sale Event
and shall be entitled to exercise this Warrant and purchase the Shares prior to such Sale Event.


 


2. Exercise
Price.


 


(a) Exercise
Price. The exercise price per share for which the Shares may be purchased pursuant to the terms of this Warrant shall be $0.25 per
share (such price is herein referred to as the “Exercise Price”).


 


(b) Adjustment
of Exercise Price. If the Company shall, at any time or from time to time after the date hereof, issue or sell, any Shares without
consideration or for consideration per share less than the Exercise Price in effect immediately prior to such issuance or sale, then immediately
upon such issuance or sale, the Exercise Price in effect immediately prior to such issuance or sale shall be reduced (and in no event
increased) to an Exercise Price equal to the quotient obtained by dividing:


 






     


     


    

 


(i) the
sum of (A) the product obtained by multiplying the number of Shares outstanding immediately prior to such issuance or sale (or deemed
issuance or sale) by the Exercise Price then in effect plus (B) the aggregate consideration, if any, received by the Company upon such
issuance or sale (or deemed issuance or sale); by


 


(ii) the
sum of (A) the Shares outstanding immediately prior to such issuance or sale plus (B) the aggregate number of Shares issued or sold by
the Company in such issuance or sale.


 


(c) Adjustment
to Number of Shares Upon Adjustment to Exercise Price. Upon any and each adjustment of the Exercise Price as provided in Section
2(b), the number of Shares issuable upon the exercise of this Warrant immediately prior to any such adjustment shall be increased
to a number of Shares equal to the quotient obtained by dividing:


 


(i) the
product of (A) the Exercise Price in effect immediately prior to any such adjustment multiplied by (B) the number of Shares issuable upon
exercise of this Warrant immediately prior to any such adjustment; by


 


(ii) the
Exercise Price resulting from such adjustment.


 


3. Method
of Exercise. While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may
exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by:


 


(a) the
surrender of the Warrant, together with a duly executed copy of the form of Notice of Election attached hereto, to the Chief Financial
Officer of the Company at its principal offices; and


 


(b) by
either (i) the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased (such
amount, the “Aggregate Exercise Price”) in the form of cash or by wire transfer of immediately available funds to an
account designated by the Company or (ii) by tendering Warrants in a cashless exercise as set forth in Section 3(c) (a “Cashless
Exercise”).


 






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(c) Upon exercise of the
Warrant, unless otherwise elected by the exercising Holder pursuant to the terms hereof, Shares to be acquired upon the exercise of
the Warrant will be applied automatically to pay the Exercise Price in connection with a Cashless Exercise of the Warrant. Any
Shares transferred to the Company as cashless payment of the Exercise Price under the Warrant shall be valued at the fair value of a
share of Common Stock for purposes of determining the Exercise Price. In the event that the Holder elects to effect a Cashless
Exercise, (i) if the fair value of a share of Common Stock is less than or equal to the Exercise Price, the Holder shall not be
entitled to receive any Shares, and (ii) if the fair value of a share of Common Stock is greater than the Exercise Price, the Holder
shall receive a number of Warrant Shares to be calculated as follows:


 


		X	= Y * (A - B)

          A



 


with:


 


		X =	the number of Shares to be issued to the Holder following such Cashless Exercise;



 


		Y =	the number of Shares purchasable by such Holder under the Warrant or, if only a portion of the Warrant
is being exercised, the portion of the Warrant being exercised;



 


		A =	the fair value of a share of Common Stock as of the applicable date; and



 


		B =	the Exercise Price as of the applicable date.



 


Solely for the purposes of
this paragraph, “fair value” per share of Common Stock shall mean the average Closing Price (as defined below) per
share of Common Stock for the twenty (20) trading days immediately preceding the date on which the Notice of Exercise is deemed to have
been sent to the Company. “Closing Price” means, for any date, the price determined by the first of the following clauses
that applies: (a) if the Common Stock is then listed or quoted on the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select
Market, the NASDAQ Global Market or the NASDAQ Capital Market or any other national securities exchange, the closing price per share of
the Common Stock for such date (or the nearest preceding date) on the primary eligible market or exchange on which the Common Stock is
then listed or quoted; (b) if prices for the Common Stock are then quoted on the OTC Bulletin Board or any tier of the OTC Markets Group,
the closing bid price per share of the Common Stock for such date (or the nearest preceding date) so quoted; or (c) if prices for the
Common Stock are then reported in the “Pink Sheets” published by the OTC Markets Group (or a similar organization or agency
succeeding to its functions of reporting prices), the most recent closing bid price per share of the Common Stock so reported. If the
Common Stock is not publicly traded as set forth above, the “fair value” per share of Common Stock shall be reasonably and
in good faith determined by the Board of Directors of the Company as of the date which the Notice of Exercise is deemed to have been sent
to the Company.


 


For purposes of Rule 144 promulgated
under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued in a Cashless
Exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for such shares shall be deemed to have
commenced, on the Effective Date of this Warrant.


 


4. Certificates
for Shares. Upon the exercise of the purchase rights evidenced by this Warrant, one or more certificates for the number of Shares
so purchased may be issued by the Company with appropriate restrictive legends, if applicable.


 


5. Issuance
of Shares. The Company covenants that the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens, and charges with respect to the issuance thereof. The Company further
covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will have
authorized and reserved, for the purpose of issue or transfer upon exercise of the rights evidenced by this Warrant, a sufficient number
of shares of authorized but unissued capital stock, or other securities and property, when and as required to provide for the exercise
of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of capital
stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities
exchange upon which the capital stock may be listed.


 






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6. Other
Adjustments of Exercise Price and Number of Shares.


 


(a) Subdivisions,
Combinations and Other Issuances. If the Company, at any time prior to the expiration of this Warrant: (i) pays a stock dividend or
otherwise makes a distribution or distributions on shares of its Common Stock, (ii) subdivides outstanding shares of Common Stock into
a larger number of shares or (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller
number of shares, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of
shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall
be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this
Warrant shall be proportionately adjusted such that the Aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment
made pursuant to this Section 6(a) shall become effective immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision
or combination. The Exercise Price and the Shares, as so adjusted, shall be readjusted in the same manner upon the happening of any successive
event or events described in this Section 6(a).


 


(b) Reclassification,
Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the Common Stock of the Company
(other than as a result of a subdivision, combination or stock dividend provided for in Section 6(a) above), then, as a condition
of such reclassification, reorganization, or change, lawful provision shall be made, and duly executed documents evidencing the same from
the Company or its successor shall be delivered to the Holder, so that the Holder shall have the right at any time prior to the expiration
of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of
stock and other securities and property receivable in connection with such reclassification, reorganization, or change by a holder of
the same number of Shares as were purchasable by the Holder immediately prior to such reclassification, reorganization, or change. In
any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof
shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof,
and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall
remain the same.


 


(c) Distributions
of Other Property. In case the Company shall distribute to the holders of the Common Stock of the Company (including any such distribution
made in connection with a consolidation or merger in which the Company is the continuing corporation) evidences of its indebtedness or
assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions
referred to in Section 6(a) above) or rights, options, or warrants, or convertible or exchangeable securities containing the right
to subscribe for or purchase debt securities, assets, or other securities of the Company (excluding those referred to in Section 6(a)
above), then in lieu of an adjustment in the number of Shares purchasable upon the exercise of this Warrant, the Holder upon the exercise
thereof at any time after such distribution shall be entitled to receive from the Company the stock or other securities to which the Holder
would have been entitled if the Holder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided
in this Section 6; provided, however, that no adjustment in respect of cash dividends or interest on such stock or other securities
shall be made during the term of this Warrant or upon the exercise of this Warrant.


 






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(d) Notice
of Certain Events. If, at any time prior to the expiration of this Warrant, (i) the Company shall declare any dividend on the Common
Stock of the Company payable in cash or shares of capital stock of the Company; or (ii) the Company shall authorize the issuance to all
holders of shares of Common Stock of the Company of rights, options, or warrants to subscribe for or purchase shares of the capital stock
of the Company or of any other subscription rights or warrants; or (iii) the Company shall authorize the distribution to all holders of
shares of Common Stock of the Company evidences of its indebtedness or assets; or (iv) the Board of Directors of the Company shall have
approved any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required,
or any sale or lease of all or substantially all of the assets of the Company or any reclassification or change of the Shares issuable
upon exercise of this Warrant (other than a change in par value or as a result of a subdivision or combination), or a tender offer or
exchange offer for Shares; or (v) the voluntary or involuntary dissolution, liquidation, or winding up of the Company occurs; or (vi)
the Company proposes to take any action that would require an adjustment in the number or kind of securities issuable upon exercise of
this Warrant pursuant to this Section 6; then the Company shall cause to be given to the Holder, at least twenty (20) calendar
days prior to the applicable record date specified, or promptly in the case of events for which there is no record date set by the Board
of Directors therefor, a written notice stating (A) the date as of which the holders of record of shares of Common Stock of the Company
to be entitled to receive any such dividends, rights, options, warrants, or distribution are to be determined, or (B) the initial expiration
date set forth in any tender offer or exchange offer for shares of Common Stock of the Company, or (C) the date on which any such consolidation,
merger, sale, lease, reclassification, change, dissolution, liquidation, or winding up is expected to become effective or consummated,
and the date as of which it is expected that holders of record of shares shall be entitled to exchange such shares for securities or other
property, if any, deliverable upon such consolidation, merger, sale, transfer, lease, reclassification, change, dissolution, liquidation,
or winding up; provided, however, that the failure to give any such notice shall not affect the validity of any action taken by the Company.


 


(e) Notice
of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of the Warrant,
or in the coverage rate, the Company shall promptly notify the Holder of such event and of the number of Shares or other securities or
property thereafter purchasable upon exercise of this Warrant.


 


7. No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of
this Warrant, but in lieu of such fractional shares the Company shall make cash payment therefor on the basis of the Exercise Price then
in effect.


 


8. Representations
of the Company. The Company hereby represents and warrants to the Holder as follows:


 


(a) The
execution and delivery of this Warrant has been duly and properly authorized by all requisite corporate action of the Company, its Board
of Directors and stockholders, and no consent of any other person is required as a prerequisite to the validity and enforceability of
this Warrant that has not been obtained. The Company has the full legal right, power and authority to execute and deliver this Warrant
and to perform its obligations hereunder and thereunder.


 


(b) Neither
the execution nor delivery of this Warrant (including, without limitation, issuance of the Shares) will conflict with, result in a breach
of the terms, conditions or provisions of, constitute a default under, result in any violation of, require any consent, approval or other
action by or notice to or filing with any court or governmental body pursuant to the Certificate of Incorporation or Bylaws of the Company,
except to the extent that the approval of certain of the Company’s shareholders will be required in connection with the authorization
and issuance of the Shares by the Company and will be obtained prior to any such issuance.


 


(c) The
Warrant is, and assuming the Holder continues to be an “accredited investor” within the meaning of Rule 501 of Regulation
D promulgated under the Securities Act of 1933, as amended, as such rule is presently in effect and assuming no change in applicable law,
the Shares will be issued by the Company to the Holder in a transaction exempt from registration and qualification under applicable federal
and state securities laws.


 






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9. Transfers
of Warrant.


 


(a) Transferability.
Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder are transferable, in whole or in part,
upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this
Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any
transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute
and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so
assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, until a new Warrant
is issued pursuant to the preceding sentence, may be exercised by such assignee for the purchase of Shares as if such assignee were the
Holder.


 


(b) New
Warrant. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or
its agent or attorney. Subject to compliance with Section 9(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice.


 


(c) Warrant
Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose, in the name of the
record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof
for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 


10. Successors
and Assigns. The terms and provisions of this Warrant shall inure to the benefit of, and be binding upon, the Company and the
Holders hereof and their respective successors and assigns.


 


11. Amendments
and Waivers. Any term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally
or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the Holder.


 


12. Notices.
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be notified; (b) when sent by confirmed electronic mail, telex or facsimile if sent during normal business hours of the recipient,
if not, then on the next business day; (c) five (5) days after having been sent by registered or certified mail, return receipt requested,
postage prepaid; or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written
verification of receipt. All communications shall be sent to the Company at 150 Union Square Drive, New Hope, PA 18938 and to the Holder
at the address set forth on the books and records of the Company, as applicable, or at such other address as the Company or the Holder
may designate by written notice to the other parties hereto.


 


13. Attorneys’
Fees. If any action of law or equity is necessary to enforce or interpret the terms of this Warrant, the prevailing party shall
be entitled to its reasonable attorneys’ fees, costs and disbursements in addition to any other relief to which it may be entitled.


 


14. Captions.
The section and subsection headings of this Warrant are inserted for convenience only and shall not constitute a part of this Warrant
in construing or interpreting any provision hereof.


 


15. Governing
Law. This Warrant and all actions arising out of or in connection with this Warrant shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to the conflicts of law provisions of the State of Delaware or of any other state.


 


16. Mutilated
or Missing Warrant Certificate. If this Warrant is mutilated, lost, stolen or destroyed, upon request by the Holder, the Company
will issue, in exchange for and upon cancellation of the mutilated Warrant, or in substitution for the lost, stolen or destroyed Warrant,
a new Warrant, in substantially the form of this Warrant, representing the right to acquire the equivalent number of Shares on the same
terms; provided, that, as a prerequisite to the issuance of a substitute Warrant, the Company may require satisfactory evidence of loss,
theft or destruction as well as an indemnity from the Holder of a lost, stolen or destroyed Warrant.


 


[remainder of page intentionally left blank]


 






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IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by an officer thereunto duly authorized.


 


	 	ORCHESTRA BIOMED, INC.
	 	 
	 	By:	      
	 	Name:	 
	 	Title:	 



 


[Signature page to Warrant]


 






     


     


    

 


NOTICE OF EXERCISE


 


To: Orchestra BioMed, Inc.

150 Union Square Drive,

New Hope, PA 18938

Attention: Treasurer


 


(1) The
undersigned hereby elects to purchase ________ Shares pursuant to the terms of the attached Warrant (only if exercised in full), and tenders
herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


(2) Payment
shall take the form of (check applicable box):


 


[    ]
in lawful money of the United States; or


 


[    ]
pursuant to the Cashless Exercise procedure set forth in Section 3.


 


(3) Please
issue a certificate or certificates representing such Shares in the name of the undersigned or in such other name as is specified below:


 


____________________________________


 


Such Shares shall be delivered by physical delivery
of a certificate to:


 


____________________________________

____________________________________

____________________________________


 


(4) The
undersigned hereby represents and warrants that the undersigned is acquiring such shares for its own account for investment purposes only,
and not for resale or with a view to distribution of such shares or any part thereof.


 





	 	WARRANT HOLDER:
	 	 
	 	 
	 	 
	 	By:	      
	 	Name:	 
	 	Title:	 


 


Date: ________________


 






     


     


    

 


ASSIGNMENT FORM


 


(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)


 


FOR VALUE RECEIVED, the foregoing
Warrant and all rights evidenced thereby are hereby assigned to


 


__________________________________________________
whose address is


 


_______________________________________________________________________


 


Dated: ____________________, ___


 


	 	Holder’s Signature:		 
	 	 	 	 
	 	Holder’s Address:		 
	 	 	 	 
	 		 	 



 





NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration
or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting
in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.