Vor Bio Announces $150 Million Private Placement

Rhea-AI Summary

Vor Bio (Nasdaq: VOR) entered a securities purchase agreement to sell 13,876,032 shares of common stock at $10.81 per share, expecting gross proceeds of approximately $150 million before expenses. The private placement is expected to close on or about December 18, 2025, subject to customary conditions, and no placement agent was engaged.

Investors include RA Capital, Forbion, Frazier Life Sciences, Caligan Partners, Logos Capital, and Venrock Healthcare Capital Partners; Forbion receives the right to appoint one director. Vor Bio plans to use net proceeds to advance development of telitacicept, including a global Phase 3 trial for myasthenia gravis and initiation of a global Phase 3 trial in primary Sjögren's disease, plus working capital. Registration rights will be filed with the SEC for resale of the placement shares.

Positive

• $150M gross proceeds expected from private placement
• Funds designated to advance global Phase 3 telitacicept programs
• Registration rights agreed to enable resale filing with the SEC

Negative

• 13.876M shares issued in placement will dilute existing shareholders
• Forbion granted right to appoint one director, altering board composition
• Closing is subject to customary conditions and not guaranteed by Dec 18, 2025

Key Figures

Private placement gross proceeds $150 million Announced Dec 15, 2025 private placement (before expenses)

Shares to be issued 13,876,032 shares Common stock in Dec 15, 2025 private placement

Placement price $10.81 per share Price to institutional and accredited investors

Expected closing date December 18, 2025 Target close for private placement, subject to conditions

Phase 3 trial status Ongoing global Phase 3 Telitacicept in myasthenia gravis

Planned Phase 3 trial Global Phase 3 Telitacicept in primary Sjögren’s disease

Pre‑news share price $12.51 Last close before Dec 15, 2025 announcement

52‑week range $2.622–$65.80 52‑week low and high before the news

Market Reality Check

$12.51 Last Close

Volume Pre‑news volume 3,378,467 vs 20‑day avg 3,069,093 (volume_relative 1.1x), indicating only modestly elevated activity. normal

Technical Shares traded at $12.51, below the 200‑day MA of $22.66 and 80.99% under the 52‑week high.

Peers on Argus 1 Up

Among high‑affinity biotech peers, moves were mixed: TLSA up 4.09%, while SLN, PRQR, ALLO and CADL were down between 1.27% and 3.21%, pointing to stock‑specific rather than sector‑wide drivers for VOR.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 13	Earnings & update	Positive	-3.1%	Strong telitacicept Phase 3 data alongside large warrant‑driven accounting loss.
Nov 10	Equity offering priced	Negative	+0.5%	$100M common stock offering at $10.00 per share under existing shelf.
Nov 10	Offering launched	Negative	+0.5%	Proposed $100M follow‑on offering with optional $15M upsizing via underwriters.
Nov 07	Conference participation	Neutral	-1.4%	Planned presentations at TD Cowen and Evercore healthcare investor conferences.
Nov 03	New CMO hired	Positive	-7.0%	Appointment of experienced autoimmune CMO to lead telitacicept development.

Pattern Detected

Recent VOR news—including financings, earnings, and leadership updates—has often seen price moves that diverged from the intuitive sentiment of the announcements.

Recent Company History

Over the last few months, Vor Bio has combined strategic financing with a pivot toward telitacicept in autoimmune disease. In Nov 2025, it announced a $100M underwritten offering and then reported Q3 results showing positive Phase 3 efficacy across several indications but a large warrant‑driven net loss and $2.402B in liabilities. Earlier, it reshaped leadership with a new CMO and increased conference visibility. Today’s private placement continues this capital‑raising trend to fund Phase 3 programs.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-11-10

$102,000 registered capacity

An active S‑3/A shelf (filed 2025-11-10) registers up to 50,999,999 resale shares tied to RemeGen and PIPE warrants. Vor Bio itself only receives cash upon warrant exercise at $0.002 per share, totaling approximately $102,000 if fully exercised; resale proceeds go to existing holders, not the company.

Market Pulse Summary

This announcement details a $150M private placement of 13,876,032 shares at $10.81 per share, aimed at funding telitacicept’s late‑stage development, including global Phase 3 trials in myasthenia gravis and primary Sjögren’s disease. It follows sizable 2024–2025 PIPE and public offerings and sits atop an existing resale shelf. Investors may focus on total share issuance, future registration of these securities, and progress of the Phase 3 programs funded by this capital.

Key Terms

private placement financial

"investors in a private placement. Vor Bio anticipates the gross proceeds..."

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

securities purchase agreement financial

"announced today that it has entered into a securities purchase agreement to sell..."

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

accredited investors financial

"institutional and accredited healthcare specialist investors in a private placement."

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

Phase 3 clinical trial medical

"including the ongoing global Phase 3 clinical trial for myasthenia gravis..."

A phase 3 clinical trial is a large-scale study that tests a new medical treatment or drug to determine if it is safe and effective for widespread use. It often involves hundreds or thousands of participants and compares the new treatment to existing options or a placebo. For investors, the results of this phase are crucial, as successful outcomes can lead to regulatory approval and commercial success, while failures may halt development.

registration statement regulatory

"Vor Bio has agreed to file a registration statement with the Securities and Exchange Commission..."

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. Not financial advice.

BOSTON, Dec. 15, 2025 (GLOBE NEWSWIRE) -- Vor Bio (Nasdaq: VOR), a clinical-stage biotechnology company transforming the treatment of autoimmune diseases, announced today that it has entered into a securities purchase agreement to sell 13,876,032 shares of its common stock at a price of $10.81 per share to a select group of institutional and accredited healthcare specialist investors in a private placement. Vor Bio anticipates the gross proceeds from the private placement to be approximately $150 million, before deducting any offering-related expenses. Vor Bio did not engage a placement agent in connection with the private placement. The private placement is expected to close on or about December 18, 2025, subject to the satisfaction of customary closing conditions.

The financing includes participation from new and existing institutional investors, including RA Capital Management, Forbion, Frazier Life Sciences, Caligan Partners, Logos Capital, and Venrock Healthcare Capital Partners. In addition, as part of the private placement, Forbion is being granted the right to appoint one director to Vor Bio’s board of directors.

Vor Bio intends to use the net proceeds from the private placement to advance the clinical development of telitacicept, including the ongoing global Phase 3 clinical trial for myasthenia gravis and initiation of a global Phase 3 clinical trial in primary Sjögren's disease, and for working capital and general corporate purposes.

The offer and sale of the securities to be sold in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable jurisdiction’s securities laws, and such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws. Concurrently with entering into the securities purchase agreement, Vor Bio and the investors entered into a registration rights agreement pursuant to which Vor Bio has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares of common stock issued in the private placement.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About Vor Bio

Vor Bio is a clinical-stage biotechnology company transforming the treatment of autoimmune diseases. The Company is focused on rapidly advancing telitacicept, a novel dual-target fusion protein, through Phase 3 clinical development and potential commercialization to address serious autoantibody-driven conditions worldwide. For more information visit www.vorbio.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “aim,” “anticipate,” “can,” “continue,” “could,” “design,” “enable,” “expect,” “initiate,” “intend,” “may,” “on-track,” “ongoing,” “plan,” “potential,” “should,” “target,” “update,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements in this press release include Vor Bio’s statements regarding the private placement, including expected proceeds, expected use of proceeds and expected closing of the private placement; and other statements that are not historical fact.

Vor Bio may not actually achieve the plans, intentions, or expectations disclosed in these forward-looking statements, and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements as a result of various factors, including market conditions and failure of customary closing conditions. These and other risks are described in greater detail under the caption “Risk Factors” included in Vor Bio’s most recent annual or quarterly report and in other reports it has filed or may file with the Securities and Exchange Commission. The results of the clinical trial described in this press release is based on information reported by RemeGen; Vor Bio has not independently verified this data.

Any forward-looking statements contained in this press release speak only as of the date hereof, and Vor Bio expressly disclaims any obligation to update any forward-looking statements, whether because of new information, future events or otherwise, except as may be required by law.

Media & Investor Contacts:
Carl Mauch
cmauch@vorbio.com

Sarah Spencer
investors@vorbio.com

FAQ

How many shares is Vor Bio (VOR) selling in the December 2025 private placement?

Vor Bio is selling 13,876,032 shares of common stock in the private placement.

What price per share and total proceeds does the Vor Bio (VOR) private placement involve?

Shares are priced at $10.81 per share for expected gross proceeds of about $150 million before expenses.

When is Vor Bio (VOR) expecting to close the private placement?

The company expects the private placement to close on or about December 18, 2025, subject to customary closing conditions.

Which investors participated in Vor Bio's (VOR) $150M private placement?

Participants include RA Capital, Forbion, Frazier Life Sciences, Caligan Partners, Logos Capital, and Venrock Healthcare Capital Partners.

How will Vor Bio (VOR) use the net proceeds from the December 2025 financing?

Net proceeds will fund development of telitacicept, including the ongoing global Phase 3 myasthenia gravis trial and initiation of a global Phase 3 trial in primary Sjögren's disease, plus working capital.

Does the Vor Bio (VOR) financing include any governance changes?

Yes, as part of the private placement Forbion is granted the right to appoint one director to Vor Bio’s board.