[144] SLM Corporation SEC Filing

Rhea-AI Filing Summary

Vor Biopharma’s preliminary proxy outlines three critical proposals that require shareholder approval at a 2025 special meeting held virtually.

• Issuance Proposal: Ratifies up to 1.02 B common shares underlying low-priced ($0.0001) warrants sold in June 2025 (700 M pre-funded; 320 M to RemeGen). Gross exercise proceeds would be only $102 K, but the private placement already generated $175 M cash for operations; exercise is blocked until shareholders approve under Nasdaq Rule 5635(d).
• Reverse Stock Split: Authorises the board to combine shares within a 1-for-5 to 1-for-30 range any time within a year. Goals: preserve Nasdaq listing after repeated <$1 price notices, create sufficient authorised shares for warrant exercises, and enhance marketability.
• Equity Plan Amendment: Adds 25 M shares to the 2021 Equity Incentive Plan, extends the evergreen through 2035 at 4% (down from 5%) of outstanding shares annually, and lifts the ISO limit to 138.0 M shares.

Support agreements covering an undisclosed but “approximate” majority of voting power commit those holders to vote FOR Proposals 1 & 2. Failure to pass Proposal 1 forces costly repeat meetings; failure to pass Proposal 2 risks Nasdaq delisting and limits share availability. All proposals require a simple majority of votes cast; broker non-votes are not counted.

Positive

• $175 million in private-placement proceeds already received, bolstering liquidity without immediate share issuance.
• Reverse-split flexibility helps maintain Nasdaq listing, protecting trading liquidity and institutional ownership eligibility.
• Evergreen rate in equity plan reduced to 4%, marginally mitigating future dilution.

Negative

• Exercise of warrants will add 1.02 billion new shares at $0.0001, creating substantial dilution.
• Reverse split signals persistent sub-$1 share-price pressure and could reduce liquidity.
• Equity plan seeks 25 million additional shares despite already large potential dilution.
• Effective increase in authorised shares may have anti-takeover implications.

Insights

Equity Capital Markets Analyst

TL;DR: Vor seeks shareholder sign-off on 1.02 B dilutive warrants, reverse split authority, and a 25 M-share option pool boost to secure capital and listing.

The warrant financing already delivered $175 M cash, strengthening liquidity, but the miniscule $0.0001 exercise price means massive dilution once authorised. Reverse-split flexibility (up to 1:30) is a typical defence against sub-$1 Nasdaq risk yet signals ongoing share-price weakness. Increasing authorised shares via split, rather than outright charter amendment, is faster but heightens anti-takeover concerns. The equity plan expansion—34 M available post-meeting—aligns with biotech norms, though investors may question compensation governance given current market cap. Overall impact is mixed: near-term cash secured; long-term dilution and execution risk remain.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Merrill Lynch 1800 K ST NW Suite 800 Washington DC 20006	7200	232601.00	208481380	07/29/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	06/17/2025	Stock Plan Activity	Issuer			7199	06/17/2025	n/a
Common	06/18/2020	Stock Plan Activity	Issuer			1	06/18/2020	n/a

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Robert S Strong 300 Continental Drive Newark DE 19713	Common	05/02/2025	3000	93371.00

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

Why does Vor Biopharma (VOR) need shareholder approval for the warrant shares?

Nasdaq Rule 5635(d) requires approval when a private placement could issue >20% of outstanding shares below the minimum price. The warrants cover 1.02 B shares.

What reverse stock-split ratios are being considered by VOR?

The board may implement any ratio between 1-for-5 and 1-for-30 before the first anniversary of the meeting.

How will the reverse split affect existing VOR shareholders?

Share counts will shrink proportionally; voting power remains the same. No fractional shares will be issued—cash will be paid instead.

How many additional shares are added to the 2021 Equity Incentive Plan?

The amendment adds 25 million shares and resets the annual evergreen to 4% of outstanding shares through 2035.

What happens if the Issuance Proposal fails?

Warrants cannot be exercised and VOR must hold special meetings every 90 days until approval, incurring extra costs.

Will the reverse split automatically happen if approved?

No. The board retains discretion to choose the ratio or abandon the split any time within one year after shareholder approval.