Vor Biopharma Inc. SEC Filings

Vor Biopharma Inc. has a group of reporting persons led by Venrock-related entities and two individuals that together beneficially own 760,699 shares of the company's common stock, representing a reported ownership position capped at 9.99% due to a pre-funded warrant provision. The filing discloses the composition of the holdings across multiple Venrock vehicles: VHCP III, VHCP Co-Investment III and VHCP EG, and explains that certain pre-funded warrants include a Beneficial Ownership Blocker that prevents exercise beyond the 9.99% threshold.

The percentage calculation references 6,853,907 shares outstanding as of September 18, 2025, plus subsequent issuances and exercisable amounts used to determine the 9.99% figure; EDGAR field limits caused cover-page percentages to be shown as 9.9%. The reporting group lists shared voting and dispositive power of 760,699 shares and provides powers of attorney and a joint filing agreement as exhibits.

Vor Biopharma Inc. filed an S-8 registration to register an additional 8,761,334 shares of common stock for its employee benefit plans. The filing incorporates by reference prior S-8 filings and periodic reports including the annual report for the fiscal year ended December 31, 2024 and 10-Qs for March 31, 2025 and June 30, 2025. A schedule of exhibits lists charter and bylaw amendments, equity plans, legal opinion and auditor consents.

Vor Biopharma, Inc. files an S-3 shelf registration describing a license and commercialization arrangement, beneficial ownership and selling stockholder information, and an exhibit and incorporation-by-reference schedule. The company granted RemeGen an exclusive, perpetual and irrevocable license to exploit and manufacture Licensed Products in Greater China and received outside-territory know-how and a non-exclusive worldwide manufacturing license for use outside Greater China. Vor remains responsible for development, regulatory and commercialization activities and costs in the licensed territory and a joint steering committee will oversee the collaboration. The prospectus discloses multiple selling stockholders with specific share amounts being offered (examples include 16,000,000; 11,988,657 with 10,000,000 offered resulting in 29.0% post-offering for one holder) and footnotes describing voting and investment arrangements for RA Capital, VHCP entities, Qiming and NEXTBio-related parties. The filing lists exhibits including amended charter documents, bylaws, forms of securities agreements and legal and auditor consents.

ForGrowth III PA B.V., Forbion Growth Opportunities Fund III Cooperatief U.A. and Forbion Growth III Management B.V. report beneficial ownership related to pre-funded warrants to purchase 7,000,000 shares of Vor Biopharma Inc. common stock. The Warrants were acquired June 27, 2025 and became exercisable on September 18, 2025 upon satisfaction of certain conditions. The exercise price is $0.002 per share. Exercisability is subject to a 9.99% beneficial ownership limitation, and the percentage reported (9.99%) gives effect to that cap. Each Reporting Person reports shared voting and dispositive power over 7,000,000 shares and disclaims that this filing constitutes admission of group status. All Reporting Persons are organized in the Netherlands and list Forbion Capital Partners as their principal business address.

Vor Biopharma insiders report issuance and vesting of pre-funded warrants convertible into common stock. Reporting persons led by RA Capital entities and individuals Peter Kolchinsky and Rajeev Shah disclosed 10,000,000 pre-funded warrants that became exercisable on September 18, 2025; the warrants were originally acquired June 27, 2025 but were not exercisable until stockholder approval satisfied an exercisability condition. Each pre-funded warrant is exercisable for one share of common stock at a stated exercise price of $0.002, the warrants have no expiration date, and exercises are limited so aggregate ownership does not exceed 9.99% of outstanding common stock. Ms. Sarah Reed, General Counsel of the Adviser, serves on Vor's board.

RA Capital and affiliates report a 29.0% beneficial stake in Vor Biopharma (VOR) after a 1-for-20 reverse stock split. The reporting group’s position comprises 1,988,657 beneficially owned shares, including 1,891,035 shares held directly by RA Capital Healthcare Fund, warrants and a small number of optioned shares held for the adviser’s benefit. The filing notes that certain Pre-Funded Warrants and Common Stock Warrants are subject to Beneficial Ownership Blockers that prevent exercise above 9.99% ownership. Governance changes disclosed include the resignation of director Joshua Resnick and the appointment of Sarah Reed to the board.

Vor Biopharma Inc. (VOR) insiders reported a sale of common stock on 09/16/2025. Reprogrammed Interchange LLC executed multiple trades selling 447,278 shares at a weighted average price of $1.5401, with trade prices ranging from $1.52 to $1.58. After the reported sale, the amount of shares beneficially owned by Reprogrammed is 32,781,209 shares and the ownership is listed as direct. Reid Hoffman is separately reported as a director and may be deemed a beneficial owner of the shares held by Reprogrammed due to shared control and indirect pecuniary interest, though he disclaims beneficial ownership except to the extent of his pecuniary interest. The Form 4 was signed on 09/18/2025 by Reid Hoffman and Frank Huang, Manager of Reprogrammed Interchange LLC.

Reprogrammed Interchange LLC and Reid Hoffman reported multiple open-market sales of Vor Biopharma (VOR) common stock in September 2025. The filing discloses three non-derivative sales: 284,805 shares sold on 09/11/2025 at a weighted average price of $1.8308, 300,000 shares sold on 09/12/2025 at $1.7541, and 400,000 shares sold on 09/15/2025 at $1.6408. Following the transactions, Reprogrammed held 33,228,487 shares on a direct basis. The form clarifies the prices are weighted averages from multiple trades and states that Reid Hoffman may be deemed a beneficial owner of shares held by Reprogrammed due to shared control, but he disclaims beneficial ownership except for his pecuniary interest.