| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
The Board of Directors (the “Board”) of Vor Biopharma Inc. (the “Company”) approved an amendment and restatement of the Vor Biopharma Inc. 2021 Equity Incentive Plan to, among other things, (i) increase the number of shares of Common Stock reserved for issuance thereunder by 25,000,000 shares and (ii) decrease the number of shares that will automatically be added to the share reserve thereunder on January 1 of each calendar year from five percent (5%) to four percent (4%) of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year through and including calendar year 2035 (the “Amended and Restated Plan”), and submitted the Amended and Restated Plan for stockholder approval at the special meeting of stockholders of the Company on August 25, 2025 (the “Special Meeting”). The Company’s stockholders approved the Amended and Restated Plan at the Special Meeting.
The description of the terms of the Amended and Restated Plan contained herein and in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 8, 2025 (the “Proxy Statement”) is qualified in its entirety by the text of the Amended and Restated Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
At the Special Meeting, the Company’s stockholders voted on the three proposals set forth below. There were 83,943,397 shares of Common Stock represented at the Special Meeting by valid proxies or voted at the Special Meeting, which was approximately 66.28% of the shares of Common Stock entitled to vote at the Special Meeting. A more detailed description of each proposal is set forth in the Proxy Statement.
Proposal 1 – Common Stock Issuance (Common Stock Underlying Outstanding Warrants)
The stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of Common Stock issuable by the Company upon exercise of the outstanding Warrants (as defined in the Proxy Statement) by the following votes:
|
|
|
|
|
| Votes For |
|
Votes Against |
|
Abstentions |
| 83,538,782 |
|
374,905 |
|
29,710 |
Proposal 2 – Reverse Stock Split
The stockholders approved a series of alternate amendments to the Company’s Certificate of Incorporation, as amended, to effect, at the option of the Board of Directors, a reverse stock split of the Common Stock into a lesser number of outstanding shares at a ratio in the range of 1-for-5 to 1-for-30, inclusive, with such ratio to be determined by the Board of Directors in its sole discretion by the following votes:
|
|
|
|
|
| Votes For |
|
Votes Against |
|
Abstentions |
| 83,464,541 |
|
442,765 |
|
36,091 |
The reverse stock split has not yet been effected as of the date of this Current Report on Form 8-K.
Proposal 3 –Amendment and Restatement of the 2021 Equity Incentive Plan
The stockholders approved the Amended and Restated Plan by the following votes:
|
|
|
|
|
| Votes For |
|
Votes Against |
|
Abstentions |
| 81,284,977 |
|
2,274,708 |
|
383,712 |
