Vor Biopharma expands RemeGen license for about $56M
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Rhea-AI Filing Summary
Vor Biopharma Inc. amended its license with RemeGen to add RC298, receiving exclusive rights to develop and commercialize the licensed products outside Greater China. RemeGen received an exclusive, perpetual and irrevocable license under Vor’s intellectual property for Greater China. Vor is responsible for development, regulatory and commercialization activities and costs in its territory.
For the additional products, Vor will pay $10 million cash and issue a pre-funded warrant to purchase 2.3 million common shares at $0.0001 per share. Vor described aggregate upfront consideration of approximately $56 million, including an approximate $46 million warrant value based on its November 11, 2026 closing share price. RemeGen may receive up to $300 million in development and commercial milestones for additional products, up to $330 million in regulatory milestones for initial licensed products, and up to $3.775 billion in sales milestones across all licensed products.
RC298 is in IND-enabling development, with an IND submission in China anticipated in the first half of 2027. RemeGen will lead preclinical and Phase 1 development in China; after Phase 1, Vor will assume subsequent development, regulatory activities and commercialization outside Greater China. Vor reaffirmed cash runway into early 2029.
Filing Explained
If exercised, the warrant could add 2.3 million shares and dilute existing holders, subject to a 9.99% beneficial-ownership limit.
The purchase agreement closed on
RemeGen may exercise the warrant cashlessly, subject to a
Vor must file a registration statement for resale of the warrant shares within 30 days and use reasonable best efforts to obtain effectiveness within 75 days after filing, subject to extensions; these are resale-registration deadlines, not an issuance of shares.
8-K Event Classification
Key Figures
Key Terms
pre-funded warrant financial
cashless exercise financial
beneficial ownership limitation financial
IND-enabling development regulatory
tiered royalties financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is the upfront consideration for VOR’s expanded RemeGen license?
What milestone payments could RemeGen receive under VOR’s agreement?
When is VOR’s RC298 IND submission in China anticipated?
What ownership limit applies to VOR’s pre-funded warrant?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
Amended and Restated License Agreement
On June 25, 2025, Vor Biopharma Inc. (the “Company”) entered into a license agreement (the “Original License Agreement”) with RemeGen Co., Ltd. (“RemeGen”), granting the Company exclusive rights to develop and commercialize RemeGen’s proprietary fusion protein product, telitacicept, and related products (the “Initial Licensed Products”) outside of the People’s Republic of China (“PRC”), Hong Kong, Macau and Taiwan (“Greater China”). On November 11, 2026, the Company and RemeGen entered into an amended and restated license agreement (the “Amended and Restated License Agreement”) that amends and restates the Original License Agreement to add RemeGen’s proprietary novel dual-target fusion protein product internally known as RC298 and certain related compounds (the “Additional Licensed Products” and, together with the Initial Licensed Products, the “Licensed Products”). The Company received an exclusive (even as to RemeGen) license under RemeGen’s patents and know-how to exploit, develop and commercialize the Licensed Products in all territories other than Greater China, with the right to grant sublicenses. The Company also received a non-exclusive license to manufacture the Licensed Products worldwide solely for use in the licensed territory. In exchange, RemeGen received an exclusive, perpetual and irrevocable license under Company intellectual property to exploit and manufacture the Licensed Products in Greater China, as well as a non-exclusive, fully paid-up license to manufacture the Licensed Products worldwide for use in Greater China. The Company is responsible for all development, regulatory and commercialization activities and costs in the licensed territory, including the conduct of clinical trials and regulatory submissions.
As consideration for the rights granted for the Additional Products, the Company will (i) pay RemeGen an upfront cash payment of $10 million and (ii) pursuant to a securities purchase agreement (the "Purchase Agreement"), issue to RemeGen a pre-funded warrant (the “Warrant”) to purchase 2,300,000 shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at an exercise price of $0.0001 per share. The holder may elect cashless exercise, and if a registration statement registering the issuance of Warrant Shares is not effective at the time of exercise, the Warrant may be exercised only on a cashless basis. Exercise of the Warrant is subject to a 9.99% beneficial ownership limitation, with a permitted increase to a percentage not exceeding 19.99% effective after 61 days’ notice.
RemeGen is eligible to receive up to $330 million in regulatory milestone payments for the Initial Licensed Products, up to $300 million in development and commercial milestone payments for the Additional Licensed Products, and up to $3.775 billion in sales milestone payments for all Licensed Products. In addition, RemeGen is entitled to receive tiered royalties on net sales of the Licensed Products in the licensed territory, ranging from high single digit to mid-teen percentages of net sales, subject to customary reductions. If the Company enters into a sublicense or divests rights to the Licensed Products prior to a specified development event and other than in connection with a change of control, RemeGen is entitled to receive a single digit percentage of certain net proceeds from such transaction. The Amended and Restated License Agreement also provides for technology transfer, mutual indemnification and confidentiality.
The Amended and Restated License Agreement may be terminated, in its entirety or on a region-by-region basis, by either party for material breach (subject to cure periods and dispute resolution) or insolvency of the other party, by the Company for convenience with advance notice, or by RemeGen if the Company challenges the validity of licensed patents. Upon termination, all rights and licenses in the terminated region will revert to RemeGen, with a wind-down period for the Company to cease activities.
Securities Purchase Agreement
On November 11, 2026, concurrently with the execution of the Amended and Restated License Agreement, the Company entered into the Purchase Agreement, pursuant to which the Company agreed to issue the Warrant to RemeGen as partial consideration for the rights granted by RemeGen under the Amended and Restated License Agreement. The closing of the issuance of the Warrant is contemplated to occur remotely through the exchange of documents and signatures, subject to the satisfaction or waiver of the conditions in the Purchase Agreement. The Purchase Agreement contains customary representations and warranties of the Company and RemeGen and customary conditions to closing. The closing of the Purchase Agreement occurred on November 11, 2026.
Registration Rights Agreement
In connection with the Purchase Agreement and the Warrant, the Company also entered into a Registration Rights Agreement, dated November 11, 2026 (the “Registration Rights Agreement”), with RemeGen. Pursuant to the terms of the Registration Rights Agreement, the Company is obligated to prepare and file with the SEC a registration statement on Form S-3 (the “Registration Statement”) to register for resale the shares of Common Stock underlying the Warrant within 30 days after the date of the Registration Rights Agreement, and to use its reasonable best efforts to have the registration statement declared effective as soon as possible, but no later than 75 days after the initial filing date of the Registration Statement, subject to extension under the terms of the Registration Rights Agreement. The Registration Rights Agreement provides for liquidated damages payable to RemeGen if the Company fails to meet certain filing or effectiveness deadlines, subject to specified caps. The Company will bear all registration expenses, including reasonable fees and expenses of outside counsel for RemeGen up to specified caps, while RemeGen will bear any selling expenses. The Registration Rights Agreement includes customary provisions regarding payment of fees and expenses and indemnification.
The foregoing descriptions of the Amended and Restated License Agreement, the Warrant, the Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended and Restated License Agreement, which is to be filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2026, and the Warrant, Purchase Agreement and Registration Rights Agreement, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
The representations, warranties and covenants contained in the Amended and Restated License Agreement and the Warrant, the Purchase Agreement and the Registration Rights Agreement were made solely for the benefit of the parties to those agreements and may be subject to limitations agreed upon by the contracting parties. Accordingly, those representations, warranties and covenants are incorporated herein by reference only to provide investors with information regarding the terms of the agreements and not to provide investors with any other factual information regarding the Company or RemeGen, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosures set forth in Item 1.01 above regarding the Amended and Restated License Agreement, the Warrant, the Purchase Agreement and the Registration Rights Agreement are incorporated into this Item 3.02.
Neither the Warrant nor the Warrant Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act.
RemeGen has represented that it is an institutional “accredited investor” as defined in Rule 501 under the Securities Act, that it is acquiring the Warrant solely for its own account and not for the account of others, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and that RemeGen has no present intention of selling, granting any participation in, or otherwise distributing the Warrant in violation of the Securities Act. The sale of the Warrant did not involve a public offering and was made without general solicitation or general advertising.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.
Item 7.01 Regulation FD Disclosure.
On November 12, 2026, the Company issued a press release announcing, among other things, entry into the Amended and Restated License Agreement.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2. of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act or under the Exchange Act, whether made before or after the date hereof, regardless of any incorporation language in such a filing, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
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Form of Pre-Funded Warrant to Purchase Common Stock. |
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Form of Securities Purchase Agreement, dated November 11, 2026, by and between the Company and RemeGen Co., Ltd. |
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Form of Registration Rights Agreement, dated November 11, 2026, by and between the Company and RemeGen Co., Ltd. |
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Press Release dated November 12, 2026. |
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Portions of the exhibit have been omitted as the Registrant has determined that: (i) the omitted information is not material; and (ii) the omitted information is the type that the Registrant treats as private or confidential. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Vor Biopharma Inc. |
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November 12, 2026 |
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/s/ Jean-Paul Kress |
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Jean-Paul Kress |
Exhibit 99.1
Vor Bio Expands Strategic Partnership with RemeGen, Adding Next Generation, Long-Acting RC298 to BAFF/APRIL Franchise
RemeGen’s expertise and next generation engineering expand Vor Bio’s leadership in the BAFF/APRIL field
RC298 is a next generation, long-acting dual BAFF/APRIL inhibitor designed to combine high potency and extended half-life for potentially best-in-class efficacy and dosing
RC298 is in IND-enabling development, with an initial regulatory filing anticipated in the first half of 2027 in China
Cash runway reaffirmed into early 2029
BOSTON, Mass., November 12, 2026 (GLOBE NEWSWIRE) – Vor Bio (Nasdaq: VOR), a clinical-stage biotechnology company transforming the treatment of autoimmune diseases, today announced an amendment to its existing agreement with RemeGen Co., Ltd (HKEX: 9995, SHA: 688331) to add RC298, a next-generation dual BAFF/APRIL inhibitor, to Vor Bio’s exclusive license for development and commercialization outside of Greater China.
RC298 is an engineered TACI-Fc fusion protein designed to inhibit both BAFF (B cell activating factor) and APRIL (a proliferation-inducing ligand), two key regulators of pathogenic B cell and plasma cell biology. RC298 was engineered to optimize functional potency, pharmacokinetics, and developability with a structural design intended to enable sustained dual pathway inhibition and extended dosing intervals. In preclinical studies, RC298 demonstrated potent inhibition of BAFF and APRIL compared to leading BAFF/APRIL inhibitors, as well as significantly prolonged systemic exposure, supporting its potential for a differentiated, best-in-class efficacy and dosing profile.
Building on telitacicept as the clinical foundation of Vor Bio’s BAFF/APRIL franchise with three ongoing registrational trials advancing across the myasthenia gravis spectrum and Sjögren’s disease, RC298’s differentiated long-acting profile has the potential to expand the franchise into additional autoimmune diseases and treatment settings, extending the therapeutic reach of dual BAFF/APRIL inhibition.
RC298 is currently in IND-enabling development, with an IND submission in China anticipated in the first half of 2027. RemeGen will continue to lead the preclinical and Phase 1 clinical development of RC298 in China, with both companies contributing to development efforts. Following completion of the Phase 1 clinical trial, Vor Bio will assume responsibility for subsequent clinical development, regulatory activities, and commercialization of RC298 outside of greater China.
“Over the past year, our successful execution has established Vor as a leader in the BAFF/APRIL field and RC298 meaningfully strengthens that position,” said Jean-Paul Kress, M.D., Chairman and Chief Executive Officer of Vor Bio. “Our conviction in building this franchise is reinforced by what FcRn therapies have already demonstrated across multiple large autoimmune diseases. We believe BAFF/APRIL can build on that precedent by acting both upstream on B cells and downstream on plasma cells, with the potential for deeper, broader, and more durable disease control.”
Dr. Kress continued, “Telitacicept remains our clinical foundation and near-term priority as we execute on our global Phase 3 programs in myasthenia gravis and Sjögren's disease. RC298 is the next step in our broader campaign to create opportunities with a long-acting, next generation molecule across new diseases and treatment settings. We are building on a biology we know deeply, alongside a partner with extraordinary clinical and commercial experience in the pathway. With multiple differentiated ways to target BAFF and APRIL, we believe Vor is best positioned to build the leading franchise in this category and deploy each molecule where its profile can create the greatest advantage for patients.”
“Telitacicept is the world’s first approved innovative therapy to target both BAFF and APRIL for the treatment of a range of B cell-mediated autoimmune diseases. It has been approved in China for five indications, and its global multicenter clinical trials are progressing well. The clinical evidence to date has demonstrated the potential benefits of dual BAFF/APRIL inhibition. RC298, our next generation, long-acting dual BAFF/APRIL inhibitor, has shown best-in-class potential,” said Dr. Jianmin Fang, Chief Executive Officer of RemeGen. “This transaction will broaden both companies’ global autoimmune disease portfolios and accelerate the international development of RemeGen’s innovative pipeline. With RC298, we aim to bring an innovative treatment option to patients with autoimmune diseases worldwide while strengthening RemeGen’s brand and expanding its global presence.”
Transaction Terms
Under the terms of the agreement, Vor Bio will provide RemeGen with approximately $56 million in aggregate upfront consideration, consisting of a $10 million upfront cash payment and pre-funded warrants to purchase 2.3 million shares of Vor Bio common stock with an exercise price of $0.0001 per share (representing an approximate value of $46 million based on Vor Bio’s closing share price on November 11). RemeGen will be eligible to receive up to an additional $300 million in development milestone payments, including $20 million payable upon the achievement of initial clinical development and technology transfer milestones. The existing collaboration’s sales milestone and royalty framework will continue to apply on an aggregated basis across all licensed products.
About Telitacicept
Telitacicept is a novel recombinant fusion protein designed to treat autoimmune diseases through dual inhibition of BAFF (also known as BlyS) and APRIL - two cytokines essential to B cell development and plasma cell survival. By inhibiting both pathways, telitacicept has the potential to reduce autoreactive B cells and autoantibody production, targeting key drivers of autoimmune pathology.
Telitacicept is approved in China for systemic lupus erythematosus (SLE), rheumatoid arthritis (RA), generalized myasthenia gravis (gMG), IgA nephropathy (IgAN), and Sjögren’s disease (SjD).
Vor Bio is advancing global development programs across major autoimmune indications, including a global Phase 3 trial in gMG and SjD, to support potential regulatory approvals in the United States, Europe, and Japan.
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. Vor Bio routinely posts information that may be important to investors in the “Investors” section of its website. The Company encourages investors to consult that section of its website regularly.
About RemeGen Co., Ltd.
Founded in 2008, RemeGen (9995.HK, SHA: 688331) is a leading biopharmaceutical company in China committed to providing solutions to the unmet clinical needs of patients suffering from life-threatening illnesses. RemeGen has research laboratories and offices in China and the United States. The company is committed to discovering, developing, and commercializing innovative and differentiated biologic drugs of significant clinical value in the key therapeutic areas of autoimmune, oncology, and ophthalmic diseases.
Forward-Looking Statements
This press release contains forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “design,” “expect,” “initiate,” “intend,” “may,” “on-track,” “ongoing,” “plan,” “potential,” “project,” “should,” “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 potential of RC298 as a best-in-class, long-acting dual BAFF/APRIL inhibitor, including its potential potency, efficacy, pharmacokinetics, and dosing profile; the anticipated timing of an IND filing for RC298 in China; the development plans for RC298 and the respective roles of Vor Bio and RemeGen; RC298’s potential to expand Vor Bio’s BAFF/APRIL franchise into additional autoimmune diseases and treatment settings; telitacicept’s potential as a BAFF/APRIL therapy for gMG and SjD; the potential benefits of the dual BAFF and APRIL inhibition; Vor Bio’s ability to build the leading franchise in the BAFF/APRIL category; Vor Bio’s projected cash runway; Vor Bio’s development and commercialization plans for telitacicept, including the pursuit of potential regulatory approvals in the United States, Europe, and Japan, and the conduct and timing of its registrational trials across the MG spectrum and in SjD; 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 that RC298 is in an early stage of development, that results of preclinical studies of RC298, including comparisons with other BAFF/APRIL molecules, may not be predictive of clinical results, and that RC298 may not demonstrate a differentiated or best-in-class profile in clinical trials; that the IND for RC298 may not be filed or cleared on the anticipated timeline, or at all; that Vor Bio may not realize the anticipated benefits of the amendment with RemeGen; that results from clinical trials of telitacicept and RC298 that RemeGen has conducted or will conduct solely in China, may not be predictive of results in other populations or in our ongoing or future clinical trials, and that the FDA and other regulators outside China may not accept data generated in China; that results of earlier clinical trials or analyses may not be predictive of future results; the risk of unexpected adverse events or safety findings; our reliance on RemeGen, including for clinical data, the supply of telitacicept, the preclinical and Phase 1 clinical development of RC298 and our ability to maintain our license with RemeGen; competition from other therapies, including other BAFF and/or APRIL inhibitors; that the data for our product candidates may not be sufficient
for obtaining regulatory approval to commercialize products; we may not be able to execute our business plans, including meeting our planned clinical and regulatory milestones and timelines; and possible limitations of financial and other resources. The clinical trial results and preclinical data described in this press release are based on information reported by RemeGen; Vor Bio has not independently verified these data. 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. Statements regarding Vor Bio’s cash runway do not indicate when or if Vor Bio may access the capital markets.
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