Vor Biopharma (VOR) Files 1-for-20 Reverse Stock Split

Vor Biopharma Inc. filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to implement a 1-for-20 reverse stock split.

Rhea-AI Filing Summary

Vor Biopharma Inc. filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to implement a 1-for-20 reverse stock split. The Charter Amendment was approved by stockholders at the Company’s Special Meeting of Stockholders on August 25, 2025 and the amendment was filed with the Delaware Secretary of State on September 17, 2025. The filing is signed by Jean-Paul Kress, Chief Executive Officer. No other corporate changes, financings, or forward-looking guidance are disclosed in the provided text.

Positive

• Share consolidation completed via a formally filed Certificate of Amendment on September 17, 2025
• Stockholder approval was obtained at the Special Meeting on August 25, 2025

Negative

• No accompanying disclosure in the provided text of any financing, change in authorized shares, or rationale for the reverse split
• No operational or financial detail is included that explains investor impact beyond the charter amendment

Insights

Corporate Action Analyst

Reverse split consolidates shares at a 1-for-20 ratio following shareholder approval.

The company implemented a 1-for-20 reverse stock split via a Certificate of Amendment filed in Delaware on September 17, 2025, after stockholder approval on August 25, 2025. This is a legal, structural change to the outstanding share count and par value terms in the charter as reflected by the amendment.

Such an action reduces the number of outstanding shares and increases the per-share equity proportionally; the filing does not disclose any accompanying recapitalization, cash transaction, new financing, or change to authorized share totals. Investors should note this is a charter-level corporate action—not an operational or earnings disclosure—based solely on the text provided.

8-K Event Classification

3 items: 3.03, 8.01, 9.01

3 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Vor Biopharma (VOR) file in this 8-K?

Vor Biopharma filed a Certificate of Amendment to effect a 1-for-20 reverse stock split, filed with Delaware on September 17, 2025.

When was the reverse split approved for VOR?

The Charter Amendment was authorized by stockholders at a Special Meeting on August 25, 2025.

Does the filing disclose any new financing or changes to authorized shares?

No. The provided text discloses only the Certificate of Amendment for a reverse split and does not mention financings or authorized share changes.

Who signed the filing for Vor Biopharma?

The filing is signed by Jean-Paul Kress, Chief Executive Officer.

How will a 1-for-20 reverse split affect VOR’s share count?

The filing indicates a 1-for-20 consolidation, which reduces outstanding share count proportionally; the text does not provide pre- or post-split share totals.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/17/2025 - 09:00 AM Learn about SEC filing dates

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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

Date of Report (Date of earliest event reported): September 17, 2025

Vor Biopharma Inc.

(Exact name of registrant as specified in its Charter)

Delaware		001-39979		81-1591163
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

500 Boylston Street
Suite 1350
Boston, Massachusetts		02116
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 655-6580

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		VOR		Nasdaq Global Select Market

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 3.03 Material Modification to Rights of Security Holders.

On September 17, 2025, Vor Biopharma Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split at a ratio of 1-for-20 (the “Charter Amendment”). The Charter Amendment was authorized by the stockholders of the Company at the Company’s Special Meeting of Stockholders held on August 25, 2025.

Pursuant to the Charter Amendment, effective at 5:00 p.m. Eastern Time on September 18, 2025 (the “Effective Time”), every 20 shares of the Company’s issued and outstanding common stock will be automatically converted into one issued and outstanding share of common stock, without any change in the par value per share. As a result of the reverse stock split, proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise or vesting of all stock options and warrants outstanding at the Effective Time, which will result in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise of such stock options and warrants, and a proportional increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s 2015 Stock Incentive Plan, Amended and Restated 2021 Equity Incentive Plan, 2021 Employee Stock Purchase Plan and 2023 Inducement Plan immediately prior to the Effective Time will be reduced proportionately.

No fractional shares will be issued as a result of the reverse stock split. Stockholders of record who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof. The reverse stock split will affect all stockholders proportionately and will not affect any stockholder’s percentage ownership of the Company’s common stock (except to the extent that the reverse stock split results in any stockholder owning only a fractional share).

The Company’s common stock will begin trading on The Nasdaq Global Select Market on a split-adjusted basis when the market opens on September 19, 2025. The new CUSIP number for the Company’s common stock following the reverse stock split will be 929033207.

As of September 16, 2025, there were 136,822,693 shares of common stock outstanding. Immediately following the reverse stock split, there will be approximately 6,841,134 shares of common stock outstanding (subject to adjustment due to the effect of cashing out fractional shares as described above).

A copy of the Charter Amendment is filed with this report as Exhibit 3.1.

Item 8.01 Other Events.

The information contained in Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference.

The Company has registration statements on Form S-3 (File No. 333-268798, 333-284380 and 333-285969) and registration statements on Form S-8 (File No. 333-252908, 333-263540, 333-270789, 333-274275, 333-278117 and 333-285971) on file with the Securities and Exchange Commission (the “Commission”). Commission regulations permit the Company to incorporate by reference future filings made with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offerings covered by registration statements filed on Form S-3 or Form S-8. The information incorporated by reference is considered to be part of the prospectus included within each of those registration statements. Information in this Item 8.01 of this Current Report on Form 8-K is therefore intended to be automatically incorporated by reference into each of the active registration statements listed above, thereby amending them. Pursuant to Rule 416(b) under the Securities Act, the amount of undistributed shares of Common Stock deemed to be covered by the effective registration statements of the Company described above are proportionately reduced as of the Effective Time to give effect to the Reverse Stock Split.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit  No.		Description
3.1		Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Vor Biopharma Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Date: September 17, 2025				Vor Biopharma Inc.
				By:		/s/ Jean-Paul Kress
				Name:		Jean-Paul Kress
				Title:		Chief Executive Officer