Vor Biopharma Inc. SEC Filings

Reprogrammed Interchange LLC, an entity associated with Reid Hoffman, reported sales of common stock of Vor Biopharma Inc. (VOR) on August 25-26, 2025. The filing shows 387,346 shares sold on 08/25/2025 at a weighted average price of $2.1163, and 284,190 shares sold on 08/26/2025 at a weighted average price of $2.0808. Following the 08/25 sale the filing reports 38,586,755 shares beneficially owned by Reprogrammed and after the 08/26 sale 38,302,565 shares were reported.

The filer states the shares are held by Reprogrammed Interchange LLC and that Reid Hoffman may be deemed a beneficial owner by virtue of shared control and indirect pecuniary interest, while disclaiming beneficial ownership except to the extent of his pecuniary interest. The transactions were signed on 08/27/2025 by Frank Huang, Manager of Reprogrammed Interchange LLC, and Reid Hoffman.

Vor Biopharma's prospectus supplement describes an "at the market" offering through Stifel under which the company may sell up to $119,699,305 of additional common stock, in addition to 1,275,758 shares already sold for gross proceeds of approximately $5,300,695. The supplement discloses a license from RemeGen for telitacicept outside Greater China; telitacicept is approved in China for systemic lupus erythematosus, rheumatoid arthritis and generalized myasthenia gravis and a global Phase 3 trial in gMG is underway. Net proceeds are planned for working capital, capital expenditures and general corporate purposes, with possible acquisitions though none are currently planned. The filing incorporates the 2024 Form 10-K whose auditor's report contains an explanatory paragraph raising substantial doubt about Vor's ability to continue as a going concern. The supplement also describes S-3 registration rights for certain holders and smaller reporting company thresholds and exemptions.

Vor Biopharma reported a dramatic net loss of $1.606 billion for the six months ended June 30, 2025, driven primarily by a $1.299 billion non-cash increase in the fair value of newly issued warrant liabilities. The company held $200.6 million of cash, cash equivalents and marketable securities at June 30, 2025, and raised $174.4 million of net proceeds from a June 2025 private placement of PIPE warrants, which management says alleviated prior substantial doubt about near-term liquidity.

The company in-licensed telitacicept from RemeGen, paying a $45.0 million upfront cash fee and issuing RemeGen warrants initially valued at $177.4 million, and recorded a $222.6 million research and development charge as part of that acquisition. Vor also implemented a Restructuring Plan in May 2025, reducing headcount by 154 employees (about 99%) and recording $30.7 million of restructuring costs, leaving a remaining severance liability of $11.5 million at June 30, 2025. Total assets were $205.4 million and stockholders' deficit was $(1,505.7) million at period end.

Vor Biopharma Inc. (VOR) Form 144 disclosure shows a proposed sale of 18,382 common shares through Morgan Stanley Smith Barney LLC with an aggregate market value of $36,407.39 and an approximate sale date of 08/11/2025 on NASDAQ. The filing records that these shares were acquired as restricted stock on 08/01/2025 (12,696 shares) and 08/06/2025 (5,686 shares).

The notice also lists multiple sales by Robert Ang in June–July 2025 totaling 1,134,988 shares with gross proceeds of about $2,544,405.10. Several issuer and filer identification fields (including issuer name and filer CIK) are left blank in the form.

Vor Biopharma’s August 25 2025 virtual special meeting asks holders to approve three material proposals:

• Issuance Proposal – authorize the full issuance of up to 1.02 billion common shares upon exercise of pre-funded and RemeGen warrants sold on 25 Jun 2025 for $175 million gross; warrants carry a $0.0001 exercise price and cannot be exercised until shareholder approval and an increase in authorized share count are effective.
• Reverse Stock Split – empower the Board to enact, any time within one year, a one-for-5 to one-for-30 split to lift the per-share price and expand unissued, unreserved shares, thereby preserving Nasdaq listing and providing headroom for the warrant shares and future corporate purposes.
• Equity Plan Amendment – add 25 million shares to the 2021 Equity Incentive Plan, reduce annual evergreen increases from 5 % to 4 % and extend the evergreen through 2035.

Support agreements covering ≈62.1 % of voting power commit to vote “FOR” all three items, virtually ensuring passage. Failure to approve the issuance would block warrant exercise and force repeat meetings every 90 days, consuming cash and delaying access to $175 million. Non-approval of the split could risk future Nasdaq bid-price compliance and limit share availability. Each proposal requires a simple majority of votes cast; broker non-votes and abstentions are not counted.

Vor Biopharma Inc. (VOR) filed a Form 144 indicating an intention to sell restricted shares under Rule 144.

• Securities for sale: 29,432 common shares.
• Proposed broker: Morgan Stanley Smith Barney LLC, 1 New York Plaza, NY.
• Proposed sale date: 08 / 04 / 2025 on NASDAQ.
• Aggregate market value of planned sale: $61,589.40.
• Shares outstanding: 124,959,520; proposed sale equals roughly 0.02 % of total.
• Acquisition details: Shares obtained on 08 / 04 / 2025 via exercise for cash.

No prior sales in the last three months were reported, and the filer certifies no undisclosed material adverse information. The filing is routine, signals limited insider liquidity, and does not materially alter VOR’s capital structure.