RA Capital exercises 2,100,000 Vor Biopharma (VOR) pre-funded warrants
Rhea-AI Filing Summary
RA Capital Management and affiliated entities report beneficial ownership of 12,937,855 shares of Vor Biopharma common stock, representing 19.9% of the class. The position includes common shares, common stock warrants, pre-funded warrants and stock options held for the benefit of RA Capital.
On July 16, 2026, the RA Capital Healthcare Fund exercised pre-funded warrants to purchase 2,100,000 shares at $0.002 per share on a cashless basis, resulting in 2,099,787 shares issued and 213 shares withheld to satisfy the exercise price. The pre-funded warrants contain a Beneficial Ownership Blocker that prevents exercises taking ownership above 19.99% of outstanding shares; the fund is currently limited to 12,937,855 shares.
The reported ownership percentage is calculated using 54,185,582 shares outstanding as of May 5, 2026, plus the 2,099,787 newly issued shares. Andrew Levin resigned from Vor Biopharma’s Board of Directors effective July 6, 2026.
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Key Figures
Beneficial ownership: 12,937,855 shares
Ownership percentage: 19.9 %
Pre-funded warrants exercised: 2,100,000 shares at $0.002 per share
+4 more
7 metrics
Beneficial ownership
12,937,855 shares
Vor Biopharma common stock beneficially owned by the RA Capital reporting persons
Ownership percentage
19.9 %
Percent of Vor Biopharma common stock class represented by the reported holdings
Pre-funded warrants exercised
2,100,000 shares at $0.002 per share
Shares underlying pre-funded warrants exercised on July 16, 2026
Net shares issued from exercise
2,099,787 shares
Vor Biopharma shares issued to the fund after cashless warrant exercise, with 213 shares withheld
Shares outstanding baseline
54,185,582 shares
Vor Biopharma common shares outstanding as of May 5, 2026 used in ownership calculation
Pre-funded warrant capacity
7,900,000 shares
Maximum Vor Biopharma shares exercisable under pre-funded warrants held by the fund
Common stock warrants
1,056,072 shares
Vor Biopharma shares issuable upon exercise of Common Stock Warrants held by the fund
Key Terms
Pre-Funded Warrants, Pre-Funded Warrant Beneficial Ownership Blocker, cashless basis, beneficial owner, +1 more
5 terms
Pre-Funded Warrants financial
"pre-funded warrants (the "Pre-Funded Warrants" and, together with the Common"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Pre-Funded Warrant Beneficial Ownership Blocker regulatory
"The Pre-Funded Warrants contain a provision (the "Pre-Funded Warrant Beneficial"
cashless basis financial
"The Fund exercised the Pre-Funded Warrants on a cashless basis, resulting in"
An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.
beneficial owner regulatory
"may be deemed a beneficial owner, for purposes of Section 13(d) of the Act"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Section 13(d) of the Act regulatory
"for purposes of Section 13(d) of the Act, of any securities of the Issuer"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What stake do RA Capital and affiliates report in Vor Biopharma (VOR)?
RA Capital and affiliated entities report beneficial ownership of 12,937,855 shares of Vor Biopharma common stock, representing 19.9% of the class. This total includes common shares, warrants and stock options that are exercisable or convertible within 60 days of the reporting date.
What warrant exercise involving Vor Biopharma (VOR) did RA Capital complete on July 16, 2026?
On July 16, 2026, the RA Capital Healthcare Fund exercised pre-funded warrants to purchase 2,100,000 shares of Vor Biopharma common stock at $0.002 per share. The cashless exercise led to 2,099,787 shares issued and 213 shares withheld to cover the aggregate exercise price.
How does the Pre-Funded Warrant Beneficial Ownership Blocker affect RA Capital’s VOR holdings?
The Pre-Funded Warrant Beneficial Ownership Blocker prevents the fund from exercising pre-funded warrants if doing so would push ownership above 19.99% of Vor Biopharma’s common stock. As a result, the fund is currently capped at beneficial ownership of 12,937,855 shares.
Which RA Capital representative resigned from Vor Biopharma (VOR)’s board and when?
Andrew Levin, affiliated with RA Capital, resigned from Vor Biopharma’s Board of Directors effective July 6, 2026. His departure is included in the updated purpose-of-transaction disclosure by the RA Capital reporting group.