[SCHEDULE 13D/A] Vor Biopharma Inc. SEC Filing

Rhea-AI Filing Summary

Vor Biopharma Inc. (NASDAQ: VOR) – Schedule 13D/A Amendment No. 2 filed 9 July 2025

Venture investor 5AM Ventures and related entities disclosed that they reduced their collective beneficial ownership below the 5 % reporting threshold. Following open-market sales on 8 July 2025, the group now controls 4,422,863 common shares, equal to 3.5 % of VOR’s 124,959,520 shares outstanding (per the issuer’s 14 May 2025 10-Q).

Key transaction details: 5AM Ventures VI, L.P. sold 1,400,444 shares and 5AM Opportunities I, L.P. sold 538,416 shares, for a combined 1,938,860 shares at prices ranging from $2.40–$3.00 (weighted-average $2.4568). After the sales, individual holdings are:

• 5AM Ventures VI, L.P.: 3,194,645 shares (2.6 %) – shared voting/dispositive power
• 5AM Opportunities I, L.P.: 1,228,218 shares (1.0 %) – shared voting/dispositive power
• Managing members Andrew J. Schwab & Dr. Kush Parmar share control over the full 4.42 M shares

Implications: The filing confirms that the venture group is no longer classified as an “insider” under the 5 % threshold, potentially reducing governance influence. The sizable sale may create temporary supply pressure, but the funds retain a meaningful 3.5 % position, signalling continued (albeit reduced) exposure to VOR’s clinical pipeline.

Positive

• 5AM Ventures retains a 3.5 % stake, indicating continued—though diminished—confidence in VOR’s prospects
• Sales were executed at prevailing market prices ($2.40–$3.00), avoiding a discounted block placement that could have signalled distress

Negative

• 1.94 M shares sold in one day introduces potential short-term supply pressure on VOR’s share price
• The venture group fell below the 5 % threshold, signalling a reduced strategic commitment and insider influence

Insights

Securities Analyst

TL;DR: 5AM Ventures sold 1.94 M shares, cutting stake to 3.5 %; insider exit pressure outweighs continued holding.

The amendment documents a material reduction by VOR’s largest early-stage backer. Moving below 5 % ends Section 16 insider status and may loosen future sale restrictions, paving the way for additional divestiture. The <$3 sale price suggests limited appetite above recent trading levels, which could cap near-term upside. However, 5AM keeps a sizable stake, implying residual confidence in Vor’s CD33-targeted hematologic pipeline. Overall signal skews negative for sentiment and float dynamics.

Portfolio Manager

TL;DR: Venture fund exit raises float, but overhang partially cleared; neutral-to-slightly negative impact.

1.94 M shares equate to ~1.5 % of shares outstanding—large enough to influence short-term trading volumes, yet the orderly open-market execution limits discount risk. Exit below 5 % removes the requirement for future 13D filings; monitoring daily volumes is now essential. For long-term holders, reduced VC influence could lessen potential secondary supply, but the sale also removes a perceived vote of confidence. Net impact: modestly negative near term, neutral longer term pending drug-development catalysts.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

VOR BIOPHARMA INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

929033108

(CUSIP Number)

Lauren A. Daniel
c/o 5AM Venture Management, LLC, 4 Embarcadero Center, Suite 3110
San Francisco, CA, 94111
(415) 993-8570

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/08/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 929033108

1

Name of reporting person

5AM Ventures VI, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,194,645.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,194,645.00

11

Aggregate amount beneficially owned by each reporting person

3,194,645.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.6 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 929033108

1

Name of reporting person

5AM Partners VI, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,194,645.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,194,645.00

11

Aggregate amount beneficially owned by each reporting person

3,194,645.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.6 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 929033108

1

Name of reporting person

5AM Opportunities I, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,228,218.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,228,218.00

11

Aggregate amount beneficially owned by each reporting person

1,228,218.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 929033108

1

Name of reporting person

5AM Opportunities I (GP), LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,228,218.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,228,218.00

11

Aggregate amount beneficially owned by each reporting person

1,228,218.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 929033108

1

Name of reporting person

Andrew J. Schwab

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,422,863.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,422,863.00

11

Aggregate amount beneficially owned by each reporting person

4,422,863.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 929033108

1

Name of reporting person

Kush Parmar

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,422,863.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,422,863.00

11

Aggregate amount beneficially owned by each reporting person

4,422,863.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: VOR BIOPHARMA INC.
(c)	Address of Issuer's Principal Executive Offices: 100 CAMBRIDGEPARK DRIVE, SUITE 101, CAMBRIDGE, MASSACHUSETTS , 02140.
Item 1 Comment: This Amendment No. 2 (this "Amendment No. 2" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on February 19, 2021, and amended on February 14, 2024 (as amended, the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 2 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.
Item 5.	Interest in Securities of the Issuer
(a)	Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of shares of common stock and percentages of the shares of common stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon 124,959,520 shares of common stock outstanding as of May 8, 2025 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 14, 2025. The Reporting Persons' beneficial ownership of the Issuer's common stock consists of (i) 3,194,645 shares of common stock directly held by 5AM VI and (ii) 1,228,218 shares of common stock directly held by 5AM Opportunities. 5AM Partners VI is the sole general partner of 5AM VI and shares voting and dispositive power over the securities held by 5AM Partners VI. 5AM Opportunities GP is the sole general partner of 5AM Opportunities and shares voting and dispositive power over the securities held by 5AM Opportunities. Schwab and Dr. Parmar are the managing members of each of 5AM Partners VI and 5AM Opportunities GP and share voting and dispositive power over the securities held by each of 5AM VI and 5AM Opportunities.
(b)	Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.
(c)	On July 8, 2025, 5AM VI sold an aggregate of 1,400,444 shares in open market transactions at prices ranging from $2.40 to $3.00 (weighted average sales price of $2.4568 per share). On July 8, 2025, 5AM Opportunities sold an aggregate of 538,416 shares in open market transactions at prices ranging from $2.40 to $3.00 (weighted average sales price of $2.4568 per share). Except as set forth above, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by any of the Reporting Persons.
(e)	The Reporting Persons ceased to be the beneficial owners of more than five percent of the common stock on July 8, 2025.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (incorporated by reference to the Original Schedule 13D, filed on February 19, 2021).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

5AM Ventures VI, L.P.

Signature:	/s/ Andrew J. Schwab
Name/Title:	By 5AM Partners VI, LLC, its General Partner, By Andrew J. Schwab, Managing Member
Date:	07/09/2025

5AM Partners VI, LLC

Signature:	/s/ Andrew J. Schwab
Name/Title:	By Andrew J. Schwab, Managing Member
Date:	07/09/2025

5AM Opportunities I, L.P.

Signature:	/s/ Andrew J. Schwab
Name/Title:	By 5AM Opportunities I (GP), LLC, its General Partner, By Andrew J. Schwab, Managing Member
Date:	07/09/2025

5AM Opportunities I (GP), LLC

Signature:	/s/ Andrew J. Schwab
Name/Title:	By Andrew J. Schwab, Managing Member
Date:	07/09/2025

Andrew J. Schwab

Signature:	/s/ Andrew J. Schwab
Name/Title:	Andrew J. Schwab
Date:	07/09/2025

Kush Parmar

Signature:	/s/ Kush Parmar
Name/Title:	Kush Parmar
Date:	07/09/2025

FAQ

How many VOR shares did 5AM Ventures sell on 8 July 2025?

They sold 1,938,860 shares (1,400,444 by 5AM Ventures VI and 538,416 by 5AM Opportunities I).

What price range did the VOR shares trade at during the sale?

The shares were sold between $2.40 and $3.00, with a weighted-average price of $2.4568.

What is 5AM Ventures’ new ownership percentage in Vor Biopharma (VOR)?

Post-sale, the group holds 3.5 % of outstanding shares, totaling 4,422,863 common shares.

Does 5AM Ventures still have insider status at VOR?

No. By dropping below the 5 % beneficial ownership threshold, the group is no longer classified as a Section 16 insider.

Could 5AM Ventures continue selling VOR shares?

Yes. Without the 5 % threshold, future sales will not require Schedule 13D amendments, so additional divestitures may occur without immediate public notice.