| 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. 6 (this "Amendment No. 6" 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 November 14, 2022, December 9, 2022, August 11, 2023, December 30, 2024 and June 27, 2025 (as amended, the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 6 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.
The ownership percentages reported in this Amendment No, 6 reflect an increase in the number of outstanding shares of the Issuer, as reported by the Issuer in its Current Report on Form 8-K, filed with the SEC on September 17, 2025. The share numbers in this Amendment No. 6 give effect to a 1-for-20 reverse split of the outstanding shares of the Issuer's common stock effected on September 18, 2025 (the "Reverse Stock Split"). |
| Item 2. | Identity and Background |
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| (a) | This Schedule 13D/A is being filed on behalf of RA Capital Management, L.P. ("RA Capital"), Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the "Fund"). RA Capital, Dr. Kolchinsky, Mr. Shah and the Fund are collectively referred to herein as the "Reporting Persons." The agreement among the Reporting Persons to file this Schedule 13D/A jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, (the "Act") is attached hereto as Exhibit 99.1.
The Reporting Persons' beneficial ownership of the Issuer's common stock consists of (i) 1,891,035 shares of common stock directly held by the Fund; (ii) 91,266 shares of common stock directly held by the RA Capital Nexus Fund, L.P. (the "Nexus Fund"); (iii) Common Stock Warrants exercisable for up to 1,056,072 shares of common stock held directly by the Fund; (iv) pre-funded warrants (the "Pre-Funded Warrants" and, together with the Common Stock Warrants, the "Warrants") exercisable for up to 10,000,000 shares of common stock directly held by the Fund; (v) a total of 6,190 shares of common stock underlying vested stock options (right to buy) held by Joshua Resnick for the benefit of RA Capital; and (vi) a total of 166 shares of common stock underlying stock options (right to buy) scheduled to vest within 60 days of this filing held by Sarah Reed for the benefit of RA Capital. Each of the Common Stock Warrants and the Pre-Funded Warrants contains a provision (the "Beneficial Ownership Blockers") which precludes exercise of the Warrants to the extent that, following exercise, the Fund, together with its affiliates and other attribution parties, would own more than 9.99% of the common stock outstanding. The ownership percentages reported in this Amendment No, 6 reflect an increase in the number of outstanding shares of the Issuer, as reported by the Issuer in its Current Report on Form 8-K, filed with the SEC on September 17, 2025. The Fund is currently prohibited from exercising the Pre-Funded Warrants and/or the Common Stock Warrants by virtue of the Beneficial Ownership Blockers.
RA Capital Healthcare Fund GP, LLC is the general partner of the Fund and RA Capital Nexus Fund GP, LLC is the general partner of the Nexus Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for each of the Fund and the Nexus Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund or the Nexus Fund. Each of the Fund and the Nexus Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in its portfolio, including the shares of the Issuer's common stock reported herein. Because each of the Fund and the Nexus Fund has divested itself of voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, each of the Fund and the Nexus Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act and therefore disclaims any obligation to report ownership of the reported securities under Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13D/A other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13D/A shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
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| (b) | The address of the principal business office of each of the Reporting Persons is 200 Berkeley Street, 18th Floor, Boston, MA 02116. |
| (c) | The Fund is a private investment vehicle. RA Capital provides investment management services to the Fund and the Nexus Fund. The principal occupation of each of Dr. Kolchinsky and Mr. Shah is investment management. |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | See Item 6 of the cover pages. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of the Statement is hereby amended and supplemented as follows:
On September 18, 2025 as a result of the Reverse Stock Split, the Pre-Funded Warrants became exercisable for common stock at any time at the option of the holder. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Statement is amended and supplemented as follows:
Effective August 25, 2025, Joshua Resnick resigned from the Board of Directors of the Issuer.
Effective August 27, 2025, Sarah Reed, General Counsel of the Adviser, was appointed to the Board of Directors of the Issuer. |
| 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 6,841,134 shares of common stock outstanding immediately after the conclusion of the Reverse Stock Split, as reported in the Issuer's Current Report on Form 8-K filed with the SEC on September 17, 2025, and giving effect to stock options, to the extent exercisable within 60 days hereof, as referenced herein. |
| (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) | Except as set forth herein and below, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days.
No. Price Per
Transaction Purchaser Date Shares Share
Vest Stock Option (Right to Buy) RA Capital 08/25/2025 1,500 (1)
Vest Stock Option (Right to Buy) RA Capital 10/08/2025 83 (2)(3)
Vest Stock Option (Right to Buy) RA Capital 11/08/2025 83 (2)(3)
(1) This option represents a right to purchase a total of 1,500 shares of the Issuer's common stock, which vested in full on August 25, 2025. This option has an exercise price of $3.736 per share.
(2) This option represents a right to purchase a total of 3,000 shares of the Issuer's common stock, which began vesting from September 8, 2025 in 36 monthly installments. The vesting of the option is subject to Ms. Reed's continuous service to the Issuer through each vesting date. This option has an exercise price of $39.60 per share.
(3) Represents future vesting options within 60 days from the filing date of this Schedule 13D/A. |
| (d) | No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities subject to this Schedule 13D/A. |
| (e) | Not applicable. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13D/A filed with the SEC on June 27, 2025).
Exhibit 99.2 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on December 27, 2024).
Exhibit 99.3 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed on December 27, 2024).
Exhibit 99.4 Form of Common Stock Warrant (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed on December 27, 2024).
Exhibit 99.5 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed on June 26, 2025).
Exhibit 99.6 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Issuer's Current Report on Form 8-K filed on June 26, 2025).
Exhibit 99.7 Form of Voting and Support Agreement (incorporated by reference to Exhibit 10.5 to the Issuer's Current Report on Form 8-K filed on June 26, 2025).
Exhibit 99.8 Form of Pre-Funded Warrant to Purchase Common Stock (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on June 26, 2025).
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