Vor Biopharma (VOR) holder discloses 3.3% passive ownership stake

Rhea-AI Filing Summary

Vor Biopharma Inc. received an updated ownership filing from Great Point Partners and related individuals. The group reports beneficial ownership of 1,370,107 shares of Vor Biopharma common stock, representing 3.30% of the outstanding shares.

Great Point Partners, Dr. Jeffrey R. Jay and Ms. Lillian Nordahl report shared voting and shared dispositive power over all 1,370,107 shares, with no sole voting or dispositive power. The percentage is based on 41,519,840 shares outstanding as reported in Vor Biopharma’s Form S-3 on January 29, 2026. The filers certify the shares are held on a passive basis and represent ownership of 5 percent or less of the class.

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Accepted by SEC EDGAR 02/17/2026 - 04:13 PM Learn about SEC filing dates

FAQ

What percentage of Vor Biopharma (VOR) shares does Great Point Partners report owning?

Great Point Partners and related filers report beneficial ownership of 3.30% of Vor Biopharma’s common stock. This represents 1,370,107 shares, based on 41,519,840 shares outstanding as disclosed by the company in a Form S-3 registration statement dated January 29, 2026.

How many Vor Biopharma (VOR) shares are beneficially owned by the reporting group?

The reporting group discloses beneficial ownership of 1,370,107 shares of Vor Biopharma common stock. This entire amount is subject to shared voting and shared dispositive power, with no shares held under sole voting or sole dispositive authority by any of the reporting persons.

Who are the reporting persons in this Vor Biopharma (VOR) Schedule 13G/A filing?

The filing lists Great Point Partners, LLC, Dr. Jeffrey R. Jay, M.D., and Ms. Lillian Nordahl as reporting persons. They have entered into a joint filing agreement and share voting and dispositive power over the reported 1,370,107 Vor Biopharma common shares disclosed in the statement.

Is the Great Point Partners stake in Vor Biopharma (VOR) reported as passive or for control purposes?

The reporting persons certify that the Vor Biopharma securities were not acquired and are not held for the purpose of changing or influencing control. They state the holdings are passive, aside from activities solely related to a potential nomination under Rule 240.14a-11 of the Exchange Act.

How was the 3.30% ownership in Vor Biopharma (VOR) calculated in this filing?

The 3.30% figure is based on 41,519,840 Vor Biopharma common shares outstanding. That outstanding share count comes from the company’s Form S-3 registration statement filed with the SEC on January 29, 2026, against which the 1,370,107 beneficially owned shares are measured.

Do the Vor Biopharma (VOR) reporting persons have sole or shared voting power over the shares?

The reporting persons indicate zero shares with sole voting or dispositive power. All 1,370,107 Vor Biopharma shares are reported with shared voting power and shared dispositive power, reflecting joint authority among Great Point Partners, Dr. Jeffrey R. Jay and Ms. Lillian Nordahl.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

VOR BIOPHARMA INC.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

929033207

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 929033207

1

Names of Reporting Persons

Great Point Partners, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,370,107.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,370,107.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,370,107.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.30 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 929033207

1

Names of Reporting Persons

Dr. Jeffrey R. Jay, M.D.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,370,107.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,370,107.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,370,107.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.30 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 929033207

1

Names of Reporting Persons

Ms. Lillian Nordahl

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,370,107.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,370,107.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,370,107.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.30 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: VOR BIOPHARMA INC.
(b)	Address of issuer's principal executive offices: 500 BOYLSTON STREET, SUITE 1350, BOSTON, MA, 02116
Item 2.
(a)	Name of person filing: Great Point Partners, LLC Dr. Jeffrey R. Jay, M.D. Ms. Lillian Nordahl The Reporting Persons have entered into a Joint Filing Agreement, dated February 17, 2026, a copy of which is filed with this SCHEDULE 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is 165 Mason Street, 3rd Floor Greenwich, CT 06830
(c)	Citizenship: Great Point Partners, LLC is a limited liability company organized under the laws of the State of Delaware. Dr. Jeffrey R. Jay, M.D. is a citizen of the United States. Ms. Lillian Nordahl is a citizen of the United States.
(d)	Title of class of securities: Common Stock, $0.0001 par value per share
(e)	CUSIP No.: 929033207
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,370,107.00
(b)	Percent of class: 3.30%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 1,370,107.00
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 1,370,107.00 The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover pages for the Reporting Persons and is incorporated herein by reference. The percentage set forth in Row (11) of the cover pages for the Reporting Persons are based on a total of 41,519,840 shares outstanding, as reported by the Issuer in its Form S-3 registration statement as filed with the Securities and Exchange Commission (the "SEC") on January 29, 2026.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person 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, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 4.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Great Point Partners, LLC

Signature:	/s/ Dr. Jeffrey R. Jay, M.D
Name/Title:	Dr. Jeffrey R. Jay, M.D - Senior Managing Member
Date:	02/17/2026

Dr. Jeffrey R. Jay, M.D.

Signature:	/s/ Dr. Jeffrey R. Jay, M.D
Name/Title:	Dr. Jeffrey R. Jay, M.D
Date:	02/17/2026

Ms. Lillian Nordahl

Signature:	/s/ Ms. Lillian Nordahl
Name/Title:	Ms. Lillian Nordahl
Date:	02/17/2026

Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the SCHEDULE 13G to which this Exhibit is attached, and such SCHEDULE 13G is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such SCHEDULE 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. Dated: February 17, 2026 Great Point Partners, LLC By: /s/ Dr. Jeffrey R. Jay, M.D. Dr. Jeffrey R. Jay, M.D., as Senior Managing Member Dr. Jeffrey R. Jay, M.D. By: /s/ Dr. Jeffrey R. Jay, M.D. Dr. Jeffrey R. Jay, M.D. Ms. Lillian Nordahl By: /s/ Ms. Lillian Nordahl Ms. Lillian Nordahl