VOR BIOPHARMA INC. reports an amended group Schedule 13G/A disclosing beneficial ownership positions held by several Venrock-related entities and named individuals as of March 31, 2026.
The filing states the Reporting Persons collectively hold positions capped at 5,083,877 shares each under a 9.99% beneficial ownership blocker tied to Pre-Funded Warrants. The company had 48,847,504 shares outstanding as of March 23, 2026 and 2,042,158 shares issuable on the Pre-Funded Warrants — figures used to calculate the reported 9.99% ownership percentages.
Positive
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Insights
Amendment clarifies group ownership and the operation of a beneficial ownership blocker.
The filing documents that VHCP III, VHCP Co-Investment III and VHCP EG hold common stock plus Pre-Funded Warrants with an embedded Beneficial Ownership Blocker preventing exercise above 9.99%. The blocker is operational and currently limits exercise to 5,083,877 shares for each Reporting Person.
This structure maintains the group’s visibility while legally constraining additional immediate dilution; subsequent filings would show any change if warrants are modified or lifted.
Disclosed positions and capped exercise rights set a clear ownership ceiling for the group.
The filing quantifies holdings: combined outstanding shares of 48,847,504 and 2,042,158 warrant-issuable shares underpin the 9.99% calculation. Specific entity totals (e.g., VHCP EG holdings) are listed and bound by the blocker.
Market impact depends on whether the blocker is later removed or amended; current cash‑flow treatment and transfer plans are not described in the excerpt.
Key Figures
Beneficial ownership cap:9.99%Shares outstanding:48,847,504 sharesShares issuable on Pre-Funded Warrants:2,042,158 shares+3 more
6 metrics
Beneficial ownership cap9.99%as of March 31, 2026
Shares outstanding48,847,504 sharesas of March 23, 2026 (Form 10-K cited)
Shares issuable on Pre-Funded Warrants2,042,158 sharesused in ownership percentage calculation
Exercise limit per Reporting Person5,083,877 sharescurrent prohibition threshold under Beneficial Ownership Blocker
VHCP III current holdings642,031 shares + 792,983 warrant sharesVHCP III beneficial holdings reported
"The Reporting Persons' ownership ... consists of (i) 642,031 shares ... and pre-funded warrants"
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.
Beneficial Ownership Blockerregulatory
"The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker")"
A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.
Schedule 13G/Aregulatory
"The Reporting Persons are members of a group for the purposes of this /A."
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
What ownership percentage does Venrock report in the VOR Schedule 13G/A?
The Reporting Persons report beneficial ownership of 9.99% each as of March 31, 2026. This percentage is calculated using 48,847,504 shares outstanding as of March 23, 2026 plus 2,042,158 shares issuable on Pre-Funded Warrants.
How many shares is the Beneficial Ownership Blocker limiting for each Reporting Person?
The filing states each Reporting Person is currently prohibited from exercising warrants beyond 5,083,877 shares. That numeric cap reflects the blocker tied to the Pre-Funded Warrants and the group's 9.99% ownership threshold.
What are the components of the Reporting Persons' holdings in VOR?
Holdings include common stock and Pre-Funded Warrants convertible into common shares. Examples: VHCP III holds 642,031 shares plus warrants for 792,983 shares; VHCP EG holds 2,335,474 shares plus warrants for 2,529,653 shares.
Does the filing show any exercises or sales by the Reporting Persons?
No; the amendment describes beneficial ownership and exercise limits but does not report any warrant exercises or open-market sales. Cash-flow treatment and transactional activity are not described in the provided excerpt.
Who are the individuals named in the Schedule 13G/A and their roles?
The filing names Nimish Shah and Bong Koh as voting members of VHCP Management entities. VHCP Management III and VHCP Management EG serve as general partners or managers of the respective investment entities.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
VOR BIOPHARMA INC.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
929033207
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
929033207
1
Names of Reporting Persons
Venrock Healthcare Capital Partners III, L.P.
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
5,083,877.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,083,877.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,083,877.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
929033207
1
Names of Reporting Persons
VHCP Co-Investment Holdings III, 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
5,083,877.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,083,877.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,083,877.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
929033207
1
Names of Reporting Persons
Venrock Healthcare Capital Partners EG, L.P.
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
5,083,877.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,083,877.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,083,877.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
929033207
1
Names of Reporting Persons
VHCP Management III, 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
5,083,877.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,083,877.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,083,877.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
929033207
1
Names of Reporting Persons
VHCP Management EG, 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
5,083,877.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,083,877.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,083,877.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
929033207
1
Names of Reporting Persons
Nimish Shah
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
5,083,877.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,083,877.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,083,877.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
929033207
1
Names of Reporting Persons
Bong Y. Koh
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
5,083,877.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,083,877.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,083,877.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
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:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Venrock Healthcare Capital Partners III, L.P. ("VHCP III")
VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III")
Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG")
VHCP Management III, LLC ("VHCP Management III")
VHCP Management EG, LLC ("VHCP Management EG")
Nimish Shah ("Shah")
Bong Koh ("Koh")
The Reporting Persons are members of a group for the purposes of this Schedule 13G/A.
(b)
Address or principal business office or, if none, residence:
New York Office:
7 Bryant Park, 23rd Floor
New York, NY 10018
Palo Alto Office:
3340 Hillview Avenue
Palo Alto, CA 94304
(c)
Citizenship:
All of the entities were organized in Delaware. Shah and Koh are both United States citizens.
(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:
Row 9 of each Reporting Person's cover page to this Schedule 13G/A sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 642,031 shares of the Issuer's common stock and pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 792,983 shares of common stock held by VHCP III, (ii) 64,214 shares of the Issuer's common stock and Pre-Funded Warrants exercisable for up to 79,264 shares of common stock held by VHCP Co-Investment III, and (iii) 2,335,474 shares of the Issuer's common stock and Pre-Funded Warrants exercisable for up to 2,529,653 shares of common stock held by VHCP EG. The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise of the Pre-Funded Warrants to the extent that, following exercise, VHCP III, VHCP Co-Investment III and VHCP EG, together with their affiliates and other attribution parties, would own more than 9.99% of the outstanding shares of common stock. VHCP III, VHCP Co-Investment III and VHCP EG are currently prohibited from exercising the Pre-Funded Warrants to the extent that such exercise would result in beneficial ownership of more than 5,083,877 shares of common stock.
VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management III and VHCP Management EG.
(b)
Percent of class:
Due to the Beneficial Ownership Blocker listed in the Pre-Funded Warrants, each Reporting Person's beneficial ownership percentage was 9.99% as of March 31, 2026. Such percentage is based upon the sum of (i) 48,847,504 shares of the Issuer's common stock outstanding as of March 23, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 30, 2026, and (ii) 2,042,158 shares of common stock issuable upon the exercise of the Pre-Funded Warrants. Due to field limitations of the EDGAR filing system, the percentage listed in Row 11 of each Reporting Person's cover page has been rounded down to 9.9%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
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.
Venrock Healthcare Capital Partners III, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
05/15/2026
VHCP Co-Investment Holdings III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its Manager, By Sherman G. Souther, Authorized Signatory
Date:
05/15/2026
Venrock Healthcare Capital Partners EG, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management EG, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
05/15/2026
VHCP Management III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
05/15/2026
VHCP Management EG, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
05/15/2026
Nimish Shah
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
05/15/2026
Bong Y. Koh
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
05/15/2026
Exhibit Information
Exhibit 24.1 Power of Attorney for Nimish Shah (incorporated by reference to Exhibit 24.1 to Schedule 13G filed on September 25, 2025)
Exhibit 24.2 Power of Attorney for Bong Koh (incorporated by reference to Exhibit 24.2 to Schedule 13G filed on September 25, 2025)
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed on September 25, 2025)
