Verve Capital takes 9.99% Vor Biopharma (VOR) position via warrants

Rhea-AI Filing Summary

Vor Biopharma Inc. received an amended Schedule 13G from Verve Capital Limited, a Samoa-organized entity, reporting a significant passive stake. Verve Capital beneficially owns 4,297,464 shares of common stock through pre-funded warrants, subject to a 9.99% ownership blocker.

The 9.99% beneficial ownership is calculated using 38,720,196 shares of common stock outstanding as of December 18, 2025, plus 4,297,464 shares issuable upon exercise of the pre-funded warrants. Verve Capital certifies the holding is not for the purpose of changing or influencing control of Vor Biopharma.

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Accepted by SEC EDGAR 02/17/2026 - 06:59 PM Learn about SEC filing dates

FAQ

What stake does Verve Capital Limited report in Vor Biopharma (VOR)?

Verve Capital Limited reports beneficial ownership of 4,297,464 Vor Biopharma common shares, equal to 9.99% of the class. This stake comes from pre-funded warrants and is capped by a 9.99% beneficial ownership blocker in the warrant terms.

How is Verve Capital’s 9.99% ownership in Vor Biopharma (VOR) calculated?

The 9.99% figure is based on 38,720,196 Vor Biopharma common shares outstanding as of December 18, 2025 plus 4,297,464 shares issuable upon exercise of Verve Capital’s pre-funded warrants, as described in the Schedule 13G/A filing.

What are the key terms of Verve Capital’s pre-funded warrants in Vor Biopharma (VOR)?

Verve Capital holds pre-funded warrants exercisable for up to 5,000,000 Vor Biopharma common shares. A beneficial ownership blocker prevents exercise if it would cause Verve Capital and its affiliates to exceed 9.99% ownership of outstanding common stock.

Is Verve Capital Limited seeking control of Vor Biopharma (VOR)?

Verve Capital certifies that its Vor Biopharma securities were not acquired and are not held to change or influence control of the company. The filing states the holdings are not connected with any transaction having that purpose or effect, other than limited nomination activities.

What type of filing did Verve Capital make regarding Vor Biopharma (VOR)?

Verve Capital filed Amendment No. 1 to a Schedule 13G for Vor Biopharma. A Schedule 13G is a beneficial ownership report typically used by passive investors holding more than 5% of a public company’s voting equity securities.

What voting and dispositive powers does Verve Capital have over Vor Biopharma (VOR) shares?

Verve Capital reports sole voting and sole dispositive power over 4,297,464 Vor Biopharma common shares underlying its pre-funded warrants. It reports no shared voting power and no shared dispositive power over Vor Biopharma securities as of December 31, 2025.

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

Verve Capital Limited

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

SAMOA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 4,297,464.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,297,464.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,297,464.00

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)

CO

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: Verve Capital Limited
(b)	Address or principal business office or, if none, residence: Flat B, 23/F, Panorama Gardens, 103 Robinson Road, Mid-Levels, Hong Kong
(c)	Citizenship: Samoa
(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 the 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 December 31, 2025 and is incorporated by reference. The Reporting Person directly holds pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 5,000,000 shares of common stock. 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, the Reporting Person, together with its affiliates and other attribution parties, would own more than 9.99% of the outstanding shares of common stock. The Reporting Person is currently prohibited from exercising the Pre-Funded Warrants to the extent that such exercise would result in beneficial ownership of more than 4,297,464 shares of common stock.
(b)	Percent of class: Due to the Beneficial Ownership Blocker listed in the Pre-Funded Warrants, the Reporting Person's beneficial ownership percentage is 9.99%. Such percentage is based upon the sum of (i) 38,720,196 shares of common stock outstanding as of December 18, 2025, as provided to the Reporting Person by the Issuer and (ii) 4,297,464 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 the Reporting Person's cover page have 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 the 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 the Reporting Person as of December 31, 2025 and is incorporated by reference.
	(ii) Shared power to vote or to direct the vote: Row 6 of the 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 the Reporting Person as of December 31, 2025 and is incorporated by reference.
	(iii) Sole power to dispose or to direct the disposition of: Row 7 of the 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 the Reporting Person as of December 31, 2025 and is incorporated by reference.
	(iv) Shared power to dispose or to direct the disposition of: Row 8 of the 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 the Reporting Person as of December 31, 2025 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.

Verve Capital Limited

Signature:	/s/ Hongtu Zhu
Name/Title:	By Hongtu Zhu, Director
Date:	02/17/2026