Forbion Reports 7,000,000 Warrants in Vor Biopharma (9.99% Cap)

Rhea-AI Filing Summary

ForGrowth III PA B.V., Forbion Growth Opportunities Fund III Cooperatief U.A. and Forbion Growth III Management B.V. report beneficial ownership related to pre-funded warrants to purchase 7,000,000 shares of Vor Biopharma Inc. common stock. The Warrants were acquired June 27, 2025 and became exercisable on September 18, 2025 upon satisfaction of certain conditions. The exercise price is $0.002 per share. Exercisability is subject to a 9.99% beneficial ownership limitation, and the percentage reported (9.99%) gives effect to that cap. Each Reporting Person reports shared voting and dispositive power over 7,000,000 shares and disclaims that this filing constitutes admission of group status. All Reporting Persons are organized in the Netherlands and list Forbion Capital Partners as their principal business address.

Positive

• Clear disclosure of acquisition date (June 27, 2025), exercisability date (September 18, 2025) and exercise price of $0.002
• Quantified position: 7,000,000 warrants/underlying shares reported with a stated 9.99% beneficial ownership limitation
• Regulatory compliance: Joint filing with signatures and principal business address provided

Negative

• Exercisability constrained by the 9.99% beneficial ownership limitation, so not all warrants may be presently exercisable
• Potential ambiguity between number of warrants reported and actual exercisable shares due to the ownership cap

Insights

Financial Analyst

TL;DR: Reporting persons hold warrants for 7,000,000 VOR shares (9.99% cap), exercisable Sept 18, 2025 at $0.002, a routine Section 13 disclosure.

The filing documents acquisition of pre-funded warrants convertible into 7,000,000 shares and reflects shared voting and dispositive power across three Netherlands entities. The 9.99% beneficial ownership limitation constrains immediate exercisability and is explicitly reflected in the reported percentage. This is a disclosure of potential equity exposure rather than an exercised equity stake; it clarifies ownership mechanics and governance relationships among the Forbion entities.

Corporate Governance Expert

TL;DR: The filing clarifies voting/dispositive arrangements and group disclaimers, signaling standard compliance with Section 13 reporting requirements.

The report identifies shared voting and dispositive power over the 7,000,000 underlying shares and includes a formal disclaimer that the Reporting Persons do not admit group status. Signatures from authorized directors and the inclusion of principal addresses satisfy typical certification and disclosure norms. The Beneficial Ownership Limitation and timing of exercisability are clearly documented.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Vor Biopharma Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

929033207

(CUSIP Number)

09/18/2025

(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

ForGrowth III PA B.V.

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

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 7,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,000,000.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 929033207

1

Names of Reporting Persons

Forbion Growth Opportunities Fund III Cooperatief U.A.

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

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 7,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,000,000.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 929033207

1

Names of Reporting Persons

Forbion Growth III Management B.V.

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

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 7,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,000,000.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

OO

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: This statement is being filed by ForGrowth III PA B.V. ("ForGrowth III"), Forbion Growth Opportunities Fund III Cooperatief U.A. ("Forbion Growth III COOP") and Forbion Growth III Management B.V. ("Forbion Growth III"). ForGrowth III, Forbion Growth III COOP and Forbion Growth III are sometimes referred to collectively as the "Reporting Persons".
(b)	Address or principal business office or, if none, residence: The address of the principal business and principal office of each of the Reporting Persons is c/o Forbion Capital Partners, Gooimeer 2-35, 1411 DC Naarden, The Netherlands.
(c)	Citizenship: Each of the Reporting Persons is organized under the laws of the Netherlands.
(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: On June 27, 2025, ForGrowth III acquired pre-funded warrants to purchase up to 7,000,000 shares of the Issuer's Common Stock at an exercise price of $0.002 per share (the "Warrants"). The Warrants became exercisable on September 18, 2025 upon satisfaction of certain material conditions beyond the control of the Reporting Persons. Exercisability of the Warrants is subject to a beneficial ownership limitation of 9.99% of the number of shares of Common Stock to be outstanding immediately after giving effect to the issuance of the shares issuable upon exercise (the "Beneficial Ownership Limitation"). The percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to such Beneficial Ownership Limitation, but the number of shares of Common Stock of the Issuer reported as being issuable upon exercise of the Warrants in Rows 6, 8 and 9 of the cover page for each Reporting Person includes the full number of shares of Common Stock of the underlying the Warrants and does not give effect to the Beneficial Ownership Limitation. As such, some of the Warrants are not presently exercisable due to the Beneficial Ownership Limitation, and the actual number of shares of Common Stock beneficially owned by the Reporting Persons is less than the number of shares of Common Stock of the Issuer reported herein. Forbion Growth III COOP, the sole shareholder of ForGrowth III, and Forbion Growth III, as director of each of ForGrowth III and Forbion Growth III COOP, may be deemed to have voting and investment power over the shares held directly by ForGrowth III.
(b)	Percent of class: The Reporting Persons may be deemed to beneficially own 9.99% of the outstanding Common Stock of the Issuer after giving effect to the Beneficial Ownership Limitation described in Item 4(a).
(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: 7,000,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 7,000,000
Item 5.	Ownership of 5 Percent or Less of a Class.
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.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a "group" for purposes of Rule 13d-5 or for any other purpose.
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.

ForGrowth III PA B.V.

Signature:	/s/ V. van Houten and /s/ G.J. Mulder
Name/Title:	V. van Houten and G.J. Mulder, Directors of its Director
Date:	09/23/2025

Forbion Growth Opportunities Fund III Cooperatief U.A.

Signature:	/s/ V. van Houten and /s/ G.J. Mulder
Name/Title:	V. van Houten and G.J. Mulder, Directors of its Director
Date:	09/23/2025

Forbion Growth III Management B.V.

Signature:	/s/ V. van Houten and /s/ G.J. Mulder
Name/Title:	V. van Houten and G.J. Mulder, Directors
Date:	09/23/2025

FAQ

What stake does Forbion report in Vor Biopharma (VOR)?

The Reporting Persons report pre-funded warrants to purchase 7,000,000 shares, which they state equate to 9.99% of the outstanding common stock after applying the beneficial ownership limitation.

When were the warrants acquired and when did they become exercisable?

The warrants were acquired on June 27, 2025 and became exercisable on September 18, 2025 upon satisfaction of certain conditions.

What is the exercise price for the Warrants?

The exercise price is $0.002 per share.

Do the Reporting Persons have voting power over the shares?

Each Reporting Person reports 0 sole voting power and 7,000,000 shared voting power over the underlying shares.

Where are the Reporting Persons organized and what is their principal address?

All Reporting Persons are organized in the Netherlands and list their principal business address as c/o Forbion Capital Partners, Gooimeer 2-35, 1411 DC Naarden, The Netherlands.