Vor Biopharma Inc. has a group of reporting persons led by Venrock-related entities and two individuals that together beneficially own 760,699 shares of the company's common stock, representing a reported ownership position capped at 9.99% due to a pre-funded warrant provision. The filing discloses the composition of the holdings across multiple Venrock vehicles: VHCP III, VHCP Co-Investment III and VHCP EG, and explains that certain pre-funded warrants include a Beneficial Ownership Blocker that prevents exercise beyond the 9.99% threshold.
The percentage calculation references 6,853,907 shares outstanding as of September 18, 2025, plus subsequent issuances and exercisable amounts used to determine the 9.99% figure; EDGAR field limits caused cover-page percentages to be shown as 9.9%. The reporting group lists shared voting and dispositive power of 760,699 shares and provides powers of attorney and a joint filing agreement as exhibits.
Positive
None.
Negative
None.
Insights
TL;DR Venrock-related funds report a near-10% beneficial stake in VOR limited by pre-funded warrant exercise caps.
The filing is a routine Schedule 13G showing passive collective ownership capped at 9.99% by contractual warrant terms rather than active control intent. The detailed breakdown of holdings across VHCP III, VHCP Co-Investment III and VHCP EG clarifies how the aggregate 760,699-share position is constructed from common stock and pre-funded warrants while the Beneficial Ownership Blocker legally restricts further exercise. For investors, this indicates a significant strategic economic interest without disclosed intent to influence control; voting and dispositive powers are shared across the reporting group and documented POAs and a joint filing agreement formalize coordination.
TL;DR Group coordination is formalized but filing asserts passive intent and restriction on increasing ownership above 9.99%.
The Schedule 13G identifies multiple affiliated entities and two individual voting members, with VHCP Management entities serving as general partners or managers, and Messrs. Shah and Koh as voting members. The presence of a Beneficial Ownership Blocker in the pre-funded warrants is governance-relevant: it prevents automatic conversion that would breach the 9.99% threshold, and the filing's certification states the holdings are not for control purposes. Documentation of powers of attorney and a joint filing agreement suggests formalized internal governance of this group's reporting and voting coordination, consistent with group disclosure requirements.
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
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
760,699.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
760,699.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
760,699.00
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 No.
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
760,699.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
760,699.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
760,699.00
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 No.
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
760,699.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
760,699.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
760,699.00
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 No.
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
760,699.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
760,699.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
760,699.00
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 No.
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
760,699.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
760,699.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
760,699.00
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 No.
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
760,699.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
760,699.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
760,699.00
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 No.
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
760,699.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
760,699.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
760,699.00
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.
(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 sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 116,542 shares of the Issuer's common stock and pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 1,048,950 shares of common stock held by VHCP III; (ii) 11,649 shares of the Issuer's common stock and Pre-Funded Warrants exercisable for up to 104,850 shares of common stock held by VHCP Co-Investment III; and (iii) 371,775 shares of the Issuer's common stock and Pre-Funded Warrants exercisable for up to 3,346,200 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 760,699 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 is 9.99%. Such percentage is based upon the sum of (i) 6,853,907 shares of common stock outstanding as of September 18, 2025, as reported in the Issuer's Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC") on September 24, 2025; (ii) 499,966 shares of common stock issued subsequent to September 18, 2025 upon the exercise of Pre-Funded Warrants by the Reporting Persons; and (iii) 260,733 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 sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person 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 sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person 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 sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person 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 sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
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.
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:
09/25/2025
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:
09/25/2025
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:
09/25/2025
VHCP Management III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
09/25/2025
VHCP Management EG, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
09/25/2025
Nimish Shah
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
09/25/2025
Bong Y. Koh
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
09/25/2025
Exhibit Information
Exhibit 24.1 Power of Attorney for Bong Koh
Exhibit 24.2 Power of Attorney for Nimish Shah
Exhibit 99.1 Joint Filing Agreement
What stake does Venrock report in Vor Biopharma (VOR)?
The reporting persons collectively report beneficial ownership of 760,699 shares, capped at 9.99% by warrant terms.
Why is the ownership percentage shown as 9.9% on the cover pages?
The filing says EDGAR field limitations caused the percentage on cover pages to be rounded down to 9.9% though the contractual cap is 9.99%.
What is the Beneficial Ownership Blocker mentioned in the filing?
It is a provision in the pre-funded warrants that precludes exercise to the extent doing so would make the holders own more than 9.99% of Vor's outstanding common stock.
How many shares outstanding were used to calculate the percentage?
The calculation references 6,853,907 shares outstanding as of September 18, 2025, plus subsequent issuances and exercisable amounts as described in the filing.
Who are the individual reporting persons listed?
The filing names Nimish Shah and Bong Y. Koh as individual reporting persons and identifies Venrock-related entities as the other reporting persons.
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