Vor Biopharma Files 8-K: Agreements, Equity Sales, Officer Changes

TL;DR

Vor Bio dropped an 8-K: new deals, sold stock, exec shake-up. Big moves happening.

AI Summary

On December 15, 2025, Vor Biopharma Inc. filed an 8-K report detailing several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and changes in its board of directors and officer compensation. The filing also addresses Regulation FD disclosures and includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions at Vor Biopharma, including potential new financing or partnerships and changes in leadership or compensation structures, which could impact its strategic direction and investor outlook.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can carry inherent risks and require careful investor scrutiny.

Key Numbers

• 2025-12-15 — Report Date (Date of the earliest event reported in the 8-K filing.)

Key Players & Entities

• Vor Biopharma Inc. (company) — Registrant
• December 15, 2025 (date) — Earliest event reported
• 001-39979 (company) — SEC File Number
• 81-1591163 (company) — IRS Employer Identification No.
• 500 Boylston Street, Suite 1350, Boston, Massachusetts 02116 (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share VOR Nasdaq Glob
• $10 — s common stock, at a price per Share of $10.81, for gross proceeds of approximately
• $150.0 million — 81, for gross proceeds of approximately $150.0 million (the "Private Placement"). The Purchase
• $1.5 b — by Novartis in February 2022 for up to $1.5 billion, the board of directors of Vectiv
• $1.2 billion — December 2022 until the closing of its $1.2 billion acquisition by Ironwood Pharmaceuticals
• $1.4 b — n by GSK plc in February 2024 for up to $1.4 billion, and the board of Forbion's SPAC
• $40,000 — ill each receive a cash retainer fee of $40,000 for service as a director, payable in e

Filing Documents

• vor-20251215.htm (8-K) — 67KB
• vor-ex10_1.htm (EX-10.1) — 329KB
• vor-ex10_2.htm (EX-10.2) — 172KB
• vor-ex99_1.htm (EX-99.1) — 15KB
• img246614764_0.jpg (GRAPHIC) — 95KB
• 0001193125-25-324768.txt ( ) — 909KB
• vor-20251215.xsd (EX-101.SCH) — 24KB
• vor-20251215_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 15, 2025, Vor Biopharma Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain investors (the "Investors") pursuant to which the Company, in a private placement, agreed to issue and sell to the Investors an aggregate of 13,876,032 shares (the "Shares") of the Company's common stock, at a price per Share of $10.81, for gross proceeds of approximately $150.0 million (the "Private Placement"). The Purchase Agreement contains customary representations and warranties of the Company, on the one hand, and the Investors, on the other hand, and customary conditions to closing. The Company intends to use the net proceeds from the Private Placement to advance development of its clinical pipeline and for general corporate purposes. In connection with the Private Placement, the Company also entered into a Registration Rights Agreement, dated December 15, 2025 (the "Registration Rights Agreement"), with the Investors. Pursuant to the terms of the Registration Rights Agreement, the Company is obligated to prepare and file with the Securities and Exchange Commission ("SEC") a registration statement on Form S-3 (the "Registration Statement") to register for resale the Shares within 45 days of the closing date of the Private Placement and to use its reasonable best efforts to have the Registration Statement declared effective as soon as possible, but no later than 75 days after the initial filing date of the Registration Statement, subject to extension under the terms of the Registration Rights Agreement. The Registration Rights Agreement provides for liquidated damages payable to the Investors if the Company fails to meet certain filing or effectiveness deadlines, subject to specified caps. The Registration Rights Agreement includes customary provisions regarding payment of fees and expenses and indemnification. The foregoing descriptions of the Purchase Agreeme

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosures set forth in Item 1.01 above regarding the Private Placement are incorporated into this Item 3.02. The Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act. Each of the Investors has represented that it is a "qualified institutional buyer," as defined in Rule 144A under the Securities Act or an institutional "accredited investor" (as defined in Rule 501(a) under the Securities Act), that it is purchasing the Shares solely for the Investor's own account and not for the account of others, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and that the Investor has no present intention of selling, granting any participation in, or otherwise distributing the Shares in violation of the Securities Act. The sale of the Shares did not involve a public offering and was made without general solicitation or general advertising. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (a), (d) On December 17, 2025, Sarah Reed, a member of the Company's Board of Directors (the "Board"), delivered her notice of resignation to the Board, effective immediately. Ms. Reed's decision to resign was not as a result of any disagreement with the Company. The Board thanks Ms. Reed for her service to the Company. On December 18, 2025, the Board appointed Andrew Levin to fill the vacancy created by the resignation of Ms. Reed, to serve on the Board as an independent Class II director until the Company's 2026 annual meeting of stockholders and until his successor is duly elected and qualified or his earlier resignation or removal. Andrew Levin, M.D., Ph.D., age 49, currently serves as a Partner on the Investment Team a

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 15, 2025, the Company issued a press release announcing the Private Placement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Form of Securities Purchase Agreement. 10.2 Form of Registration Rights Agreement. 99.1 Press Release, dated December 15, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words "aim," "anticipate," "can," "continue," "could," "design," "enable," "expect," "initiate," "intend," "may," "plan," "potential," "should," "target," "will," "would," and similar expressions are intended to identify forward-looking

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Vor Biopharma Inc. Date: December 18, 2025 By: /s/ Jean-Paul Kress Jean-Paul Kress Chief Executive Officer

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View this 8-K filing on SEC EDGAR