Vor Biopharma Files 8-K: Material Agreement & Equity Sales

TL;DR

Vor Bio just dropped an 8-K: new deal signed and sold some stock. Watch this space.

AI Summary

On March 26, 2026, Vor Biopharma Inc. entered into a material definitive agreement and announced unregistered sales of equity securities. The company also provided Regulation FD disclosures and filed financial statements and exhibits related to these events.

Why It Matters

This filing indicates significant corporate actions, including a new material agreement and the issuance of equity, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Numbers

• 0001193125-26-127609 — SEC Accession Number (Unique identifier for this specific SEC filing)
• 001-39979 — File Number (SEC file number associated with Vor Biopharma Inc.)

Key Players & Entities

• Vor Biopharma Inc. (company) — Filer of the 8-K report
• 0001817229 (company) — CIK number for Vor Biopharma Inc.
• 2026-03-26 (date) — Period of report and date of material definitive agreement and unregistered sales
• 2026-03-27 (date) — Filing date and acceptance date of the 8-K

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share VOR Nasdaq Glob
• $14 — s common stock, at a price per Share of $14.05, for gross proceeds of approximately
• $75.0 million — 05, for gross proceeds of approximately $75.0 million (the "Private Placement"). The Purchase

Filing Documents

• vor-20260326.htm (8-K) — 57KB
• vor-ex10_1.htm (EX-10.1) — 331KB
• vor-ex10_2.htm (EX-10.2) — 219KB
• vor-ex99_1.htm (EX-99.1) — 19KB
• img246614764_0.gif (GRAPHIC) — 22KB
• 0001193125-26-127609.txt ( ) — 854KB
• vor-20260326.xsd (EX-101.SCH) — 24KB
• vor-20260326_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On March 26, 2026, Vor Biopharma Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with entities affiliated with TCGX (the "Investors") pursuant to which the Company, in a private placement, agreed to issue and sell to the Investors an aggregate of 5,338,078 shares (the "Shares") of the Company's common stock, at a price per Share of $14.05, for gross proceeds of approximately $75.0 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 closing of the Private Placement is expected to occur on March 30, 2026, subject to customary closing conditions. Upon the closing of the Private Placement, the Company will have 54,185,582 shares of common stock outstanding. 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 March 26, 2026 (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 30 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 60 days after the closing date of the Private Placement, 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 effect

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 Investor 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 such 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 such 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.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On March 27, 2026, 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 March 27, 2026. 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 statements, although not all forward-looking statements contain these identifying words. Forward-looking statements in this Current Report on Form 8-K include the Company's expectations regarding the closing of the Private Placement and the use of proceeds therefrom, the anticipated filing of a registration statement to cover resales of the Shares, and other statements that are not historical fact. The Company may not actually achieve the plans, intentions, or expectations disclosed in these forward-looking statements, and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements as a result of various factors, including: uncertainties inherent in the initiation and completion of clinical trials and clinical development of the Company's product candidates; availability and timing of results from clinical trials; whether interim results from a clinical trial will be predictive of the final results of the trial or the results of future trials; uncertainties regarding regulatory approvals to conduct trials or to market products; and availability of funding sufficient for its foreseeable and unforeseeable operating expenses and capital expenditure requirements. These and other risks are described in greater detail under the caption "Risk Factors" included in the Company's most recent annual or quarterly report and in other reports it has filed or may file with the SEC. Any forward-looking statements contained in

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: March 27, 2026 By: /s/ Jean-Paul Kress Jean-Paul Kress Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR