Vor Biopharma Inc. S-8 Filing

FAQ

Key Financial Figures

• $0.0001 — ional 1,638,807 shares of common stock, $0.0001 par value per share (the “ Commo

Filing Documents

• vor-20260327.htm (S-8) — 119KB
• vor-ex5_1.htm (EX-5.1) — 23KB
• vor-ex23_2.htm (EX-23.2) — 4KB
• vor_exfilingfees.htm (EX-FILING FEES) — 92KB
• img239642899_0.jpg (GRAPHIC) — 88KB
• img239642899_1.jpg (GRAPHIC) — 88KB
• gfx239642899_1.jpg (GRAPHIC) — 4KB
• gfx101492977_0.gif (GRAPHIC) — 32KB
• gfx239642899_0.jpg (GRAPHIC) — 3KB
• 0001193125-26-130452.txt ( ) — 671KB
• vor_exfilingfees_htm.xml (XML) — 12KB

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement: (a) The contents of the Registrant’s Registration Statements on Form S-8, filed with the Commission on February 9, 2021 (File No. 333-252908), March 14, 2022 (File No. 333-263540), March 23, 2023 (File No. 333-270789), March 21, 2024 (File No. 333-278117), March 20, 2025 (File No. 333-285971), and September 24, 2025 (File No. 333-290491); (b) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on March 30, 2026 (File No. 001-39979); (c) The Registrant’s Current Report on Form 8-K filed with the Commission on January 2, 2026 (File No. 001-39979) (to the extent the information in such reports is filed and not furnished); and (d) The description of the Registrant’s Common Stock, which is contained in Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on March 30, 2026 (File No. 001-39979), including any amendment or report filed for the purpose of updating such description. All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incor

INTERESTS OF NAMED EXPERTS AND COUNSEL

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL As of the date of the date hereof, GC&H Investments, LLC and GC&H Investments, a California partnership, which are entities beneficially owned by current and former partners and associates of Cooley LLP, counsel to the Registrant, beneficially hold an aggregate of 35,350 shares of the Registrant’s common stock.

EXHIBITS

ITEM 8. EXHIBITS Exhibit Number Description Schedule Form File Number Exhibit Filing Date 4.1 Amended and Restated Certificate of Incorporation of the Registrant. 8-K 001-39979 3.1 February 9, 2021 4.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation. 8-K 001-39979 3.1 May 23, 2025 4.3 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Registrant. 8-K 001-39979 3.1 September 17, 2025 4.4 Amended and Restated Bylaws of the Registrant. 8-K 001-39979 3.2 February 9, 2021 4.5 Form of Common Stock Certificate of the Registrant. S-1/A 333-252175 4.1 February 1, 2021 5.1* Opinion of Cooley LLP. 23.1* Consent of Cooley LLP (included in Exhibit 5.1). 23.2* Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. 24.1* Power of Attorney (included on the signature page of this registration statement). 99.1 2021 Equity Incentive Plan and Forms of Stock Option Grant Notice, Stock Option Agreement, Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement. S-1/A 333-252175 10.6 February 1, 2021 99.2 Amended and Restated 2021 Equity Incentive Plan. 8-K 001-39979 10.1 August 27, 2025 2 Exhibit Number Description Schedule Form File Number Exhibit Filing Date 99.3 2021 Employee Stock Purchase Plan. S-1/A 333-252175 10.7 February 1, 2021 107* Filing Fee Table. * Filed herewith 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on March 30, 2026. VOR BIOPHARMA INC. By: /s/ Jean-Paul Kress Jean-Paul Kress, M.D. President, Chief Executive Officer and Chairman of the Board POWER OF ATTORNEY K NOW A LL P ERSONS B Y T HESE P RESENTS , that each person whose signature appears below constitutes and appoints Jean-Paul Kress and Sandesh Mahatme, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Registration Statement has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Signature Title Date /s/ Jean-Paul Kress Jean-Paul Kress, M.D. President, Chief Executive Officer and Chairman of the Board ( Pri

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