SEC Form 8-K filed by Vor Biopharma Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 25, 2025

Vor Biopharma Inc.

(Exact name of registrant as specified in its Charter)

Registrant’s telephone number, including area code: (617) 655-6580

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

The Board of Directors (the “Board”) of Vor Biopharma Inc. (the “Company”) approved an amendment and restatement of the Vor Biopharma Inc. 2021 Equity Incentive Plan to, among other things, (i) increase the number of shares of Common Stock reserved for issuance thereunder by 25,000,000 shares and (ii) decrease the number of shares that will automatically be added to the share reserve thereunder on January 1 of each calendar year from five percent (5%) to four percent (4%) of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year through and including calendar year 2035 (the “Amended and Restated Plan”), and submitted the Amended and Restated Plan for stockholder approval at the special meeting of stockholders of the Company on August 25, 2025 (the “Special Meeting”). The Company’s stockholders approved the Amended and Restated Plan at the Special Meeting.

The description of the terms of the Amended and Restated Plan contained herein and in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 8, 2025 (the “Proxy Statement”) is qualified in its entirety by the text of the Amended and Restated Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

At the Special Meeting, the Company’s stockholders voted on the three proposals set forth below. There were 83,943,397 shares of Common Stock represented at the Special Meeting by valid proxies or voted at the Special Meeting, which was approximately 66.28% of the shares of Common Stock entitled to vote at the Special Meeting. A more detailed description of each proposal is set forth in the Proxy Statement.

Proposal 1 – Common Stock Issuance (Common Stock Underlying Outstanding Warrants)

The stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of Common Stock issuable by the Company upon exercise of the outstanding Warrants (as defined in the Proxy Statement) by the following votes:

Proposal 2 – Reverse Stock Split

The stockholders approved a series of alternate amendments to the Company’s Certificate of Incorporation, as amended, to effect, at the option of the Board of Directors, a reverse stock split of the Common Stock into a lesser number of outstanding shares at a ratio in the range of 1-for-5 to 1-for-30, inclusive, with such ratio to be determined by the Board of Directors in its sole discretion by the following votes:

The reverse stock split has not yet been effected as of the date of this Current Report on Form 8-K.

Proposal 3 –Amendment and Restatement of the 2021 Equity Incentive Plan

The stockholders approved the Amended and Restated Plan by the following votes:

On August 27, 2025, in connection with the Company’s existing at-the-market sales program, the Company filed a prospectus supplement (“Prospectus Supplement”) to its effective shelf registration statement on Form S-3 (File No. 333-285969) (the “2025 Form S-3”). The 2025 Form S-3 replaced the prior registration statement on Form S-3 (File No. 333-263541) which expired in March 2025. The Company filed the Prospectus Supplement for the purpose of registering the offer and sale of shares of its Common Stock having an aggregate offering price of up to $119,699,305 from time to time through or to Stifel, Nicolaus & Company, Incorporated (“Stifel”) acting as agent, pursuant to the Company’s existing Sales Agreement with Stifel dated December 23, 2022.

In connection with the filing of the Prospectus Supplement, the Company is filing an opinion of its counsel, Cooley LLP, regarding the legality of the Common Stock being registered, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K.

(d) Exhibits

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.