Vor Biopharma Inc. filed SEC Form 8-K: Leadership Update

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

VOR BIOPHARMA INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 5, 2025 (the “Effective Date”), the board of directors (the “Board”) of Vor Biopharma Inc. (the “Company”) approved a stock option repricing whereby the exercise price of certain outstanding options to purchase shares of the Company’s common stock (the “Common Stock”) under the Company’s Amended and Restated 2021 Equity Incentive Plan (“2021 Plan”) and the Company’s 2023 Inducement Plan (the “Inducement Plan”) was reduced to $8.18 per share (the “Reduced Exercise Price”), the closing price of the Common Stock on the Effective Date (the “Option Repricing”).

The Option Repricing applied to options to purchase shares of Common Stock that (i) were granted under the 2021 Plan or the Inducement Plan, (ii) as of the Effective Date, were held by continuing employees, (iii) had not previously been repriced and (iv) had an exercise price per share greater than $8.18 (the “Repriced Options”); provided that holders of Repriced Options must remain in Continuous Service (as defined in the Inducement Plan) with the Company for a designated retention period in order for the applicable Repriced Option to be exercisable for the Reduced Exercise Price pursuant to the Option Repricing. The retention period (the “Retention Period”) began on the Effective Date and will end on the earliest of (A) December 5, 2027, (B) a Change in Control during the holder’s Continuous Service (each as defined in the 2021 Plan or the Inducement Plan, as applicable) with the Company and (C) 30 days prior to the applicable Repriced Option’s original expiration date. If any such Repriced Option is exercised prior to the end of the Retention Period, the exercise price per share shall be the original exercise price per share, and not the Reduced Exercise Price. No other changes were made to the Repriced Options as a result of the Option Repricing, including with respect to the vesting schedules or expiration dates of or the number of shares underlying the Repriced Options.

The total number of shares underlying all Repriced Options is approximately 5.2 million shares. The Repriced Options previously had exercise prices ranging from $17.80 to $47.60 per share.

The Repriced Options include underwater options held by the Company’s named executive officers, including the Company’s principal executive officer, as set forth below:

The Board approved the Option Repricing after multiple discussions, careful consideration of various alternatives and a review of other applicable factors with the advice of the Board’s independent compensation consultant. The Board designed the repricing, with the original exercise price applicable during the Retention Period, to provide added incentive to retain and motivate the holders of the Repriced Options to continue to work in the best interests of the Company and its stockholders without incurring the stock dilution resulting from significant additional equity grants or significant additional cash expenditures resulting from additional cash compensation.

In accordance with the terms of the Company’s employment agreement dated July 9, 2025 with Sandy Mahatme, the Company’s Chief Financial Officer, Mr. Mahatme previously received a grant of 694,137 restricted stock units (the “RSU Award”) under the Inducement Plan. In connection with the Option Repricing, the Compensation Committee of the Board approved cancelling the RSU Award and granting Mr. Mahatme an option to purchase 1,388,274 shares of common stock (the “Option Award”) pursuant to the 2021 Plan. The Option Award has an initial exercise price of $17.80 per share, which will automatically reduce to the Reduced Exercise Price for any exercises beginning on the earlier of (i) December 5, 2027 and (ii) a Change in Control during Mr. Mahatme’s Continuous Service (each as defined in the 2021 Plan) with the Company.

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.