10-Q/A

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM

10-Q/A

Amendment No.

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number:

001-39979

VOR BIOPHARMA INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware		81-1591163
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

100 Cambridgepark Drive, Suite 101 Cambridge, Massachusetts		02140
(Address of principal executive offices)		(Zip Code)

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

655-6580

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	VOR	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☐ No ☒

Number of shares of the registrant’s Common Stock outstanding as of May 3, 2024 was 68,259,602.

EXPLANATORY NOTE

This Amendment No. 1 on Form

10-Q/A

(this “Amendment”) amends the Quarterly Report on Form

10-Q

of Vor Biopharma Inc. (the “Company”) for the quarterly period ended March 31, 2024, filed with the Securities and Exchange Commission on May 9, 2024 (the “Original Filing”). This Amendment is being filed to amend and restate Part II, “Item 5. Other Information” by disclosing a Rule

10b5-1

trading arrangement entered into by our Chief Medical Officer on March 4, 2024, which was inadvertently omitted from the disclosure included in the Original Filing.

In addition, as required by Rule

12b-15

of the Securities and Exchange Act of 1934, as am

ded (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as an exhibit to this Amendment, under Item 6 hereof, pursuant to Rule

13a-14(a)

15d-14(a)

of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation

S-K,

and such disclosure is not otherwise required to be amended given the nature of the reason for this Amendment, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment.

Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in the Original Filing or reflect any events that have occurred after the Original Filing was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time such Original Filing was made. No changes have been made to the financial statements of the Company as contained in the Original Filing. Accordingly, this Amendment should be read together with the Original Filing and the Company’s other filings with the SEC.

PART II—OTHER INFORMATION

Item 5. Other Information

During the quarter ended March 31, 2024, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408, except as follows:

•

On March 4, 2024, Eyal C. Attar, M.D., the Company’s Chief Medical Officer, adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act for the sale of 9,478 shares of common stock between June 3, 2024 and June 30, 2025 (the “Sales Period”) plus up to 36,562 additional shares of common stock that may be acquired by Dr. Attar in connection with the settlement of restricted stock units during the Sales Period, net of shares withheld to satisfy tax withholding obligations, so long as the market price of the Company’s common stock is higher than certain minimum thresholds specified in the trading plan.

Item 6. Exhibits.

Incorporated by Reference

Exhibit
Number

Description

Form

File No.

Exhibit
Number

Filing Date

Filed Herewith

3.1

Amended and Restated Certificate of Incorporation of the Registrant

8-K

001-39979

3.1

February 9, 2021

3.2

Amended and Restated Bylaws of the Registrant

8-K

001-39979

3.2

February 9, 2021

4.1

Form of Common Stock Certificate of the Registrant

S-1/A

333-252175

4.1

February 1, 2021

4.2

Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated June 30, 2020

S-1/A

333-252175

4.2

February 1, 2021

31.1

Certification of Principal Executive and Financial Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1†

Certification of Principal Executive and Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

10-Q

001-39979

32.1

May 9, 2024

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL.

†

The certifications furnished in Exhibit 32.1 hereto are deemed to be furnished with this Quarterly Report on Form 10-Q and will not be deemed to be “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

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 thereunto duly authorized.


	VOR BIOPHARMA INC.

Date: August 8, 2024	By:	/s/ Robert Ang
		Robert Ang
		President and Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

Date: August 8, 2024	By:	/s/ Amy Quinlan
		Amy Quinlan
		Vice President, Finance (Principal Accounting Officer)

Amendment: SEC Form 10-Q/A filed by Vor Biopharma Inc.