VOR BIOPHARMA INC.
9.99%
10,237,714
1817229
929033207
Dec 17, 2025
Dec 23, 2025, 04:05 PM
Reporting Persons (3)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| ForGrowth III PA B.V. | Other | 9.99% | 10,237,714 | 0 | 10,237,714 |
| Forbion Growth Opportunities Fund III Cooperatief U.A. | Other | 9.99% | 10,237,714 | 0 | 10,237,714 |
| Forbion Growth III Management B.V. | Other | 9.99% | 10,237,714 | 0 | 10,237,714 |
Disclosure Items (7)
Common Stock, $0.0001 par value per share
VOR BIOPHARMA INC.
500 BOYLSTON STREET, BOSTON, MA, 02116
This statement is being filed by ForGrowth III PA B.V. ("ForGrowth III"), Forbion Growth Opportunities Fund III Cooperatief U.A. ("Forbion Growth III COOP") and Forbion Growth III Management B.V. ("Forbion Growth III"). Forbion Growth III COOP is the sole shareholder of ForGrowth III, and Forbion Growth III is the director of each of ForGrowth III and Forbion Growth III COOP. ForGrowth III, Forbion Growth III COOP and Forbion Growth III are sometimes referred to collectively as the "Reporting Persons".
The address of the principal business and principal office of each of the Reporting Persons is c/o Forbion Capital Partners, Gooimeer 2-35, 1411 DC Naarden, The Netherlands.
The principal business of the Reporting Persons is venture capital investments.
During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Each of the Reporting Persons is organized under the laws of the Netherlands.
June 2025 Securities Purchase Agreement On June 25, 2025, the Issuer entered into a securities purchase agreement (the "June 2025 Securities Purchase Agreement") with certain accredited investors (the "June 2025 PIPE Investors"), including ForGrowth III, pursuant to which the Issuer agreed to issue and sell to the June 2025 PIPE Investors in a private placement (the "June 2025 Private Placement") Pre-Funded Warrants to purchase shares of common stock at a price of $0.25 per Pre-Funded Warrant. The June 2025 Private Placement closed on June 27, 2025. ForGrowth III purchased Pre-Funded Warrants exercisable for up to 140,000,000 shares of Common Stock in the June 2025 Private Placement, for total consideration of $35,000,000, using funds from working capital. On September 18, 2025, the Issuer effected a 1-for-20 reverse split of the outstanding shares of Common Stock (the "Reverse Stock Split"). After giving effect to the Reverse Stock Split, ForGrowth III held Pre-Funded Warrants to purchase an aggregate of 7,000,000 shares of Common Stock at an adjusted exercise price of $0.002 per share. The Pre-Funded Warrants became exercisable on September 18, 2025 upon approval by the Issuer's stockholders of the issuance of the shares of Common Stock underlying the Pre-Funded Warrants and after giving effect to the Reverse Stock Split. However, exercisability of the Pre-Funded Warrants is subject to a beneficial ownership limitation of 9.99% of the number of shares of Common Stock to be outstanding immediately after giving effect to the issuance of the shares issuable upon exercise (the "Beneficial Ownership Limitation"). The foregoing descriptions of the June 2025 Securities Purchase Agreement and Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to the June 2025 Securities Purchase Agreement and the Form of Pre-Funded Warrant, copies of which are filed as Exhibits 99.2 and 99.3, respectively, and incorporated by reference herein. On September 22, 2025, ForGrowth III exercised an aggregate of 379,640 Pre-Funded Warrants on a cashless basis, resulting in the acquisition of 379,612 shares of Common Stock. December 2025 Securities Purchase Agreement On December 15, 2025, the Issuer entered into a securities purchase agreement (the "December 2025 Securities Purchase Agreement") with certain investors (the "December 2025 PIPE Investors"), including ForGrowth III, pursuant to which the Issuer agreed to issue and sell to the December 2025 PIPE Investors in a private placement (the "December 2025 Private Placement") an aggregate of 13,876,032 shares of the Issuer's common stock at a price per share of $10.81 (the "December 2025 PIPE Shares"). The December 2025 Private Placement closed on December 18, 2025. ForGrowth III purchased 3,237,742 December 2025 PIPE shares, for total consideration of $34,999,991, using funds from working capital. The foregoing description of the December 2025 Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the December 2025 Securities Purchase Agreement, a copy of which is filed as Exhibit 99.4 hereto and incorporated by reference herein.
The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. ForGrowth III is the direct holder of (i) 3,617,354 shares of Common Stock and (ii) 6,620,360 shares of Common Stock underlying Warrants. Forbion Growth III COOP, the sole shareholder of ForGrowth III, and Forbion Growth III, as director of each of ForGrowth III and Forbion Growth III COOP, may be deemed to have voting and investment power over the shares beneficially owned by ForGrowth III.
The Reporting Persons may be deemed to beneficially own 9.99% of the outstanding Common Stock of the Issuer after giving effect to the Beneficial Ownership Limitation described in Item 3.
Information with respect to all transactions in the shares of Common Stock beneficially owned by the Reporting Persons that were effected during the past sixty days is set forth in Item 3 and incorporated herein by reference.
Not applicable.
Not applicable.
The information contained in Items 3 and 4 of the Schedule 13D is incorporated by reference into this Item 6. June 2025 Registration Rights Agreement On June 25, 2025, the Issuer entered into a registration rights agreement (the "June 2025 Registration Rights Agreement") with certain investors, including ForGrowth III. Pursuant to the terms of the June 2025 Registration Rights Agreement, the Issuer agreed to file a registration statement to register for resale the shares of Common Stock underlying Pre-Funded Warrants within 30 days of the approval by the Issuer's stockholders of the issuance of such shares and an amendment to the Issuer's certificate of incorporation that has the effect of increasing the number of authorized but unissued shares of common stock, and to use reasonable best efforts to have the registration statement declared effective at the earliest possible date but no later than the earlier of (a) the 75th calendar day following the initial filing date of the registration statement if the SEC notifies the Issuer that it will review the registration statement and (b) the fifth business day after the date the SEC notifies the Issuer that the registration statement will not be reviewed or be subject to further review. The June 2025 Registration Rights Agreement provides for liquidated damages payable to the Investors if the Issuer fails to meet certain filing or effectiveness deadlines, subject to specified caps. The June 2025 Registration Rights Agreement includes customary provisions regarding payment of fees and expenses and indemnification. The foregoing description of the June 2025 Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the June 2025 Registration Rights Agreement, a copy of which is filed as Exhibit 99.5 hereto and incorporated by reference herein. December 2025 Registration Rights Agreement On December 15, 2025, the Issuer entered into a registration rights agreement (the "December 2025 Registration Rights Agreement") with the December 2025 PIPE Investors, pursuant to which the Issuer agreed to register for resale the December 2025 PIPE Shares held by the December 2025 PIPE Investors (the "December 2025 Registrable Securities"). Under the December 2025 Registration Rights Agreement, the Issuer has agreed to file a registration statement (the "December 2025 Registration Statement") covering the resale of the December 2025 Registrable Securities within 45 days of the closing date of the December 2025 Private Placement and to use its reasonable best efforts to cause such registration statement declared effective as soon as possible, but no later than 75 days after the initial filing date of the December 2025 Registration Statement, subject to extension under the terms of the December 2025 Registration Rights Agreement. The December 2025 Registration Rights Agreement provides for liquidated damages payable to the Investors if the Issuer fails to meet certain filing or effectiveness deadlines, subject to specified caps. The December 2025 Registration Rights Agreement includes customary provisions regarding payment of fees and expenses and indemnification. The foregoing description of the December 2025 Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the December 2025 Registration Rights Agreement, a copy of which is filed as Exhibit 99.6 hereto and incorporated by reference herein.
Exhibit 99.1: Joint Filing Agreement (filed herewith). Exhibit 99.2: Form of June 2025 Securities Purchase Agreement (incorporated by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed on June 26, 2025). Exhibit 99.3: Form of Pre-Funded Warrant (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on June 26, 2025). Exhibit 99.4: Form of December 2025 Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on December 18, 2025). Exhibit 99.5: Form of June 2025 Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Issuer's Current Report on Form 8-K filed on June 26, 2025). Exhibit 99.6: Form of December 2025 Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed on December 18, 2025).