SCHEDULE 13D: Forbion Capital Boosts VOR Bio Stake, Appoints Director

Forbion Capital Partners entities have significantly increased their beneficial ownership in VOR Biopharma Inc. to 9.99% and appointed a General Partner to the board of directors.

Summary

• Forbion Capital Partners entities (ForGrowth III PA B.V., Forbion Growth Opportunities Fund III Cooperatief U.A., and Forbion Growth III Management B.V.) collectively report beneficial ownership of 10,237,714 shares of VOR BIOPHARMA INC. Common Stock.
• This represents 9.99% of the class, giving effect to a beneficial ownership limitation.
• The holdings consist of 3,617,354 shares of Common Stock and 6,620,360 shares underlying pre-funded warrants.
• ForGrowth III participated in a June 2025 private placement, purchasing pre-funded warrants for 140,000,000 shares (pre-reverse split) for $35,000,000.
• After a 1-for-20 reverse stock split on September 18, 2025, these warrants represented 7,000,000 shares.
• On September 22, 2025, ForGrowth III exercised 379,640 pre-funded warrants on a cashless basis, resulting in the acquisition of 379,612 shares of Common Stock.
• ForGrowth III also participated in a December 2025 private placement, purchasing 3,237,742 common shares for $34,999,991.
• Wouter Joustra, a General Partner at Forbion Capital, was appointed to VOR Biopharma's board of directors on December 18, 2025.
• The Reporting Persons intend to review their investment and may engage in discussions regarding VOR Biopharma's business, operations, governance, management, strategy, or capitalization.

Sentiment

Score: 7

Explanation: The significant investment by a specialized venture capital firm and the appointment of their General Partner to the board indicate strong confidence and potential for strategic guidance, despite the prior reverse stock split which could be a negative signal.

Positives

• Significant investment by a specialized venture capital firm (Forbion Capital Partners) indicates confidence in VOR Biopharma's future prospects.
• The appointment of Wouter Joustra, a General Partner from Forbion Capital, to the board of directors suggests active engagement and potential strategic guidance for VOR Biopharma.
• The capital raises through the June and December 2025 private placements provided substantial funding to VOR Biopharma, strengthening its financial position.

Negatives

• The 1-for-20 reverse stock split on September 18, 2025, often indicates a need to boost share price, which can be perceived as a negative signal regarding the company's prior market valuation or operational performance.
• Exercisability of the pre-funded warrants is subject to a 9.99% beneficial ownership limitation, meaning some warrants are not immediately exercisable, which could limit immediate flexibility for the investor.

Risks

• The Reporting Persons may engage in discussions with VOR Biopharma's board and management regarding changes to the Issuer's business, operations, governance, management, strategy, or capitalization.
• There is a possibility that the Reporting Persons may consider or propose extraordinary corporate transactions, such as a merger, reorganization, or liquidation, involving VOR Biopharma or its subsidiaries.
• The Reporting Persons may consider or propose a sale or transfer of a material amount of assets of VOR Biopharma or its subsidiaries.
• Potential for changes in the present board of directors or management of VOR Biopharma.
• The Reporting Persons may consider or propose a material change in the present capitalization or dividend policy of VOR Biopharma.
• Potential for other material changes in VOR Biopharma's business or corporate structure.
• Actions may be taken that could impede the acquisition of control of VOR Biopharma by any other person.
• There is a risk that the Reporting Persons could cause VOR Biopharma's securities to be delisted from a national securities exchange or cease to be authorized for quotation.

Future Outlook

The Reporting Persons intend to continuously review their investment in VOR Biopharma based on various factors, including the Issuer's business, financial condition, results of operations, prospects, and general market conditions. They may engage in discussions with management and the board regarding strategic direction, capitalization, and potential corporate actions, and may acquire or dispose of additional securities.

Management Comments

• Wouter Joustra, a General Partner at Forbion Capital, joined VOR Biopharma's board of directors on December 18, 2025.

Industry Context

This filing reflects a significant venture capital investment in the biopharma sector, a common strategy for specialized funds like Forbion Capital Partners to support and potentially guide emerging biotechnology companies. The appointment of a fund's general partner to the board is typical for substantial investors seeking to actively participate in strategic oversight and value creation within their portfolio companies.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• NA

Stakeholder Impact

• Shareholders: Increased institutional ownership and board representation from a venture capital firm may lead to enhanced strategic direction and oversight, potentially impacting long-term value. The prior reverse stock split could have diluted per-share value for some.
• Management: The appointment of a new director from a major investor could lead to increased scrutiny and strategic collaboration or pressure on operational decisions.
• Creditors: The capital raises provide additional funding, potentially strengthening the company's financial position and reducing credit risk.

Next Steps

• VOR Biopharma is obligated to file a registration statement for the resale of shares underlying the June 2025 Pre-Funded Warrants within 30 days of stockholder approval and an amendment to increase authorized shares, aiming for effectiveness within 75 calendar days (if reviewed by SEC) or 5 business days (if not reviewed).
• VOR Biopharma is obligated to file a registration statement for the resale of the December 2025 PIPE Shares within 45 days of the December 2025 Private Placement closing date, aiming for effectiveness within 75 days of initial filing.
• Reporting Persons may engage in discussions with VOR Biopharma's board and management regarding business, operations, governance, management, strategy, or capitalization.
• Reporting Persons may acquire or dispose of additional securities of VOR Biopharma.

Key Dates

Recommendation

The substantial investment by Forbion Capital and the appointment of a General Partner to the board signal strong institutional confidence and potential for strategic value creation. However, the prior reverse stock split and the continuous capital raises suggest the company is still in a high-growth, high-risk phase. Investors should hold to observe the impact of the new capital and board involvement on the company's strategic execution and financial performance before making further commitments.

Keywords

VOR Biopharma, Forbion Capital, Schedule 13D, Beneficial Ownership, Private Placement, Pre-Funded Warrants, Board Appointment, Biopharma Investment, Venture Capital