Form 4: RA Capital Affiliates Report Director Stock Option Grant in Vor Biopharma Inc.

RA Capital Management and its affiliated funds have reported the grant of 30,000 stock options to director Joshua Resnick in Vor Biopharma Inc. as part of the company's non-employee director compensation policy.

Summary

• RA Capital Management, L.P., along with its affiliated funds (RA Capital Healthcare Fund, L.P. and RA Capital Nexus Fund, L.P.) and managing members Peter Kolchinsky and Rajeev Shah, have filed a Form 4 regarding Vor Biopharma Inc. (VOR).
• The filing reports the acquisition of 30,000 stock options by Joshua Resnick, a director of Vor Biopharma Inc. and a Managing Partner of RA Capital Management, L.P.
• These options were granted on May 22, 2025, pursuant to Vor Biopharma's non-employee director compensation policy.
• The exercise price for these options is $0.1868 per share.
• The options vest and become exercisable on the earlier of May 22, 2026, or the Issuer's next annual meeting of stockholders following the grant date, contingent on Mr. Resnick's continued service as a director.
• The options have an expiration date of May 21, 2035.
• Mr. Resnick holds these options for the benefit of RA Capital Healthcare Fund, L.P. and RA Capital Nexus Fund, L.P., and is obligated to turn over any net cash or stock received upon exercise to RA Capital Management, L.P., which will offset advisory fees owed by the funds.
• The reporting persons (RA Capital Management, L.P., its funds, and managing members) disclaim beneficial ownership of the option and underlying common stock, except to the extent of their respective pecuniary interest.

Sentiment

Score: 5

Explanation: Neutral, as it reports a routine compensation event for a director, which is standard practice and does not indicate significant positive or negative operational news or changes in company fundamentals.

Positives

• The grant of stock options aligns the interests of director Joshua Resnick and, indirectly, RA Capital's funds, with the long-term performance of Vor Biopharma Inc. shareholders.
• This is a standard component of non-employee director compensation, indicating adherence to established corporate governance practices.

Risks

• The reporting persons disclaim beneficial ownership of the option and underlying common stock, except to the extent of their pecuniary interest, which is a legal nuance rather than a direct business risk.

Future Outlook

The stock options granted to director Joshua Resnick are subject to vesting on the earlier of May 22, 2026, or the Issuer's next annual meeting of stockholders following the grant date, contingent on his continued service.

Management Comments

• "This option was granted to Joshua Resnick pursuant to the Issuer's non-employee director compensation policy."
• "The shares underlying the option vest and become exercisable on the earlier of (i) May 22, 2026 or (ii) the Issuer's next annual meeting of stockholders following the grant date, in each case, subject to Mr. Resnick's continued service as a director through such date."
• "Under Mr. Resnick's arrangement with the Adviser, Mr. Resnick holds the option for the benefit of the Fund and the Nexus Fund. Mr. Resnick is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund and the Nexus Fund to the Adviser."
• "The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock."

Industry Context

This filing represents a routine compensation event for a non-employee director in the biopharmaceutical industry, a common practice to incentivize and retain board members by aligning their financial interests with the company's long-term success.

Related Party Transactions

• Joshua Resnick, a director of Vor Biopharma Inc. and a Managing Partner of RA Capital Management, L.P., holds the granted stock options for the benefit of RA Capital Healthcare Fund, L.P. and RA Capital Nexus Fund, L.P.
• Mr. Resnick is obligated to transfer any net cash or stock received from the option exercise to RA Capital Management, L.P., which will then offset advisory fees owed by the aforementioned funds to RA Capital Management, L.P.

Stakeholder Impact

• Shareholders: The option grant aligns the interests of a key director with shareholder value creation, as the options gain value if the stock price increases.
• Employees: No direct impact on general employees is indicated by this filing.
• RA Capital Management and its Funds: The arrangement ensures that the economic benefit of the director's compensation flows back to the funds, potentially reducing advisory fees.

Next Steps

• The stock options will vest and become exercisable on the earlier of May 22, 2026, or Vor Biopharma Inc.'s next annual meeting of stockholders following the grant date, provided Mr. Resnick continues his service as a director.

Key Dates

Keywords

Vor Biopharma Inc., VOR, RA Capital Management, SEC Form 4, stock options, director compensation, beneficial ownership, insider transaction, biopharma, healthcare investment