SCHEDULE: RA Capital Boosts VOR Biopharma Stake to 19.9%

RA Capital Management, L.P. and its affiliates have increased their beneficial ownership in VOR Biopharma Inc. to 19.9% by adjusting warrant exercise limitations.

Summary

• RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the "Reporting Persons") have filed an Amendment No. 12 to their Schedule 13D.
• The Reporting Persons' aggregate beneficial ownership in VOR Biopharma Inc. has increased to 9,023,068 shares of common stock, representing 19.9% of the class.
• This increase is primarily due to the Fund submitting a notice to the Issuer on March 12, 2026, to increase the Maximum Percentage under the Pre-Funded Warrants from 9.99% to 19.99%.
• The increase in the Maximum Percentage will become effective on the 61st day following the delivery of the notice.
• As a result, the Reporting Persons are deemed to beneficially own an additional 3,611,297 shares of common stock, effective March 13, 2026.
• The percentage of class is based on 41,519,840 shares of common stock outstanding as of January 26, 2026, as reported in the Issuer's Form S-3.
• The beneficial ownership includes 5,404,998 shares directly held by the Fund, Common Stock Warrants for up to 1,056,072 shares (subject to a 9.99% blocker), and Pre-Funded Warrants for up to 10,000,000 shares (subject to a 19.99% blocker, currently limited to 9,023,068 shares).
• It also includes vested stock options held by Joshua Resnick (6,190 shares), Sarah Reed (250 shares), and Andrew Levin (166 vested, 167 vesting within 60 days) for the benefit of RA Capital.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive signal, indicating increased conviction from a significant institutional investor in VOR Biopharma's future, which can be interpreted favorably by the market.

Positives

• A significant institutional investor, RA Capital, has increased its beneficial ownership in VOR Biopharma Inc., signaling increased conviction in the company's prospects.
• The adjustment of the Pre-Funded Warrant beneficial ownership blocker from 9.99% to 19.99% allows RA Capital to potentially exercise more warrants and increase its stake further, demonstrating long-term interest.

Future Outlook

RA Capital Healthcare Fund, L.P. has increased the Maximum Percentage under its Pre-Funded Warrants from 9.99% to 19.99%, which will become effective 61 days after March 12, 2026. This action allows for a potential future increase in their direct ownership. The Fund reserves the right to decrease this Maximum Percentage at any time with written notice to the Issuer.

Industry Context

StockSavvy.ai notes that increased institutional ownership, particularly from a specialized healthcare fund like RA Capital, often signals confidence in a biotech company's long-term prospects or pipeline. RA Capital's decision to increase its potential stake in VOR Biopharma suggests a positive outlook on the company's strategic direction or clinical development, potentially differentiating it within the competitive biopharma landscape.

Comparison to Industry Standards

• This filing primarily details a change in beneficial ownership by a major investor, rather than operational or financial performance. Therefore, direct comparisons to industry-standard performance metrics or specific projects of comparable companies are not applicable.
• However, RA Capital Management is a prominent healthcare-focused investment firm. Their significant stake (19.9%) in VOR Biopharma is a substantial position for an institutional investor in a biotech company, often indicating a high level of conviction compared to typical passive index fund holdings.

Stakeholder Impact

• Shareholders: The increased stake by a major institutional investor could be viewed positively, potentially signaling confidence in the company's future and attracting further investment interest.
• Management: Increased institutional ownership may lead to greater oversight or influence from RA Capital, potentially impacting strategic decisions.

Next Steps

• The increase in the Maximum Percentage under the Pre-Funded Warrants will become effective on the 61st day following the notice delivered on March 12, 2026.
• RA Capital Healthcare Fund, L.P. reserves the right to decrease the Maximum Percentage from time to time in the future by written notice to the Issuer.

Key Dates

Recommendation

The increased stake by a prominent healthcare fund like RA Capital suggests strong conviction in VOR Biopharma's long-term prospects, making it a favorable signal for existing shareholders to hold their positions. However, without additional operational or financial updates from VOR Biopharma, a more aggressive recommendation is not warranted based solely on this ownership filing.

Keywords

VOR Biopharma, RA Capital Management, Schedule 13D, beneficial ownership, common stock, warrants, biopharma investment, institutional investor