SCHEDULE: RA Capital Reports Dilution in VOR Biopharma Stake to 9.9%
Beneficial Ownership Amendment
RA Capital Management, L.P. and its affiliates filed an Amendment No. 10 to their Schedule 13D, reporting a dilution of their beneficial ownership in VOR Biopharma Inc. to 9.9% following a recent public offering by the issuer.
Summary
- RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the "Reporting Persons") filed Amendment No. 10 to their Schedule 13D.
- The amendment reports a dilution of the Reporting Persons' beneficial ownership in VOR Biopharma Inc.'s common stock.
- The dilution was not due to any acquisition or disposition of securities by the Reporting Persons, but rather due to a public offering by VOR Biopharma Inc.
- The Reporting Persons now beneficially own 2,345,277 shares, representing 9.9% of the common stock outstanding.
- This percentage is calculated based on 10,410,630 shares outstanding as of November 7, 2025, plus 11,500,000 shares issued in a public offering that closed on November 12, 2025.
- Holdings include 779,652 direct shares, warrants for 1,056,072 common stock shares, pre-funded warrants for 10,000,000 shares, and vested stock options for 6,190 shares (Joshua Resnick) and 166 shares (Sarah Reed), plus 167 options for Sarah Reed vesting within 60 days.
- Warrants contain "Beneficial Ownership Blockers" preventing exercise if ownership exceeds 9.99% of outstanding common stock.
- The Fund is currently prohibited from exercising warrants if it would result in beneficial ownership of more than 2,345,277 shares.
Sentiment
Score: 4
Explanation: The sentiment is neutral to slightly negative for the reporting entity due to dilution of their stake, but the underlying event (capital raise for the issuer) is generally positive for the company's financial health. The filing itself is purely factual and regulatory, reporting a change in ownership percentage.
Positives
- VOR Biopharma Inc. successfully completed a public offering of 11,500,000 shares, which typically strengthens the company's capital position.
Negatives
- The Reporting Persons' beneficial ownership percentage in VOR Biopharma Inc. has been diluted to 9.9% due to the issuer's public offering.
Risks
- The "Beneficial Ownership Blockers" in the warrants limit the Reporting Persons' ability to increase their ownership stake beyond 9.99% of the common stock outstanding, potentially restricting future influence or investment.
- The Fund is currently prohibited from exercising warrants if it would result in beneficial ownership of more than 2,345,277 shares, which could limit their ability to fully realize the potential value of their warrant holdings.
Future Outlook
The filing does not provide specific forward-looking statements or guidance from the Reporting Persons or the Issuer, beyond the future vesting of certain stock options.
Industry Context
This filing reflects a common occurrence in the biotechnology and pharmaceutical sectors where early-stage investors, such as venture capital funds like RA Capital, see their ownership percentages diluted as companies raise additional capital through public offerings to fund research, development, and clinical trials. Such capital raises are typical for biopharma companies like VOR Biopharma Inc. as they progress through drug development stages.
Stakeholder Impact
- Shareholders (Reporting Persons): Experience dilution of their percentage ownership in VOR Biopharma Inc.
- Shareholders (New Investors): New investors participated in the public offering, increasing the shareholder base.
- VOR Biopharma Inc.: The public offering provides additional capital, which can support ongoing operations, research, and development, potentially benefiting the company's long-term prospects.
Next Steps
- Sarah Reed's stock options are scheduled to vest within 60 days of the filing date, with 83 shares vesting on January 8, 2026.
Key Dates
| Date | Description |
|---|---|
| February 19, 2021 | Original Schedule 13D filed with the SEC. |
| September 8, 2025 | Start of vesting for Sarah Reed's stock option for 3,000 shares. |
| October 20, 2025 | Previous amendment to Schedule 13D filed. |
| October 27, 2025 | Previous amendment to Schedule 13D filed. |
| October 30, 2025 | Previous amendment to Schedule 13D filed. |
| November 7, 2025 | Date as of which 10,410,630 shares of common stock were outstanding, as reported in the Issuer's 10-Q. |
| November 10, 2025 | Date of the prospectus supplement for VOR Biopharma Inc.'s public offering. |
| November 12, 2025 | Public offering of 11,500,000 shares by VOR Biopharma Inc. closed; prospectus supplement filed with the SEC. |
| November 13, 2025 | Issuer's Quarterly Report on Form 10-Q filed with the SEC. |
| November 14, 2025 | Filing date of this Amendment No. 10 to Schedule 13D. |
| January 8, 2026 | Future vesting date for 83 shares of Sarah Reed's stock option. |
Keywords
VOR Biopharma, RA Capital Management, Schedule 13D/A, Beneficial Ownership, Dilution, Public Offering, Common Stock, Warrants, Pre-Funded Warrants, Biopharma Investment
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