Form 4: RA Capital Warrants Exercisable in Vor Biopharma

Pre-funded warrants held by RA Capital Management and its affiliates for Vor Biopharma Inc. became exercisable on September 18, 2025, making them reportable under Section 16.

Summary

• RA Capital Management, L.P. and its affiliates, including RA Capital Healthcare Fund, L.P. and RA Capital Nexus Fund, L.P., along with Peter Kolchinsky and Rajeev Shah, reported a change in beneficial ownership for Vor Biopharma Inc.
• The filing concerns 10,000,000 Pre-Funded Warrants (Right to Buy) that became exercisable on September 18, 2025.
• These warrants were originally acquired on June 27, 2025, but their exercisability was conditional on stockholder approval and an amendment to the Issuer's certificate of incorporation, which was satisfied on September 18, 2025.
• Each warrant has an exercise price of $0.002 and underlies one share of Common Stock.
• The derivative security (warrant) was valued at $5.
• The reporting persons beneficially own 10,000,000 derivative securities following this transaction, held indirectly by RA Capital Healthcare Fund, L.P.
• There is no expiration date for these Pre-Funded Warrants.
• Exercise of the warrants is subject to a 9.99% beneficial ownership limitation, preventing the reporting persons from exceeding this threshold of Vor Biopharma's outstanding common stock.
• Peter Kolchinsky and Rajeev Shah are managing members of RA Capital Management GP, LLC, the general partner of RA Capital Management, L.P.
• Sarah Reed, General Counsel of RA Capital Management, L.P., serves on Vor Biopharma's board of directors.

Sentiment

Score: 6

Explanation: The filing reports a planned event (warrants becoming exercisable) for a significant investor, which is generally neutral to slightly positive as it indicates a step forward in a pre-existing investment. There are no new positive or negative operational developments.

Positives

• The satisfaction of the exercisability condition for 10,000,000 Pre-Funded Warrants indicates a planned progression towards potential equity conversion by a significant institutional investor.
• The warrants have no expiration date, providing long-term flexibility for the holders.
• The continued involvement of RA Capital Management, a prominent healthcare investor, as a 10% owner and with board representation (Peter Kolchinsky, Rajeev Shah, and Sarah Reed) suggests ongoing strategic interest in Vor Biopharma.

Risks

• The exercise of the 10,000,000 Pre-Funded Warrants could lead to future dilution for existing shareholders if and when they are converted into common stock.
• The 9.99% beneficial ownership limitation restricts the immediate full exercise of the warrants if it would cause the reporting persons' aggregate ownership to exceed this threshold.

Future Outlook

The Pre-Funded Warrants have no expiration date, indicating a long-term investment horizon for RA Capital Management and its affiliates in Vor Biopharma Inc. The potential future exercise of these warrants, subject to the 9.99% ownership limitation, represents a future increase in the reporting persons' direct equity stake.

Management Comments

• Each of the Adviser, the Adviser GP, the Fund, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.
• Ms. Sarah Reed, General Counsel of the Adviser, serves on the Issuer's board of directors.

Industry Context

This filing highlights continued investment and strategic involvement by a major institutional investor, RA Capital Management, in the biopharmaceutical sector, specifically in Vor Biopharma Inc. Such disclosures are common for venture capital and hedge funds that take significant stakes and board positions in emerging biotech companies, signaling confidence in the company's long-term potential.

Related Party Transactions

• The Pre-Funded Warrants transaction involves RA Capital Management, L.P. and its affiliates, who are considered related parties due to their status as 10% owners and having board representation (Peter Kolchinsky, Rajeev Shah, and Sarah Reed) in Vor Biopharma Inc.

Stakeholder Impact

• Shareholders: Potential for future dilution if the 10,000,000 Pre-Funded Warrants are exercised into common stock. However, the continued significant investment and board representation by RA Capital Management may be viewed as a positive signal of confidence.
• Company (Vor Biopharma Inc.): The satisfaction of the exercisability condition for these warrants means a major investor is closer to converting their investment into direct equity, potentially strengthening the shareholder base.

Next Steps

• The reporting persons may choose to exercise the Pre-Funded Warrants into common stock at any time, subject to the 9.99% beneficial ownership limitation.

Key Dates

Keywords

Vor Biopharma, VOR, RA Capital Management, Pre-Funded Warrants, SEC Form 4, Beneficial Ownership, Derivative Securities, Biopharma Investment, Institutional Investor