Form 4: Vor Biopharma Director Joshua Resnick Granted Stock Options Under Compensation Policy

Vor Biopharma Inc. Director Joshua Resnick was granted 30,000 stock options with an exercise price of $0.1868, vesting based on continued service, though he disclaims beneficial ownership as they are held for RA Capital funds.

Summary

• Joshua Resnick, a Director of Vor Biopharma Inc. (VOR), was granted 30,000 stock options on May 22, 2025.
• The stock options have an exercise price of $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, subject to Mr. Resnick's continued service as a director.
• The expiration date for these options is 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., under an arrangement with RA Capital Management, L.P.
• He is obligated to turn over any net cash or stock received from the options to RA Capital Management, L.P., which will offset advisory fees owed by the aforementioned funds.
• Consequently, Mr. Resnick disclaims beneficial ownership of the options and the underlying common stock.

Sentiment

Score: 5

Explanation: The document is a routine SEC Form 4 filing disclosing a stock option grant to a director, which is a standard compensation practice. The disclaimer of beneficial ownership by the director for the benefit of investment funds makes it a neutral event from a direct insider incentive perspective.

Positives

• The grant of 30,000 stock options to Director Joshua Resnick aligns his interests with the company's long-term performance, even if indirectly.
• The options have a long expiration date of May 21, 2035, providing a sustained long-term incentive for the director's continued engagement.

Negatives

• Joshua Resnick disclaims beneficial ownership of the options, as they are held for the benefit of RA Capital funds, which means the direct personal incentive for the director is limited compared to direct personal ownership.

Risks

• The arrangement where the director holds options for the benefit of investment funds (RA Capital) and disclaims beneficial ownership could potentially dilute the direct personal incentive typically associated with stock option grants for directors, which might affect individual alignment.

Future Outlook

The stock options are set to vest and become exercisable on the earlier of May 22, 2026, or the Issuer's next annual meeting of stockholders, contingent on the reporting person's continued service as a director.

Management Comments

• "This option was granted to the Reporting Person 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 the Reporting Person's continued service as a director through such date."
• "Under the Reporting Person's arrangement with RA Capital Management, L.P. (the 'Adviser'), the Reporting Person holds the option for the benefit of the RA Capital Healthcare Fund, L.P. (the 'Fund') and the RA Capital Nexus Fund, L.P. (the 'Nexus Fund')."
• "The Reporting Person is obligated to turn over to the Adviser any net cash or stock received from the option, which will offset advisory fees owed by the Fund and the Nexus Fund to the Adviser."
• "The Reporting Person therefore disclaims beneficial ownership of the option and underlying common stock."

Industry Context

NA

Related Party Transactions

• Joshua Resnick, a director, holds the granted stock options for the benefit of RA Capital Healthcare Fund, L.P. and RA Capital Nexus Fund, L.P., and is obligated to turn over net proceeds to RA Capital Management, L.P., offsetting advisory fees. This arrangement constitutes a related party transaction due to Mr. Resnick's association with RA Capital.

Stakeholder Impact

• Shareholders: Potential future dilution if options are exercised, but also a form of alignment of director interests with company performance, albeit indirectly due to the RA Capital arrangement.
• Management/Directors: The grant represents standard compensation for a non-employee director, subject to vesting conditions and the specific arrangement with RA Capital.

Next Steps

• The stock options will vest and become exercisable on the earlier of May 22, 2026, or the Issuer's next annual meeting of stockholders, contingent on continued service.

Key Dates

Keywords

Vor Biopharma, VOR, Stock Option, Form 4, Insider Transaction, Director Compensation, RA Capital, Equity Grant, Beneficial Ownership