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    SEC Form 8-K filed by Vor Biopharma Inc.

    5/23/25 4:05:25 PM ET
    $VOR
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $VOR alert in real time by email
    8-K
    false 0001817229 --12-31 0001817229 2025-05-22 2025-05-22
     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d)

    of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): May 22, 2025

     

     

    Vor Biopharma Inc.

    (Exact name of registrant as specified in its Charter)

     

     

     

    Delaware   001-39979   81-1591163

    (State or Other Jurisdiction

    of Incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

     

    100 Cambridgepark Drive  
    Suite 101  
    Cambridge, Massachusetts   02140
    (Address of Principal Executive Offices)   (Zip Code)

    Registrant’s telephone number, including area code: (617) 655-6580

     

    (Former Name or Former Address, if Changed Since Last Report)

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading
    Symbol(s)

     

    Name of each exchange

    on which registered

    Common Stock, $0.0001 par value per share   VOR   Nasdaq Global Select Market

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☒

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     
     


    Item 5.03

    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

    On May 22, 2025, Vor Biopharma Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock (“Common Stock”) from 400,000,000 to 800,000,000. The increase in the authorized number of shares of the Common Stock was effected pursuant to a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on May 22, 2025 and was effective as of such date. The foregoing description is qualified in its entirety by the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

     

    Item 5.07

    Submission of Matters to a Vote of Security Holders.

    At the Annual Meeting, the Company’s stockholders voted on the three proposals set forth below. There were 73,237,222 shares of Common Stock represented at the Annual Meeting by valid proxies or voted at the Annual Meeting, which was approximately 58.7 % of the shares of Common Stock entitled to vote at the Annual Meeting. A more detailed description of each proposal is set forth in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 8, 2025 (as revised by the Company’s revised proxy statement filed with the Securities and Exchange Commission on April 30, 2025).

    Proposal 1 – Election of Two Class I Directors

    Matthew Patterson and Daniella Beckman were each elected to serve as a member of the Company’s Board of Directors (the “Board”) until the 2028 Annual Meeting of Stockholders and until his or her successor is duly elected or qualified, or, if sooner, until the director’s death, resignation or removal, by the following votes:

     

    Nominee

       Votes For      Votes Withheld      Broker Non-Votes  

    Matthew Patterson

         53,425,286        7,985,245        11,826,691  

    Daniella Beckman

         52,730,527        8,680,004        11,826,691  

    Proposal 2 – Amendment to the Amended and Restated Certificate of Incorporation

    The stockholders approved the Certificate of Amendment by the following votes:

     

    Votes For

     

    Votes Against

     

    Abstentions

    65,494,673   7,657,942   84,607

    Proposal 3 – Ratification of Selection of Independent Registered Public Accounting Firm

    The stockholders ratified the selection by the Audit Committee of the Board of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, by the following votes:

     

    Votes For

     

    Votes Against

     

    Abstentions

    73,065,960   71,039   100,223


    Item 9.01

    Financial Statements and Exhibits.

    (d) Exhibits

     

    Exhibit
    Number

      

    Exhibit Description

    3.1    Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company
    104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

     


    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

    Vor Biopharma Inc.
    By:  

    /s/ Robert Ang

      Robert Ang
      Chief Executive Officer

    Date: May 23, 2025

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