As filed with the U.S. Securities and Exchange Commission on February 9, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Vor Biopharma Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 81-1591163 | |
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) |
100 Cambridgepark Drive Suite 400 Cambridge, Massachusetts 02140 | 02140 | |
| (Address of principal executive offices) | (Zip code) |
2015 Stock Incentive Plan
2021 Equity Incentive Plan
2021 Employee Stock Purchase Plan
Stock Option Awarded Outside Any Plan
(Full titles of the plans)
Robert Ang, M.B.B.S.
President and Chief Executive Officer
Vor Biopharma Inc.
100 Cambridgepark Drive
Suite 400
Cambridge, Massachusetts 02140
(617) 655-6580
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Richard Segal
Charles S. Kim
Divakar Gupta
Cooley LLP
500 Boylston Street
Boston, Massachusetts 02116
(617) 937-2300
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
Common Stock, par value $0.0001 per share | ||||||||
– 2021 Equity Incentive Plan | 3,134,776(2) | $18.00(7) | $56,425,968 | $6,157 | ||||
– 2021 Equity Incentive Plan (Options) | 323,011(3) | $18.00(8) | $5,814,198 | $635 | ||||
– 2021 Employee Stock Purchase Plan | 372,000(4) | $15.30(9) | $5,691,600 | $621 | ||||
– 2015 Stock Incentive Plan (Options) | 4,396,206(5) | $2.32(8) | $10,199,198 | $1,113 | ||||
– Shares issuable upon exercise of an outstanding option granted outside any plan | 294,117(6) | $28.29(8) | $8,320,570 | $908 | ||||
Total | 8,520,110 | $86,451,534 | $9,434 | |||||
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| (1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s common stock that become issuable under the Registrant’s 2021 Equity Incentive Plan (the “2021 Plan”), the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”), the Registrant’s 2015 Stock Incentive Plan, as amended (the “2015 Plan”), and the option referenced in Footnote 6 by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s common stock, as applicable. |
| (2) | Represents 2,699,062 shares reserved for future issuance pursuant to stock options, restricted stock unit awards (“RSUs”) and other awards under the 2021 Plan, plus 66,162 shares of common stock that were reserved but not issued pursuant to any awards granted under the 2015 Plan and were not subject to any awards granted thereunder as of the effective date of the 2021 Plan plus 369,552 shares of restricted common stock issued upon the early exercise of options granted under the 2015 Plan that are subject to a right of repurchase in favor of the Registrant. The number of shares reserved for issuance under the 2021 Plan will automatically increase on January 1st each year, starting on January 1, 2022, and continuing through January 1, 2031, by the lesser of (a) four percent (4%) of the total number of shares of the Registrant’s common stock outstanding on December 31st of the immediately preceding calendar year and (b) a number determined by the Registrant’s board of directors. The number of shares of common stock reserved for issuance under the 2021 Plan will also be increased by any shares of common stock subject to awards outstanding under the 2015 Plan that (i) terminate or expire prior to exercise or settlement; (ii) are not issued because the award is settled in cash; (iii) are forfeited because of the failure to vest; or (iv) are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price, subject to the maximum limit set forth in the 2021 Plan. |
| (3) | Represents shares of the Common Stock reserved for issuance upon the exercise of outstanding options granted under the 2021 Plan. |
| (4) | Represents shares of common stock reserved for future issuance under the 2021 ESPP. The number of shares reserved for issuance under the 2021 ESPP will automatically increase on January 1st of each year, starting on January 1, 2022 and continuing through January 1, 2031, by the lesser of (a) one percent (1%) of the total number of shares of the Registrant’s capital stock outstanding on December 31st of the preceding calendar year, (b) 1,800,000 shares of common stock or (c) a number determined by the Registrant’s board of directors. |
| (5) | Represents shares of common stock issuable upon exercise of stock options outstanding under the 2015 Plan as of the date of this Registration Statement. Any stock options outstanding under the 2015 Plan that (i) terminate or expire prior to exercise; (ii) are not issued because the award is settled in cash; (iii) are forfeited because of the failure to vest; or (iv) are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price, will become available for issuance as shares of common stock under the 2021 Plan, subject to the maximum limit set forth in the 2021 Plan. |
| (6) | Represents shares of common stock issuable upon exercise of stock options outstanding granted outside of any plan. |
| (7) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of the initial public offering price of $18.00 per share of common stock as set forth in the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-252175), declared effective on February 4, 2021. |
| (8) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of the weighted-average exercise price for such options. |
| (9) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of the initial public offering price of $18.00 per share of common stock as set forth in the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-252175), declared effective on February 4, 2021, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2021 ESPP. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).
PART II
| ITEM 3. | INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE |
The following documents filed by Vor Biopharma Inc. (the “Registrant”) with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:
(a) The Registrant’s prospectus filed on February 8, 2021 pursuant to Rule 424(b) under the Securities Act relating to the Registration Statement on Form S-1, as amended (File No. 333-252175), which contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed.
(b) The Registrant’s Current Report on Form 8-K filed on February 9, 2021 (File No. 001-39979).
(c) The description of the Registrant’s common stock which is contained in a registration statement on Form 8-A filed on February 1, 2021 (File No. 001-39979) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
(d) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| ITEM 4. | DESCRIPTION OF SECURITIES |
Not applicable.
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| ITEM 5. | INTERESTS OF NAMED EXPERTS AND COUNSEL |
As of the date of the date hereof, GC&H Investments, LLC and GC&H Investments, a California partnership, which are entities beneficially owned by current and former partners and associates of Cooley LLP, counsel to the Registrant, beneficially hold an aggregate of 70,701 shares of the Registrant’s Common Stock.
| ITEM 6. | INDEMNIFICATION OF DIRECTORS AND OFFICERS |
Section 145 of the Delaware General Corporation Law (the “DGCL”) authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act. The Registrant’s amended and restated certificate of incorporation that became effective upon the closing of the Registrant’s initial public offering permits indemnification of the Registrant’s directors, officers, employees and other agents to the maximum extent permitted by the DGCL, and the Registrant’s amended and restated bylaws that became effective upon the closing of the Registrant’s initial public offering provide that the Registrant will indemnify its directors and executive officers and permit the Registrant to indemnify its other officers, employees and other agents, in each case to the maximum extent permitted by the DGCL.
The Registrant has entered into indemnification agreements with its directors and officers, whereby it has agreed to indemnify its directors and officers to the fullest extent permitted by law, including indemnification against expenses and liabilities incurred in legal proceedings to which the director or officer was, or is threatened to be made, a party by reason of the fact that such director or officer is or was a director, officer, employee or agent of the Registrant, provided that such director or officer acted in good faith and in a manner that the director or officer reasonably believed to be in, or not opposed to, the best interest of the Registrant. At present, there is no pending litigation or proceeding involving a director or officer of the Registrant regarding which indemnification is sought, nor is the registrant aware of any threatened litigation that may result in claims for indemnification.
The Registrant maintains insurance policies that indemnify its directors and officers against various liabilities arising under the Securities Act and the Exchange Act that might be incurred by any director or officer in his or her capacity as such.
| ITEM 7. | EXEMPTION FROM REGISTRATION CLAIMED. |
Not applicable.
| ITEM 8. | EXHIBITS |
Incorporated by Reference | ||||||||||||||
| Exhibit Number | Description | Schedule | File Number | Exhibit | Filing Date | |||||||||
| 4.1 | Amended and Restated Certificate of Incorporation of the Registrant. | 8-K | 001-39979 | 3.1 | February 9, 2021 | |||||||||
| 4.2 | Amended and Restated Bylaws of the Registrant. | 8-K | 001-39979 | 3.2 | February 9, 2021 | |||||||||
| 4.3 | Form of Common Stock Certificate of the Registrant. | S-1 | 333-252175 | 4.1 | February 1, 2021 | |||||||||
| 4.4 | 2015 Stock Incentive Plan and Forms of Option Grant Agreements, Exercise Notices and Restricted Stock Agreements. | S-1 | 333-252175 | 10.5 | January 15, 2021 | |||||||||
| 4.5 | 2021 Equity Incentive Plan and Forms of Stock Option Grant Notice, Stock Option Agreement, Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement. | S-1 | 333-252175 | 10.6 | February 1, 2021 | |||||||||
| 4.6 | 2021 Employee Stock Purchase Plan. | S-1 | 333-252175 | 10.7 | February 1, 2021 | |||||||||
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| * | Filed herewith |
| ITEM 9. | UNDERTAKINGS |
| 1. | The undersigned registrant hereby undertakes: |
| (a) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
| (b) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
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| 2. | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| 3. | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
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Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on February 9, 2021.
| VOR BIOPHARMA INC. | ||
| By: | /s/ Robert Ang | |
| Robert Ang, M.B.B.S. | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert Ang and Nathan Jorgensen, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Robert Ang Robert Ang, M.B.B.S | President, Chief Executive Officer and Director (Principal Executive Officer) | February 9, 2021 | ||
/s/ Nathan Jorgensen Nathan Jorgensen, Ph.D. | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | February 9, 2021 | ||
/s/ Daniella Beckman Daniella Beckman | Director | February 9, 2021 | ||
/s/ David C. Lubner David C. Lubner | Director | February 9, 2021 | ||
/s/ Sven (Bill) Ante Lundberg Sven (Bill) Ante Lundberg, M.D. | Director | February 9, 2021 | ||
/s/ Kush M. Parmar Kush M. Parmar, M.D., Ph.D. | Director | February 9, 2021 | ||
/s/ Matthew Patterson Matthew Patterson | Director | February 9, 2021 | ||
/s/ Joshua Resnick Joshua Resnick, M.D | Director | February 9, 2021 | ||
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