Item 1.01 Entry into a Material Definitive Agreement.
On December 26, 2024, Vor Biopharma Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Investors”), pursuant to which the Company, in a private placement, agreed to issue and sell to the Investors an aggregate of (i) 55,871,260 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) and (ii) accompanying warrants (the “Common Stock Warrants” and together with the Shares, the “Securities”) to purchase up to 69,839,075 shares of Common Stock (the “Warrant Shares”), at a price per Share and Common Stock Warrant of $0.99425, for gross proceeds of approximately $55.6 million (the “Private Placement”). The Purchase Agreement contains customary representations and warranties of the Company, on the one hand, and the Investors, on the other hand, and customary conditions to closing. The closing of the Private Placement is expected to occur on December 30, 2024.
Each Common Stock Warrant has an exercise price of $0.838 per Warrant Share. The Common Stock Warrants will be exercisable immediately and will expire seven years from the date of issuance. A holder (together with its affiliates and other attribution parties) may not exercise any portion of a Common Stock Warrant to the extent that immediately prior to or after giving effect to such exercise the holder would own more than 9.99% of the Company’s outstanding Common Stock immediately after exercise, which percentage may be changed at the holder’s election to any other percentage not in excess of the lower of (i) 49.99% or (ii) such percentage that, if the Common Stock Warrant was exercised to the fullest extent, would not result in a change of control under Nasdaq Stock Market Listing Rule 5635(b) or any successor rule, upon 61 days’ notice to the Company, subject to the terms of the Common Stock Warrants.
Stifel, Nicolaus & Company (“Stifel”) is acting as sole placement agent for the Private Placement. The Company has agreed to pay Stifel customary placement fees in its capacity as placement agent for the sale of Securities to investors other than RA Capital Management, L.P. or its affiliates. The Company intends to use the net proceeds from the Private Placement to fund clinical and preclinical development of its pipeline candidates and for general corporate purposes.
In connection with the Private Placement, the Company also entered into a Registration Rights Agreement, dated December 26, 2024 (the “Registration Rights Agreement”) with the Investors. Pursuant to the terms of the Registration Rights Agreement, the Company is obligated to prepare and file with the Securities and Exchange Commission a registration statement on Form S-3 (the “Registration Statement”) to register for resale the Shares and the Warrant Shares within 30 days of the closing date of the Private Placement and to use its reasonable efforts to have the Registration Statement declared effective within 75 days of the initial filing date of the Registration Statement, subject to extension under the terms of the Registration Rights Agreement.
The foregoing descriptions of the Purchase Agreement, Common Stock Warrants and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Purchase Agreement, the form of Common Stock Warrant and the form of Registration Rights Agreement, which are filed as Exhibits 10.1, 4.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
The representations, warranties and covenants contained in the Purchase Agreement and the Registration Rights Agreement were made solely for the benefit of the parties to the Purchase Agreement and the Registration Rights Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement and the Registration Rights Agreement are incorporated herein by reference only to provide investors with information regarding the terms of the Purchase Agreement and the Registration Rights Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosures set forth in Item 1.01 above regarding the Private Placement are incorporated into this Item 3.02.
The Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act. Each of the Investors has represented that it is a “qualified institutional buyer,” as defined in Rule 144A under the Securities Act, that it is purchasing the Securities solely for the Investor’s own account and not for the account of others,
