VOR: 5AM Ventures Cuts Stake to 3.5%, Sells 1.94M Shares

Q: How many VOR shares did 5AM Ventures sell on 8 July 2025?

They sold 1,938,860 shares (1,400,444 by 5AM Ventures VI and 538,416 by 5AM Opportunities I).

Q: What price range did the VOR shares trade at during the sale?

The shares were sold between $2.40 and $3.00 , with a weighted-average price of $2.4568 .

Q: What is 5AM Ventures鈥� new ownership percentage in Vor Biopharma (VOR)?

Post-sale, the group holds 3.5 % of outstanding shares , totaling 4,422,863 common shares.

Q: Does 5AM Ventures still have insider status at VOR?

No. By dropping below the 5 % beneficial ownership threshold , the group is no longer classified as a Section 16 insider.

Q: Could 5AM Ventures continue selling VOR shares?

Yes. Without the 5 % threshold, future sales will not require Schedule 13D amendments, so additional divestitures may occur without immediate public notice.

[SCHEDULE 13D/A] Vor Biopharma Inc. SEC Filing

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Vor Biopharma Inc. (NASDAQ: VOR) 鈥� Schedule 13D/A Amendment No. 2 filed 9 July 2025

Venture investor 5AM Ventures and related entities disclosed that they reduced their collective beneficial ownership below the 5 % reporting threshold. Following open-market sales on 8 July 2025, the group now controls 4,422,863 common shares, equal to 3.5 % of VOR鈥檚 124,959,520 shares outstanding (per the issuer鈥檚 14 May 2025 10-Q).

Key transaction details: 5AM Ventures VI, L.P. sold 1,400,444 shares and 5AM Opportunities I, L.P. sold 538,416 shares, for a combined 1,938,860 shares at prices ranging from $2.40鈥�$3.00 (weighted-average $2.4568). After the sales, individual holdings are:

5AM Ventures VI, L.P.: 3,194,645 shares (2.6 %) 鈥� shared voting/dispositive power
5AM Opportunities I, L.P.: 1,228,218 shares (1.0 %) 鈥� shared voting/dispositive power
Managing members Andrew J. Schwab & Dr. Kush Parmar share control over the full 4.42 M shares

Implications: The filing confirms that the venture group is no longer classified as an 鈥渋nsider鈥� under the 5 % threshold, potentially reducing governance influence. The sizable sale may create temporary supply pressure, but the funds retain a meaningful 3.5 % position, signalling continued (albeit reduced) exposure to VOR鈥檚 clinical pipeline.

Vor Biopharma Inc. (NASDAQ: VOR) 鈥� 2025雲� 7鞗� 9鞚� 鞝滌稖霅� Schedule 13D/A 靾橃爼鞎� 2順�

氩れ矘韴瀽靷� 5AM Ventures 氚� 甏€霠� 氩曥澑霌れ澊 鞝勳泊鞁れ 靻岇湢歆€攵勳潉 5% 氤搓碃旮办靹� 鞚错晿搿� 欷勳榾鞚�鞚� 瓿店皽頄堨姷雼堧嫟. 2025雲� 7鞗� 8鞚� 瓿店皽鞁滌灔毵る弰頉�, 頃措嫻攴鸽９鞚€ 順勳灛 4,422,863欤� 氤错喌欤茧ゼ氤挫湢頃橁碃鞛堨溂氅�, 鞚措姅 VOR鞚� 齑� 124,959,520欤� 欷� 3.5%鞐� 頃措嫻頃╇媹雼�(氚滍枆靷潣 2025雲� 5鞗� 14鞚� 10-Q 旮办).

欤检殧瓯半灅雮挫棴: 5AM Ventures VI, L.P.臧€ 1,400,444欤茧ゼ, 5AM Opportunities I, L.P.臧€ 538,416欤茧ゼ毵る弰頃橃棳齑� 1,938,860欤茧ゼ欤茧嫻 $2.40~$3.00 臧赌瓴╇寑(臧赌欷戫弶攴� $2.4568)鞐� 毵り皝頄堨姷雼堧嫟. 毵る弰鞚错泟臧滊硠氤挫湢歆€攵勳潃雼れ潓瓿� 臧欖姷雼堧嫟:

5AM Ventures VI, L.P.: 3,194,645欤� (2.6%) 鈥� 瓿惦彊鞚橁舶甓� 氚� 觳橂秳甓岉暅
5AM Opportunities I, L.P.: 1,228,218欤� (1.0%) 鈥� 瓿惦彊鞚橁舶甓� 氚� 觳橂秳甓岉暅
鞖挫榿氅る矂 Andrew J. Schwab 氚� Dr. Kush Parmar臧€ 鞝勳泊 442毵� 欤检棎雽€頃� 韱奠牅甓岇潉瓿奠湢

鞚橂: 鞚措矆鞝滌稖搿� 頃措嫻氩れ矘攴鸽９鞚€ 5% 旮办靹� 鞚错晿搿� "雮措秬鞛�" 攵勲鞐愳劀氩楈柎雮� 瓯半矂雱岇姢鞓來枼霠レ澊臧愳唽頃� 臧€電レ劚鞚� 鞛堨姷雼堧嫟. 雽€攴滊 毵る弰電� 雼赴鞝侅澑瓿店笁鞎曤牓鞚� 鞙犽皽頃� 靾� 鞛堨溂雮�, 韼€霌滊姅鞐爠頌� 3.5%鞚� 鞚橂 鞛堧姅歆€攵勳潉氤挫湢頃橃棳 VOR鞚� 鞛勳儊韺岇澊頂勲澕鞚胳棎雽€頃� 歆€靻嶌爜鞚�(牍勲 於曥唽霅�) 雲胳稖鞚� 鞁滌偓頃╇媹雼�.

Positive

5AM Ventures retains a 3.5 % stake, indicating continued鈥攖hough diminished鈥攃onfidence in VOR鈥檚 prospects
Sales were executed at prevailing market prices ($2.40鈥�$3.00), avoiding a discounted block placement that could have signalled distress

Negative

1.94 M shares sold in one day introduces potential short-term supply pressure on VOR鈥檚 share price
The venture group fell below the 5 % threshold, signalling a reduced strategic commitment and insider influence

Insights

TL;DR: 5AM Ventures sold 1.94 M shares, cutting stake to 3.5 %; insider exit pressure outweighs continued holding.

The amendment documents a material reduction by VOR鈥檚 largest early-stage backer. Moving below 5 % ends Section 16 insider status and may loosen future sale restrictions, paving the way for additional divestiture. The <$3 sale price suggests limited appetite above recent trading levels, which could cap near-term upside. However, 5AM keeps a sizable stake, implying residual confidence in Vor鈥檚 CD33-targeted hematologic pipeline. Overall signal skews negative for sentiment and float dynamics.

TL;DR: Venture fund exit raises float, but overhang partially cleared; neutral-to-slightly negative impact.

1.94 M shares equate to ~1.5 % of shares outstanding鈥攍arge enough to influence short-term trading volumes, yet the orderly open-market execution limits discount risk. Exit below 5 % removes the requirement for future 13D filings; monitoring daily volumes is now essential. For long-term holders, reduced VC influence could lessen potential secondary supply, but the sale also removes a perceived vote of confidence. Net impact: modestly negative near term, neutral longer term pending drug-development catalysts.

Vor Biopharma Inc. (NASDAQ: VOR) 鈥� 2025雲� 7鞗� 9鞚� 鞝滌稖霅� Schedule 13D/A 靾橃爼鞎� 2順�

5AM Ventures VI, L.P.: 3,194,645欤� (2.6%) 鈥� 瓿惦彊鞚橁舶甓� 氚� 觳橂秳甓岉暅
5AM Opportunities I, L.P.: 1,228,218欤� (1.0%) 鈥� 瓿惦彊鞚橁舶甓� 氚� 觳橂秳甓岉暅
鞖挫榿氅る矂 Andrew J. Schwab 氚� Dr. Kush Parmar臧€ 鞝勳泊 442毵� 欤检棎雽€頃� 韱奠牅甓岇潉瓿奠湢

07/09/2025 - 05:00 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

VOR BIOPHARMA INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

929033108

(CUSIP Number)

Lauren A. Daniel
c/o 5AM Venture Management, LLC, 4 Embarcadero Center, Suite 3110
San Francisco, CA, 94111
(415) 993-8570

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/08/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 搂搂 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $0.0001 per share

(b)

Name of Issuer:

VOR BIOPHARMA INC.

(c)

Address of Issuer's Principal Executive Offices:

100 CAMBRIDGEPARK DRIVE, SUITE 101, CAMBRIDGE, MASSACHUSETTS , 02140.

Item 1 Comment:

This Amendment No. 2 (this "Amendment No. 2" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on February 19, 2021, and amended on February 14, 2024 (as amended, the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 2 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.

Item 5.

Interest in Securities of the Issuer

(a)

Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of shares of common stock and percentages of the shares of common stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon 124,959,520 shares of common stock outstanding as of May 8, 2025 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 14, 2025. The Reporting Persons' beneficial ownership of the Issuer's common stock consists of (i) 3,194,645 shares of common stock directly held by 5AM VI and (ii) 1,228,218 shares of common stock directly held by 5AM Opportunities. 5AM Partners VI is the sole general partner of 5AM VI and shares voting and dispositive power over the securities held by 5AM Partners VI. 5AM Opportunities GP is the sole general partner of 5AM Opportunities and shares voting and dispositive power over the securities held by 5AM Opportunities. Schwab and Dr. Parmar are the managing members of each of 5AM Partners VI and 5AM Opportunities GP and share voting and dispositive power over the securities held by each of 5AM VI and 5AM Opportunities.

(b)

Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.

(c)

On July 8, 2025, 5AM VI sold an aggregate of 1,400,444 shares in open market transactions at prices ranging from $2.40 to $3.00 (weighted average sales price of $2.4568 per share). On July 8, 2025, 5AM Opportunities sold an aggregate of 538,416 shares in open market transactions at prices ranging from $2.40 to $3.00 (weighted average sales price of $2.4568 per share). Except as set forth above, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days.

(d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by any of the Reporting Persons.

(e)

The Reporting Persons ceased to be the beneficial owners of more than five percent of the common stock on July 8, 2025.

Item 7.

Material to be Filed as Exhibits.

Exhibit 99.1 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (incorporated by reference to the Original Schedule 13D, filed on February 19, 2021).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

5AM Ventures VI, L.P.

Signature:	/s/ Andrew J. Schwab
Name/Title:	By 5AM Partners VI, LLC, its General Partner, By Andrew J. Schwab, Managing Member
Date:	07/09/2025

5AM Partners VI, LLC

Signature:	/s/ Andrew J. Schwab
Name/Title:	By Andrew J. Schwab, Managing Member
Date:	07/09/2025

5AM Opportunities I, L.P.

Signature:	/s/ Andrew J. Schwab
Name/Title:	By 5AM Opportunities I (GP), LLC, its General Partner, By Andrew J. Schwab, Managing Member
Date:	07/09/2025

5AM Opportunities I (GP), LLC

Signature:	/s/ Andrew J. Schwab
Name/Title:	By Andrew J. Schwab, Managing Member
Date:	07/09/2025

Andrew J. Schwab

Signature:	/s/ Andrew J. Schwab
Name/Title:	Andrew J. Schwab
Date:	07/09/2025

Kush Parmar

Signature:	/s/ Kush Parmar
Name/Title:	Kush Parmar
Date:	07/09/2025

Source:

FAQ

How many VOR shares did 5AM Ventures sell on 8 July 2025?

They sold 1,938,860 shares (1,400,444 by 5AM Ventures VI and 538,416 by 5AM Opportunities I).

What price range did the VOR shares trade at during the sale?

The shares were sold between $2.40 and $3.00, with a weighted-average price of $2.4568.

What is 5AM Ventures鈥� new ownership percentage in Vor Biopharma (VOR)?

Post-sale, the group holds 3.5 % of outstanding shares, totaling 4,422,863 common shares.

Does 5AM Ventures still have insider status at VOR?

No. By dropping below the 5 % beneficial ownership threshold, the group is no longer classified as a Section 16 insider.

Could 5AM Ventures continue selling VOR shares?

Yes. Without the 5 % threshold, future sales will not require Schedule 13D amendments, so additional divestitures may occur without immediate public notice.

AG真人官方

[SCHEDULE 13D/A] Vor Biopharma Inc. SEC Filing

Insights

FAQ

How many VOR shares did 5AM Ventures sell on 8 July 2025?

What price range did the VOR shares trade at during the sale?

What is 5AM Ventures鈥� new ownership percentage in Vor Biopharma (VOR)?

Does 5AM Ventures still have insider status at VOR?

Could 5AM Ventures continue selling VOR shares?

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[SCHEDULE 13D/A] Vor Biopharma Inc. SEC Filing

Insights

Securities Analyst negative

Portfolio Manager neutral

FAQ

How many VOR shares did 5AM Ventures sell on 8 July 2025?

What price range did the VOR shares trade at during the sale?

What is 5AM Ventures鈥� new ownership percentage in Vor Biopharma (VOR)?

Does 5AM Ventures still have insider status at VOR?

Could 5AM Ventures continue selling VOR shares?

NASDAQ:VOR

VOR Rankings

VOR Latest News

VOR Latest SEC Filings

VOR Stock Data