Vor Biopharma Inc.

For the period ended Aug 25, 2025. Filed Aug 8, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Aug 25, 2025 · Filed Aug 8, 2025

VOR$19.88+6.5%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Cover page

Show cover page

DEF 14A 1 ny20051455x2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

P.O. Box 380121

Cambridge, Massachusetts 02238

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON AUGUST 25, 2025

Dear Stockholder:

We are pleased to invite you to attend the special meeting of stockholders (the “Special Meeting”) of Vor Biopharma Inc., a Delaware corporation (“Vor Bio” or the “Company”). The Special Meeting will be held solely virtually, via live audio webcast at www.virtualshareholdermeeting.com/VOR2025SM originating from Cambridge, Massachusetts, on August 25, 2025 at 12:00 p.m. Eastern Time. You will not be able to attend the Special Meeting in person. The logistics of the virtual meeting are discussed more fully in the attached Proxy Statement. The Special Meeting will be held for the following purposes:

1.	To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of common stock, par value $0.0001 per share (the “common stock”), issuable by the Company upon exercise of the Warrants (as defined in the Proxy Statement) (the “Issuance Proposal”);

To approve a series of alternate amendments to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to effect, at the option of our board of directors (the “Board”), a reverse stock split of our common stock into a lesser number of outstanding shares at a ratio in the range of 1-for-5 to 1-for-30, inclusive, with such ratio to be determined by our Board in its sole discretion (the “Reverse Stock Split Proposal”);

To approve the amendment and restatement of the Company’s Amended and Restated 2021 Equity Incentive Plan to, among other things, (i) increase the number of shares of the Company’s common stock reserved for issuance thereunder by 25,000,000 shares and (ii) decrease the number of shares that will automatically be added to the share reserve thereunder on January 1 of each calendar year from five percent (5%) to four percent (4%) of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year through and including calendar year 2035 (the “Equity Plan Proposal”); and

4.	To conduct any other business properly brought before the meeting or any adjournment or postponement thereof.

These items of business are more fully described in the Proxy Statement accompanying this notice. The record date for the Special Meeting is July 28, 2025. Only stockholders of record at the close of business on that date are entitled to notice of and may vote at the Special Meeting or any adjournment thereof.

Your vote is extremely important, regardless of the number of shares you own. Whether or not you plan to attend the Special Meeting, we ask that you promptly sign, date and return the enclosed proxy card in the envelope provided, or submit your proxy by telephone or over the internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card. If your shares of common stock are held in “street name” by your broker, bank or other nominee, you should instruct your broker, bank or other nominee on how to vote your shares of common stock using the instructions provided by your broker, bank or other nominee.

Thank you for your ongoing support and continued interest in Vor Bio.

By Order of the Board of Directors,

/s/ Jean-Paul Kress

Jean-Paul KressPresident and Chief Executive Officer

Cambridge, Massachusetts

August 8, 2025

The accompanying proxy statement is dated August 8, 2025, and, together with the enclosed form of proxy card, is first being mailed to our stockholders on or about such date.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.