Vor Biopharma Inc.

Previous wording

We have incurred significant operating losses since inception, including net losses of $116.9 million and $117.9 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, we had an accumulated deficit of $457.0 million.

Current wording

We have incurred significant operating losses since inception, including net losses of $696.0 million for the year ended December 31, 2025 and $116.9 million for the year ended December 31, 2024. As of December 31, 2025, we had an accumulated deficit of $1,153.0 million.

Previous wording

As of December 31, 2024, we had cash, cash equivalents and marketable securities of $91.9 million. We expect that our cash, cash equivalents and marketable securities at December 31, 2024 will enable us to fund our operating expenses and capital expenditure requirements into the first quarter of 2026.

Current wording

As of December 31, 2025, we had cash, cash equivalents and marketable securities of $455.2 million. Based on our current operating plan, we expect that our cash, cash equivalents and marketable securities, together with the expected proceeds from our 2026 Private Placement, will enable us to fund our operating expenses and capital expenditure requirements into early 2029.

Previous wording

Research and development expenses consist primarily of external and internal expenses incurred in connection with our research and development activities, including our drug discovery efforts and the development of our product candidates.

Current wording

Research and development expenses consist primarily of external and internal expenses incurred in connection with our research and development activities, including our drug discovery efforts and the development of our product candidates. External expenses include:

Previous wording

research and development expenses incurred under agreements with CROs and other scientific development services;

Current wording

research and development expenses incurred under agreements with clinical research organizations (“CROs”) and other scientific development services;

Previous wording

costs of laboratory supplies and acquiring and developing preclinical and clinical trial materials, including expenses associated with our CMOs; and

Current wording

costs of laboratory supplies and acquiring and developing preclinical and clinical trial materials, including expenses associated with our clinical manufacturing organizations (“CMOs”); and

Previous wording

payments made under third party licensing agreements.

Current wording

payments made and consideration issued under third party licensing agreements.

Previous wording

personnel-related expenses, including salaries, bonuses, benefits and stock-based compensation expenses, for employees involved in research and development activities; and

Current wording

personnel-related expenses, including salaries, bonuses, benefits and stock-based compensation expenses, for employees involved in research and development activities;

Previous wording

facilities, depreciation and other allocated expenses, which include direct and allocated expenses for rent, insurance and other internal operating costs, and internal manufacturing expenses.

Current wording

facilities, depreciation and other allocated expenses, which include direct and allocated expenses for rent, insurance, and other internal operating costs; and

Previous wording

Research and development activities are central to our business model. We expect that our research and development expenses will increase significantly for the foreseeable future as we continue to identify and develop product candidates, particularly as more of our product candidates move into clinical development and later stages of clinical development.

Current wording

Research and development activities are central to our business model. We expect that our research and development expenses will increase significantly for the foreseeable future as we continue to identify and develop product candidates, particularly as our product candidates move into later stages of clinical development.

Previous wording

the timing and progress of preclinical and clinical development activities;

Current wording

the timing and progress of clinical development activities;

Previous wording

the number and scope of preclinical and clinical programs we decide to pursue;

Current wording

the number and scope of clinical programs we decide to pursue;

Previous wording

successful patient enrollment in, and the initiation of, clinical trials, as well as drop out or discontinuation rates or complications with donors;

Current wording

successful patient enrollment in, and the initiation of, clinical trials, as well as drop out or discontinuation rates;

Previous wording

General and administrative expenses consist primarily of personnel-related costs, including salaries, bonuses, benefits and stock-based compensation expenses for employees involved in our executive, finance, corporate, business development and administrative functions, as well as expenses for outside professional services, including legal, audit, accounting and tax-related services and other consulting fees, facility-related expenses, which include depreciation costs and other allocated expenses for rent and maintenance of facilities, insurance costs, recruiting costs, travel expenses and other general administrative expenses.

Current wording

General and administrative expenses consist primarily of personnel-related costs, including salaries, bonuses, benefits and stock-based compensation expenses for employees involved in our executive, finance, corporate, business development and administrative functions, as well as expenses for outside professional services, including legal, audit, accounting and tax-related services and other consulting fees, facility-related expenses, which include depreciation costs and other allocated expenses for rent and maintenance of facilities, insurance costs, recruiting costs, travel expenses and other general administrative expenses. General and administrative costs also consist of restructuring costs incurred under the Restructuring Plan, including severance payments, stock-based compensation modifications, and accelerated depreciation and amortization on long-lived assets and right-of-use assets.

Previous wording

We expect that our general and administrative expenses will increase as our business expands and we hire additional personnel to support our continued research and development activities, including our clinical programs. We also anticipate continued increased expenses associated with being a public company, including costs for legal, audit, accounting, investor and public relations, regulatory and tax-related services related to compliance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), Nasdaq listing standards and director and officer insurance premiums.

Current wording

We expect that our general and administrative expenses will increase as our business expands and we hire additional personnel to support our continued development of our clinical programs. We also anticipate continued increased expenses associated with being a public company, including costs for legal, audit, accounting, investor and public relations, regulatory and tax-related services related to compliance with the rules and regulations of the SEC, Nasdaq listing standards and director and officer insurance premiums.

Previous wording

Since our inception, we have not recognized any revenue and have incurred operating losses and negative cash flows from our operations. We have not yet commercialized any product and we do not expect to generate revenue from sales of any products for several years, if at all. We have funded our operations primarily through the sale of equity securities and debt financings and have received aggregate net proceeds from these transactions of approximately $517.1 million as of December 31, 2024.

Current wording

Since our inception, we have not recognized any revenue and have incurred operating losses and negative cash flows from our operations. We have not yet commercialized any product and we do not expect to generate revenue from sales of any products for several years, if at all. We have funded our operations primarily through the sale of equity securities and have received aggregate net proceeds from these transactions of approximately $1,019.1 million as of December 31, 2025.

Previous wording

In order to fund our future operations, including our ongoing and planned clinical trials, on March 14, 2022, we filed a universal shelf registration statement to provide for aggregate offerings of up to $350.0 million of common stock, preferred stock, debt securities, warrants or any combination thereof. As of December 31, 2024, $274.4 million remained available under the shelf registration statement, including $119.7 million reserved for at-the market offerings discussed below. This universal shelf registration statement expired on March 18, 2025. We intend to file a new universal shelf registration statement on March 20, 2025, to provide for aggregate offerings of up to $350.0 million of common stock, preferred stock, debt securities, warrants or any combination thereof, to replace the expired registration statement.

Current wording

In order to fund our future operations, including our ongoing and planned clinical trials, we filed a universal shelf registration statement, which was declared effective on March 31, 2025, to provide for aggregate offerings of up to $350.0 million of common stock, preferred stock, debt securities, warrants or any combination thereof. As of December 31, 2025, $164.2 million remained available under the shelf registration statement, including $48.9 million reserved for at-the market offerings discussed below.

Previous wording

In December 2022, we entered into a Sales Agreement with Stifel, Nicolaus & Company, Incorporated (“Stifel”) as the agent (the “Stifel ATM Facility”). Pursuant to the Stifel ATM Facility, we may offer and sell shares of common stock with an aggregate value of up to $125.0 million. We will pay Stifel a commission of up to 3.0% of the gross proceeds of any common stock sold through Stifel. We sold 249,096 and 1,016,662 shares of common stock under the Stifel ATM Facility during the years ended December 31, 2024 and 2023, respectively at a weighted average price per share of $1.64 and $4.75, respectively, for aggregate net proceeds of $0.4 million and $4.7 million, respectively, after deducting commissions. As of December 31, 2024, $119.7 million remained available to be sold under the Stifel ATM Facility.

Current wording

In December 2022, we entered into a Sales Agreement with Stifel, Nicolaus & Company, Incorporated (“Stifel”) as the agent (the “Stifel ATM Facility”). Pursuant to the Stifel ATM Facility, we may offer and sell shares of common stock with an aggregate value of up to $125.0 million. We pay Stifel a commission of up to 3.0% of the gross proceeds of any common stock sold through Stifel. We sold 1,910,861 and 12,454 shares of common stock under the Stifel ATM Facility during the years ended December 31, 2025 and 2024, respectively at a weighted average price per share of $37.06 and $32.09, respectively, for aggregate net proceeds of $70.1 million and $0.3 million, respectively, after deducting commissions. As of December 31, 2025, $48.9 million remained available to be sold under the Stifel ATM Facility.

Previous wording

On December 26, 2024, we entered into a purchase agreement with certain institutional investors (collectively, the "Purchasers"), pursuant to which we issued and sold to the Purchasers in a private placement an aggregate of (i) 55,871,260 shares of common stock and (ii) warrants to purchase up to 69,839,075 shares of common stock at the closing of the private placement on December 30, 2024. Net proceeds from the private placement were $52.7 million, after deducting placement fees and issuance costs payable by us. If exercised for cash, the warrants would result in additional gross proceeds to us of up to approximately $58.5 million. Subject to certain limitations on exercise set forth in the warrants, the warrants are exercisable immediately and expire seven years from the date of issuance.

Current wording

On December 27, 2024, we entered into a purchase agreement with certain institutional investors pursuant to which we issued and sold in a private placement an aggregate of (i) 2,793,562 shares of common stock and (ii) warrants to purchase up to 3,491,953 shares of common stock at the closing of the private placement on December 30, 2024 (the "December 2024 Private Placement"). Net proceeds from the private placement were $52.7 million, after deducting placement fees and issuance costs payable by us. If exercised for cash, the warrants would result in additional gross proceeds to us of up to approximately $58.5 million.

Previous wording

As of December 31, 2024, we had cash, cash equivalents and marketable securities of $91.9 million. We will need to raise additional capital to fund our planned future operations. However, we cannot guarantee that we will be able to obtain sufficient additional funding or that if we do obtain additional funding, that such funding will be obtainable on terms satisfactory to us.

Current wording

As of December 31, 2025, we had cash, cash equivalents and marketable securities of $455.2 million. We will need to raise additional capital to fund our planned future operations.

Previous wording

Based on our current business plan and current capital resources, management has concluded that there is substantial doubt regarding our ability to continue as a going concern for a period of 12 months from the date of issuance of the accompanying consolidated financial statements. We expect that our existing cash, cash equivalents and marketable securities at December 31, 2024 will enable us to fund our operating expenses and capital expenditure requirements into the first quarter of 2026. We have based this estimate on assumptions that may prove to be wrong and we could exhaust our capital resources sooner than we expect. The accompanying financial statements have been prepared on a going concern basis and do not include any adjustments to the carrying amounts and classification of assets and liabilities that may be necessary if we were unable to continue as a going concern.

Current wording

We expect that our existing cash, cash equivalents and marketable securities at December 31, 2025, together with the expected proceeds from our 2026 Private Placement, will enable us to fund our operating expenses and capital expenditure requirements into early 2029. We have based this estimate on assumptions that may prove to be wrong and we could exhaust our capital resources sooner than we expect.

Previous wording

continue research and preclinical and clinical development of our product candidates, including in particular the expenses associated with our clinical trials;

Current wording

continue clinical development of our product candidate and any future product candidates, including in particular the expenses associated with our clinical trials;

Previous wording

incur both internal and third party manufacturing costs to support our preclinical studies and clinical trials of our product candidates and, if approved, their commercialization;

Current wording

incur third party manufacturing costs to support our clinical trials of our product candidate and any future product candidates and, if approved, their commercialization;

Previous wording

seek regulatory and marketing approvals for our product candidates;

Current wording

seek regulatory and marketing approvals for our product candidate and any future product candidates;

Previous wording

acquire or in-license products, product candidates, technologies;

Current wording

acquire or in-license products, product candidates, or technologies;

Previous wording

expand our office, laboratory and manufacturing facility; and

Current wording

expand our office facility or establish dedicated laboratory and manufacturing facilities; and

Previous wording

As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through the public or private sale of our equity, government or private party grants, debt financings or other capital sources, including potential collaborations with other companies or other strategic transactions. To the extent that we raise additional capital through the sale of our equity or convertible debt securities, including through the use of the Stifel ATM Facility, the ownership interest of our shareholders will be or could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to obtain additional funding, we could be forced to delay, reduce or eliminate some or all of our research and development programs, product portfolio expansion or any commercialization efforts, which could adversely affect our business prospects, or we may be unable to continue operations. If we raise funds through strategic collaborations or other similar arrangements with third parties, we may have to relinquish valuable rights to our platform technology, future revenue streams, research programs or product candidates or may have to grant licenses on terms that may not be favorable to us and/or may reduce the value of our common stock. Our ability to raise additional funds may be adversely impacted by worsening global economic conditions and disruptions to and volatility in the credit and financial markets in the United States and worldwide resulting from worsening geopolitical tensions and adverse macroeconomic conditions or otherwise. Because of the numerous risks and uncertainties associated with product development, we cannot predict the timing or amount of increased expenses, and there is no assurance that we will ever be profitable or generate positive cash flow from operating activities.

Current wording

As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through the public or private sale of our equity, government or private party grants, debt financings or other capital sources, including potential collaborations with other companies or other strategic transactions. To the extent that we raise additional capital through the sale of our equity or convertible debt securities, including through the use of the Stifel ATM Facility, the ownership interest of our shareholders will be or could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to obtain additional funding, we could be forced to delay, reduce or eliminate some or all of our research and development programs, product portfolio expansion or any commercialization efforts, which could adversely affect our business prospects, or we may be unable to continue operations. If we raise funds through strategic collaborations or other similar arrangements with third parties, we may have to relinquish valuable rights to our intellectual property, future revenue streams, research programs or product candidates or may have to grant licenses on terms that may not be favorable to us and/or may reduce the value of our common stock. Our ability to raise additional funds may be adversely impacted by worsening global economic conditions and disruptions to and volatility in the credit and financial markets in the United States and worldwide resulting from worsening geopolitical tensions and adverse macroeconomic conditions or otherwise. Because of the numerous risks and uncertainties associated with product development, we cannot predict the timing or amount of increased expenses, and there is no assurance that we will ever be profitable or generate positive cash flow from operating activities.

Previous wording

Net cash used in operating activities was $99.7 million for the year ended December 31, 2024, reflecting a net loss of $116.9 million, offset by non-cash charges of $17.3 million. The non-cash charges primarily consisted of stock-based compensation expense of $9.8 million, non-cash lease expense of $5.0 million and depreciation expense of $3.5 million, offset by non-cash interest accretion of $1.1 million.

Current wording

Net cash used in operating activities was $99.7 million for the year ended December 31, 2024, primarily reflecting a net loss of $116.9 million, offset primarily by non-cash charges of $17.2 million. The non-cash charges primarily consisted of stock-based compensation expense of $9.8 million, non-cash lease expense of $5.0 million and depreciation expense of $3.5 million, offset by non-cash interest accretion of $1.1 million.

Previous wording

Net cash provided by investing activities was $96.9 million for the year ended December 31, 2024, which consisted of purchases of $9.9 million of marketable securities and $0.2 million of property and equipment offset by proceeds of $107.0 million from the maturity of marketable securities. Net cash provided by investing activities was $71.0 million for the year ended December 31, 2023, which consisted of purchases of $74.9 million of marketable securities and $1.1 million of property and equipment offset by proceeds of $147.0 million from the maturity of marketable securities.

Current wording

Net cash provided by investing activities was $96.9 million for the year ended December 31, 2024, which consisted of purchases of $9.9 million of marketable securities and $0.2 million of property and equipment offset by proceeds of $107.0 million from the maturity of marketable securities.

Previous wording

Net cash provided by financing activities was $53.4 million for the year ended December 31, 2024, which consisted of $55.6 million of proceeds from the private placement, $0.3 million of proceeds from the sale of common stock under the Stifel ATM Facility, and proceeds of $0.2 million from the exercise of stock options and purchases of common stock under our ESPP. These amounts were offset by the payment of $2.3 million of issuance costs related to the private placement and $0.3 million of taxes paid related to net share settlement of equity awards. Net cash provided by financing activities was $2.9 million for the year ended December 31, 2023, which consisted of proceeds of $4.6 million from the sale of common stock under the Stifel ATM Facility and proceeds of $0.3 million from the exercise of stock options and purchases of common stock under our ESPP, offset by the payment of $0.7 million of issuance costs related to the underwritten public offering under our Shelf Registration Statement and concurrent private placement that closed in December 2022, and $1.2 million of taxes paid related to net share settlement of equity awards.

Current wording

Net cash provided by financing activities was $503.8 million for the year ended December 31, 2025, which consisted of $175.0 million of proceeds from the June 2025 Private Placement, $150.0 million of proceeds from the December 2025 Private Placement, $108.1 million of proceeds received from the November 2025 Offering, $70.1 million of proceeds from the sale of common stock under the Stifel ATM Facility, and proceeds of $2.2 million from the exercise of stock options and purchases of common stock under our ESPP. These amounts were offset by the payment of $1.3 million of issuance costs related to the private placements and underwritten offering and $0.3 million of taxes paid related to net share settlement of equity awards.

Previous wording

Contractual obligations relate to future minimum lease payments for existing non-cancellable leases primarily relating to corporate office and laboratory real estate, with terms expiring through February 2030. Future minimum annual rental payments required under these operating lease agreements as of December 31, 2024 are described in more detail in Note 9 to our audited consolidated financial statements, included elsewhere in this Annual Report.

Current wording

Contractual obligations relate to future minimum lease payments for our existing non-cancellable lease relating to corporate office space, with a term expiring in August 2031. Future minimum annual rental payments required under this operating lease agreement as of December 31, 2025 are described in more detail in Note 9 to our audited consolidated financial statements included elsewhere in this Annual Report.

Previous wording

Other commitments include license and collaboration agreements we have entered into with certain parties. Such arrangements require ongoing payments, including payments upon the achievement of certain development, regulatory and commercial milestones, receipt of sublicense income, as well as royalties on commercial sales. Payments under these arrangements are expensed as incurred.

Current wording

Other commitments include license and collaboration agreements we have entered into with certain parties. Such arrangements require ongoing payments, including payments upon the achievement of certain development, regulatory and commercial milestones, receipt of sublicense income, as well as royalties on commercial sales. Refer to Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report.

Previous wording

While our significant accounting policies are described in more detail in Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our consolidated financial statements.

Current wording

While our significant accounting policies are described in more detail in Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report, we believe that the following accounting policy is the most critical in the preparation of our consolidated financial statements.

Previous wording

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our audited consolidated financial statements included in this Annual Report.

Current wording

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report.

Previous wording

We may take advantage of these provisions until the last day of the fiscal year ending after the fifth anniversary of our initial public offering or such earlier time that we no longer qualify as an emerging growth company. We will cease to qualify as an emerging growth company on the date that is the earliest of: (i) December 31, 2026; (ii) the last day of the fiscal year in which we have more than $1.235 billion in total annual gross revenues; (iii) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th and we have been a public company for at least 12 months and have filed one annual report on Form 10-K; or (iv) the date on which we have issued more than $1.0 billion of non-convertible debt over the prior three-year period. We may choose to take advantage of some but not all of these reduced reporting burdens. We have taken advantage of certain reduced reporting requirements in this this Annual Report. Accordingly, the information contained herein may be different than you might obtain from other public companies in which you hold equity interests.

Current wording

We may take advantage of these provisions until the last day of the fiscal year ending after the fifth anniversary of our initial public offering or such earlier time that we no longer qualify as an emerging growth company. We will cease to qualify as an emerging growth company on the date that is the earliest of: (i) December 31, 2026; (ii) the last day of the fiscal year in which we have more than $1.235 billion in total annual gross revenues; (iii) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June