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Vor Biopharma Inc.

For the period ended Jun 30, 2026. Filed Aug 11, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 11, 2026

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

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-13.

0001193125-26-220689

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-11.

0001193125-26-343607

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 111 previous paragraphs and 115 current paragraphs.

91 unchanged; 14 reworded; 7 added; 6 removed; 0 previous and 3 current paragraphs rearranged.

Tables are not compared: 3 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (7)

Current report

Research and development expenses were $25.9 million for the three months ended June 30, 2026, compared to $261.5 million for the three months ended June 30, 2025. The decrease of $235.6 million was primarily due to the $222.6 million of expense recognized in connection with the upfront consideration for the Telitacicept License Agreement in the three months ended June 30, 2025. There were also decreases of $18.4 million in manufacturing, facilities, and other expenses primarily driven by the acceleration of amortization and terminated lease fees incurred in connection with the termination of the lease in the three months ended June 30, 2025. There was also a decrease of $7.1 million in salaries and benefits expenses primarily due to severance costs incurred in connection with employee terminations in the prior year period. The decreases were also due to decreases in spend for Trem-cel and VCAR33 of $3.1 and $2.4 million, respectively, compared to the prior year period. These decreases were partially offset by a $18.5 million increase in spend for our new programs, telitacicept - gMG and telitacicept - SjD.

Current report

Research and development expenses were $43.5 million for the six months ended June 30, 2026, compared to $288.2 million for the six months ended June 30, 2025. The decrease of $244.7 million was primarily due the $222.6 million of expense recognized in connection with the upfront consideration for the Telitacicept License Agreement in the six months ended June 30, 2025. There were also decreases of $21.9 million in manufacturing, facilities, and other expenses primarily driven by the acceleration of amortization and terminated lease fees incurred in connection with the termination of the lease in the six months ended June 30, 2025. There was also a decrease of $12.7 million in salaries and benefits expenses primarily due to severance costs incurred in connection with employee terminations in the prior year period, and also due in part to a decreased headcount compared to the prior year period. The decreases were also due to decreases in spend for Trem-cel and VCAR33 of $9.2 and $6.0 million, respectively, compared to the prior year period, as well as a $0.2 million decrease in stock-based compensation. These decreases were partially offset by a $30.8 million increase in spend for our new programs, telitacicept - gMG and telitacicept - SjD.

Current report

Other income expense decreased by $1,099.2 million during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease in other expense was primarily due to the change in fair value of the warrant liabilities resulting from changes in the quoted price of the Company’s common stock underlying the warrants, and a decrease in warrants outstanding compared to the prior year period.

Current report

Net cash provided by financing activities was $174.5 million for the six months ended June 30, 2025, which consisted of $175.0 million in proceeds from the issuance of pre-funded warrants, offset by the payment of $0.6 million of issuance costs related to the December 2024 private placement.
Removed paragraphs (6)

Previous report

Research and development expenses were $17.6 million for the three months ended March 31, 2026, compared to $26.7 million for the three months ended March 31, 2025. The decrease of $9.1 million was primarily due to $9.7 million in reduced spend on our previous programs, trem-cel and VCAR33, a $5.6 million decrease in personnel costs as we had lower headcount compared to the prior year, a $3.5 million decrease in manufacturing and facilities costs as our manufacturing activities and leased properties have both been reduced compared to the prior year, a $2.2 million decrease in other research and development costs, and a $0.4 million decrease in stock-based compensation. These decreases were partially offset by a $12.3 million increase in spend for our new programs, telitacicept - gMG and telitacicept - SjD.
Reworded paragraphs (14)

Previous wording

Pursuant to our license agreement with RemeGen, we were granted an exclusive license to develop and commercialize telitacicept outside of the Greater China region, which includes mainland China, Hong Kong, Macau and Taiwan. RemeGen retains development and commercialization rights in Greater China. Telitacicept is approved in China for the treatment of generalized myasthenia gravis (“gMG”), systemic lupus erythematosus (“SLE”) and rheumatoid arthritis (“RA”), and has two Biologics License Applications (“BLAs”) filed and pending in China for the treatment of Sjögren’s disease (“SjD”) and IgA nephropathy (“IgAN”).

Current wording

Pursuant to our license agreement with RemeGen, we were granted an exclusive license to develop and commercialize telitacicept outside of the Greater China region, which includes mainland China, Hong Kong, Macau and Taiwan. RemeGen retains development and commercialization rights in Greater China. Telitacicept is approved in China for the treatment of generalized myasthenia gravis (“gMG”), systemic lupus erythematosus (“SLE”), rheumatoid arthritis (“RA”), Sjögren’s disease (“SjD”) and IgA nephropathy (“IgAN”).

Previous wording

Telitacicept is currently being evaluated in a global Phase 3 clinical trial, for which we have assumed responsibility from RemeGen in connection with the license agreement, for the treatment of gMG. The trial is currently recruiting patients in North America, Europe, Latin America, and Asia to support potential approval in the United States, Europe, Japan and other countries. In July 2024, the clinical trial enrolled a patient in the United States, the first in the global clinical trial. Topline data from the trial is anticipated in the first half of 2027.

Current wording

Telitacicept is currently being evaluated for the treatment of gMG in a global Phase 3 clinical trial, for which we have assumed responsibility from RemeGen in connection with the license agreement. The trial is currently recruiting patients in North America, Europe, Latin America, and Asia to support potential approval in the United States, Europe, Japan and other countries. In July 2024, the clinical trial enrolled a patient in the United States, the first in the global clinical trial. Topline data from the trial is anticipated in the first half of 2027.

Previous wording

We have incurred significant operating losses since inception, including net losses of $219.6 million and $32.5 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, we had an accumulated deficit of $1,372.6 million.

Current wording

We have incurred significant operating losses since inception, including net losses of $62.8 million and $1,573.7 million for the three months ended June 30, 2026 and 2025, respectively, and $282.4 million and $1,606.2 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, we had an accumulated deficit of $1,435.4 million.

Previous wording

As of March 31, 2026, we had cash, cash equivalents and marketable securities of $491.5 million. Based on our current operating plan, we expect that our cash, cash equivalents and marketable securities will enable us to fund our operating expenses and capital expenditure requirements into early 2029.

Current wording

As of June 30, 2026, we had cash, cash equivalents and marketable securities of $466.1 million. Additionally, we have received gross proceeds of $48.9 million, before deducting commissions of $0.5 million, from sales of shares of our common stock subsequent to June 30, 2026 transacted through our At-the-Market sales agreement, as described in the Liquidity and Capital Resources section below. Based on our current operating plan, we expect that our cash, cash equivalents and marketable securities will enable us to fund our operating expenses and capital expenditure requirements into early 2029.

Previous wording

General and administrative expenses were $17.6 million for the three months ended March 31, 2026, compared to $6.6 million for the three months ended March 31, 2025. The increase of $11.0 million was primarily due to a $7.4 million increase in stock-based compensation expense, a $1.4 million increase in personnel-related expenses, a $1.2 million increase in commercial-related expenses, and a $1.0 million increase in professional fees. The increase in stock-based compensation was primarily driven by grants to the new executives hired after the quarter ended March 31, 2025, as well as an appreciation in our stock price and incremental expense recognized from award modifications which took place at the end of the year ended December 31, 2025. The increase in personnel-related expenses was due primarily to new general administrative employees hired during 2025, including new executives.

Current wording

General and administrative expenses were $21.9 million for the three months ended June 30, 2026, compared to $12.8 million for the three months ended June 30, 2025. The increase of $9.1 million was primarily due to a $7.3 million increase in stock-based compensation expense, a $3.3 million increase in commercial-related expenses, and a $0.7 million increase in professional fees. The increases were partially offset by a $0.8 million decrease in personnel-related expenses and a $1.4 million decrease in facilities and other expenses. The increase in stock-based compensation was primarily driven by grants to new members of our management team hired in the second and third quarters of 2025, as well as an appreciation in our stock price and incremental expense recognized from award modifications which took place at the end of the year ended December 31, 2025. The increase in commercial-related expenses was due primarily to an increase in commercial activities as the Company prepares for potential commercial launch as its clinical trials progress.

Previous wording

Other income (expense) decreased by $185.2 million during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The decrease in other income (expense) was primarily due to the change in fair value of the warrant liabilities resulting from changes in the quoted price of the Company’s common stock underlying the warrants.

Current wording

Other expense, net decreased by $1,284.4 million during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease in other expense was primarily due to the change in fair value of the warrant liabilities resulting from changes in the quoted price of the Company’s common stock underlying the warrants, and a decrease in warrants outstanding compared to the prior year period.

Previous 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 March 31, 2026, $164.2 million remains available under this Shelf Registration Statement, including $48.9 million reserved for at-the-market offerings discussed below.

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 June 30, 2026, $164.2 million remained available under this 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 pay Stifel a commission of up to 3.0% of the gross proceeds of any common stock sold through Stifel. We did not sell any shares of our common stock under the Stifel ATM Facility during the three months ended March 31, 2026. As of March 31, 2026, $48.9 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 did not sell any shares of our common stock under the Stifel ATM Facility during the six months ended June 30, 2026. As of June 30, 2026, $48.9 million remained available to be sold under the Stifel ATM Facility. Subsequent to June 30, 2026, we have sold 2,558,569 shares for gross proceeds of $48.9 million, before deducting commissions of $0.5 million, at a weighted-average price of $19.11 under the Stifel ATM facility.

Previous wording

As of March 31, 2026, we had cash, cash equivalents and marketable securities of $491.5 million. We will need to raise additional capital in the future to fund our planned future operations.

Current wording

As of June 30, 2026, we had cash, cash equivalents and marketable securities of $466.1 million. We have also received $48.9 million of gross proceeds, before deducting commissions of $0.5 million, from sales made under the Stifel ATM Facility subsequent to June 30, 2026. We will need to raise additional capital in the future to fund our planned future operations.

Previous wording

We expect that our existing cash, cash equivalents and marketable securities 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.

Current wording

We expect that our existing cash, cash equivalents and marketable securities, including the net proceeds from sales of our common stock under the Stifel ATM Facility subsequent to June 30, 2026, 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

Net cash used in operating activities was $38.2 million for the three months ended March 31, 2026, reflecting a net loss of $219.6 million, offset by changes in operating assets and liabilities of $15.5 million and non-cash charges of $196.9 million. The non-cash charges primarily consisted of the change in fair value of warrant liabilities of $188.4 million and $8.9 million of stock-based compensation expense. The change in operating assets and liabilities was primarily due to a decrease of $9.1 million of accounts payable and accrued expenses as much of the accrued expenses relating to the prior period were paid in the three months ended March 31, 2026. The change was also due to the increase of $6.4 million of prepaid expense and other current assets, primarily driven by the increase of prepayments made for our clinical programs and an increase in accrued interest on marketable securities.

Current wording

Net cash used in operating activities was $63.6 million for the six months ended June 30, 2026, reflecting a net loss of $282.4 million, offset by changes in operating assets and liabilities of $6.5 million and non-cash charges of $225.3 million. The non-cash charges primarily consisted of the change in fair value of warrant liabilities of $207.7 million and $18.3 million of stock-based compensation expense. The change in operating assets and liabilities was primarily due to the increase of $6.1 million of prepaid expense and other current assets, primarily driven by the increase of prepayments made for our clinical programs and an increase in accrued interest on marketable securities.

Previous wording

Net cash used in operating activities was $31.1 million for the three months ended March 31, 2025, reflecting a net loss of $32.5 million and net cash used of $2.6 million for operating assets and liabilities, which were partially offset by non-cash charges of $4.1 million. The non-cash charges primarily consisted of stock-based compensation expense of $1.9 million, non-cash lease expense of $1.3 million and depreciation expense of $0.8 million.

Current wording

Net cash used in operating activities was $66.3 million for the six months ended June 30, 2025, reflecting a net loss of $1,606.2 million, offset by changes in operating assets and liabilities of $2.0 million and non-cash charges of $1,537.9 million. The non-cash charges primarily consisted of the change in fair value of warrant liabilities of $1,299.9 million and the acquisition of in-process research and development of $222.6 million.

Previous wording

Net cash used in investing activities was $263.2 million for the three months ended March 31, 2026, which consisted of the purchases of $276.5 million of marketable securities and $0.1 million of equipment, partially offset by $13.3 million of proceeds from the maturities of marketable securities. Net cash used in investing activities was $0.2 million for the three months ended March 31, 2025, which primarily consisted of purchases of $0.2 million of property and equipment.

Current wording

Net cash used in investing activities was $299.8 million for the six months ended June 30, 2026, which consisted of the purchases of $355.5 million of marketable securities and $0.2 million of equipment, partially offset by $55.9 million of proceeds from the maturities of marketable securities. Net cash provided by investing activities was $0.4 million for the six months ended June 30, 2025, which consisted of proceeds of $0.8 million from the sale of property and equipment, partially offset by purchases of $0.4 million of property and equipment.

Previous wording

Net cash provided by financing activities was $74.9 million for the three months ended March 31, 2026, which primarily consisted of $75.0 million in gross proceeds from the issuance of common stock in the March 2026 private placement, partially offset by $0.1 million of payments made in the period for issuance costs relating to the December 2025 private placement. Net cash used in financing activities was $0.6 million for the three months ended March 31, 2025, which primarily consisted of $0.6 million of payments for issuance costs relating to the December 2024 private placement.

Current wording

Net cash provided by financing activities was $74.8 million for the six months ended June 30, 2026, which primarily consisted of $75.0 million in gross proceeds from the issuance of common stock in the March 2026 private placement, partially offset by $0.2 million of payments made in the period for issuance costs relating to the December 2025 and March 2026 private placements.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

The following table summarizes our results of operations for the periods indicated (amounts in thousands):

Current report — wording carried from elsewhere

The following table summarizes our research and development expenses incurred for the periods indicated (amounts in thousands):

Current report — wording carried from elsewhere

General and administrative expenses were $39.5 million for the six months ended June 30, 2026 , compared to $19.4 million for the six months ended June 30, 2025. The increase of $20.1 million was primarily due to a $14.7 million increase in stock-based compensation expense, a $4.5 million increase in commercial-related expenses, a $1.6 million increase in professional fees, and a $0.6 million increase in personnel-related expenses. The increases were partially offset by a $1.4 million decrease in facilities and other expense. The increase in stock-based compensation was primarily driven by grants to new members of our management team hired in the second and third quarters of 2025, as well as an appreciation in our stock price and incremental expense recognized from award modifications which took place at the end of the year ended December 31, 2025. The increase in commercial-related expenses was due primarily to an increase in commercial activities as the Company prepares for potential commercial launch as its clinical trials progress.