10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission File Number: 001-39979

VOR BIOPHARMA INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	81-1591163
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
100 Cambridgepark Drive, Suite 101 Cambridge, Massachusetts	02140
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (617) 655-6580

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock, $0.0001 par value per share

     VOR

     Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of the registrant’s Common Stock outstanding as of May 8, 2025 was 124,959,520.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION	1

Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2025 and 2024	2
	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2025 and 2024	3
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18

PART II.	OTHER INFORMATION	19

Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 5.	Other Information	20
Item 6.	Exhibits	21
Signatures		22

Note Regarding Company References

Throughout this Quarterly Report on Form 10-Q, the “Company,” “Vor,” “Vor Bio,” “Vor Biopharma Inc.,” “we,” “us,” and “our,” except where the context requires otherwise, refer to Vor Biopharma Inc. and its consolidated subsidiary, and “our board of directors” refers to the board of directors of Vor Biopharma Inc.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans and objectives of management, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “might,” “intend,” “target,” “ongoing,” “project,” “estimate,” “believe,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions intended to identify statements about the future. These statements speak only as of the date of this Quarterly Report on Form 10-Q and involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements include, without limitation, statements about:

•

our evaluation of strategic alternatives and our ability to identify and complete a strategic transaction to maximize shareholder value;

•

our cost-reduction measures, including the scope, timing and costs associated with our workforce reduction;

•

our plans to wind down our clinical and manufacturing operations;

•

our ability to obtain, and negotiate favorable terms of, any collaboration, licensing or other arrangements that may be necessary or desirable to develop our product candidates;

•

our estimates of our expenses, ongoing losses, future revenue and capital requirements, our need for or ability to obtain additional funding and our ability to continue as a going concern;

•

our ability to retain key personnel during our strategic review process, including certain of our executive officers and members of management;

•

our financial performance;

•

the period over which we estimate our existing cash, cash equivalents and marketable securities will be sufficient to fund our future operating expenses and capital expenditure requirements;

•

the impact of laws and regulations; and

•

our expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups Act of 2012.

You should read this Quarterly Report on Form 10-Q and the documents that we have filed as exhibits to this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. The forward-looking statements contained in this Quarterly Report on Form 10-Q are made as of the date of this Quarterly Report on Form 10-Q, and we do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. You should refer to the “Risk Factors” section in this Quarterly Report and the “Summary Risk Factors” and “Risk Factors” sections in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of material factors that could cause actual results or events to differ materially from the forward-looking statements that we make.

All brand names or trademarks appearing in this Quarterly Report on Form 10-Q are the property of their respective owners.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

VOR BIOPHARMA INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	March 31,			December 31,
(in thousands, except share and per share amounts)	2025			2024
Assets
Current assets:
Cash and cash equivalents	$	50,047		$	81,949
Marketable securities		9,988			9,977
Prepaid expenses		4,515			4,201
Other current assets		297			380
Total current assets		64,847			96,507
Restricted cash equivalents		2,413			2,413
Property and equipment, net		5,986			6,581
Operating lease right-of-use assets		33,697			35,007
Other assets		2,369			2,383
Total assets	$	109,312		$	142,891
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	3,732		$	1,505
Accrued liabilities		8,685			12,892
Operating lease liabilities		4,266			4,215
Other current liabilities		44			—
Total current liabilities		16,727			18,612
Long-term liabilities:
Operating lease liabilities—non-current		26,516			27,615
Total liabilities		43,243			46,227
Stockholders’ equity:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of March 31, 2025 and December 31, 2024; 0 shares issued and outstanding as of March 31, 2025 and December 31, 2024		—			—
Common stock, $0.0001 par value; 400,000,000 shares authorized as of March 31, 2025 and December 31, 2024; 124,851,547 and 124,776,152 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		13			13
Additional paid-in capital		555,513			553,623
Accumulated other comprehensive income		23			22
Accumulated deficit		(489,480	)		(456,994	)
Total stockholders’ equity		66,069			96,664
Total liabilities and stockholders’ equity	$	109,312		$	142,891

The accompanying notes are an integral part of these condensed consolidated financial statements.

VOR BIOPHARMA INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)


	Three Months Ended March 31,
(in thousands, except share and per share amounts)	2025			2024
Operating expenses:
Research and development	$	26,701		$	24,322
General and administrative		6,590			8,004
Total operating expenses	$	33,291		$	32,326
Loss from operations	$	(33,291	)	$	(32,326	)
Other income:
Interest income		805			1,522
Total other income		805			1,522
Net loss	$	(32,486	)	$	(30,804	)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.26	)	$	(0.45	)
Weighted-average common shares outstanding, basic and diluted		124,824,147			68,030,966

Other comprehensive income (loss):
Unrealized gain (loss) on available for sale marketable securities		1			(10	)
Total other comprehensive income (loss):		1			(10	)
Comprehensive loss	$	(32,485	)	$	(30,814	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Vor Biopharma Inc.

CONDENSED CONSOLIDATED Statements of stockholders’ EQUITY

(Unaudited)


	Common Stock				Additional Paid-In			Accumulated other comprehensive		Accumulated			Total Stockholders’
(in thousands, except share amounts)	Shares		Amount		Capital			income		Deficit			Equity
Balance at December 31, 2024		124,776,152	$	13	$	553,623		$	22	$	(456,994	)	$	96,664
Issuance of common stock upon vesting of RSUs, net of shares withheld for taxes		75,395		—		(55	)		—		—			(55	)
Issuance costs for private placement		—		—		12			—		—			12
Stock-based compensation expense		—		—		1,933			—		—			1,933
Other comprehensive income		—		—		—			1		—			1
Net loss		—		—		—			—		(32,486	)		(32,486	)
Balance at March 31, 2025		124,851,547	$	13	$	555,513		$	23	$	(489,480	)	$	66,069


	Common Stock				Additional Paid-In			Accumulated other comprehensive			Accumulated			Total Stockholders’
(in thousands, except share amounts)	Shares		Amount		Capital			loss			Deficit			Equity
Balance at December 31, 2023		67,891,311	$	7	$	490,874		$	(77	)	$	(340,080	)	$	150,724
Issuance of common stock upon vesting of RSUs, net of shares withheld for taxes, and exercise of stock options		184,998		—		(169	)		—			—			(169	)
Issuance of common stock from at-the-market sales agreement		139,462		—		213			—			—			213
Stock-based compensation expense		—		—		3,081			—			—			3,081
Other comprehensive loss		—		—		—			(10	)		—			(10	)
Net loss		—		—		—			—			(30,804	)		(30,804	)
Balance at March 31, 2024		68,215,771	$	7	$	493,999		$	(87	)	$	(370,884	)	$	123,035

The accompanying notes are an integral part of these condensed consolidated financial statements.

Vor Biopharma Inc.

condensed CONSOLIDATED StatementS of Cash Flows

(unaudited)


	Three Months Ended March 31,
(in thousands)	2025			2024
Cash flows from operating activities
Net loss	$	(32,486	)	$	(30,804	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		825			943
Non-cash lease expense		1,310			1,232
Stock-based compensation		1,933			3,081
Interest amortization on marketable securities		(11	)		(797	)
Loss on sale of property and equipment		1			—
Changes in operating assets and liabilities:
Operating lease liabilities		(1,048	)		(921	)
Prepaid expenses and other current assets		(231	)		(710	)
Accounts payable, accrued liabilities and other current liabilities		(1,373	)		(2,482	)
Other assets		14			(7	)
Net cash used in operating activities		(31,066	)		(30,465	)
Cash flows from investing activities
Purchases of marketable securities		—			(9,913	)
Proceeds from maturities of marketable securities		1			54,000
Purchases of property and equipment		(231	)		(114	)
Net cash (used in) provided by investing activities		(230	)		43,973
Cash flows from financing activities
Payment of issuance costs related to private placement		(551	)		—
Proceeds from the issuance of common stock from at-the-market sales agreement, net of issuance costs		—			278
Repurchases of shares for tax withholdings upon vesting of restricted stock unit awards		(55	)		(182	)
Net cash (used in) provided by financing activities		(606	)		96
Net (decrease) increase in cash, cash equivalents and restricted cash equivalents		(31,902	)		13,604
Cash, cash equivalents and restricted cash equivalents, beginning of period	$	84,362		$	33,773
Cash, cash equivalents and restricted cash equivalents, end of period	$	52,460		$	47,377
Supplemental disclosure of non-cash activities
Purchases of property and equipment in accounts payable and accrued liabilities	$	—		$	14
Financing costs associated with the sale of common stock included in accounts payable and accrued expenses	$	—		$	92

A reconciliation of the cash, cash equivalents and restricted cash equivalents reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the statements of cash flows is as follows:


	For the Three Months Ended March 31,
(in thousands)	2025		2024
Cash and cash equivalents	$	50,047	$	44,964
Restricted cash equivalents		2,413		2,413
Total cash, cash equivalents and restricted cash equivalents as shown on the statements of cash flows	$	52,460	$	47,377

The accompanying notes are an integral part of these condensed consolidated financial statements.

VOR BIOPHARMA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Nature of the Business

Vor Biopharma Inc. (the “Company”) is a clinical-stage cell and genome engineering company that combines a novel patient engineering approach with targeted therapies to provide a single company solution for patients suffering from hematological malignancies. The Company’s proprietary platform leverages its expertise in hematopoietic stem cell (“HSC”) biology, genome engineering and targeted therapy development to genetically modify HSCs to remove surface targets expressed by cancer cells. The Company is headquartered in Cambridge, Massachusetts. The Company was incorporated on December 30, 2015.

On May 8, 2025, the Company announced the wind-down of its clinical and manufacturing operations, which includes a plan to implement a reduction of the Company’s workforce, as the Company conducts a process to explore strategic alternatives to maximize shareholder value. Refer to Note 13, Subsequent Events, to these interim condensed consolidated financial statements for further discussion of this non-recognized subsequent event.

Risks and Uncertainties

The Company is subject to a number of risks common to development stage companies in the biotechnology industry, including, but not limited to, risks of failure of preclinical studies and clinical trials, dependence on key personnel, protection of proprietary technology, reliance on third party organizations, uncertainty of obtaining regulatory approval for any product candidate that it may develop, development by competitors of technological innovations, compliance with government regulations, adverse macroeconomic conditions and the need to obtain additional financing. In addition, as the Company winds down its clinical and manufacturing operations and explores strategic alternatives, it is subject to additional risks, including, without limitation, risks of unforeseen delays or other challenges in winding down its operations, unintended consequences and unanticipated costs associated with the workforce reduction, such as the loss of institutional knowledge and expertise, attrition beyond the intended number of employees and decreased morale among remaining employees, and the uncertainty of consummating a strategic transaction, any of which may result in further cost-saving initiatives in the future or the business ceasing to continue as a going concern.

The Company anticipates that it will continue to incur significant operating losses as it pursues strategic alternatives aimed at maximizing shareholder value.

Liquidity and Capital Resources

As of March 31, 2025, the Company had $60.0 million of cash, cash equivalents and marketable securities and an accumulated deficit of $489.5 million. The Company has also announced that it is winding down its clinical and manufacturing operations and exploring strategic alternatives. The Company anticipates that it will continue to incur significant operating losses for the foreseeable future as it explores strategic alternatives. As a result, the Company’s continued operations are dependent on its ability to consummate a strategic transaction and/or raise additional funding. Based on its current capital resources, combined with the need to enter into a strategic transaction and/or raise additional funding and the uncertainty regarding consummating such a transaction and/or the availability of such additional funding, management has concluded that there is substantial doubt regarding the Company’s ability to continue as a going concern within one year after the date these condensed consolidated financial statements are issued. Management's plans to alleviate the conditions that raise substantial doubt regarding the Company’s ability to continue as a going concern include obtaining additional funding through equity or debt offerings and/or pursuant to collaboration or licensing arrangements. However, additional funding may not be available on terms acceptable to the Company or at all, and the Company may instead engage in, among other alternatives, a potential sale or licensing of its assets, an in-license arrangement, sale of the company, business combination, merger or other strategic transaction. There can be no assurance that the Company will be able to consummate any such strategic alternative on acceptable terms or at all.

If, for any reason, the Company utilizes its capital resources more quickly than anticipated or is unable to obtain additional funding on a timely basis and/or complete a strategic transaction, the Company may be required to further revise its business plan and strategy or cease operations. This may limit the strategic options available to the Company. As a result, the Company’s business, financial condition, and results of operations could be materially affected. The accompanying condensed consolidated financial

statements do not include any adjustments to the carrying amounts and classification of assets and liabilities that may be necessary if the Company were unable to continue as a going concern.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”).

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and the reported amount of expenses during the reporting period. Actual results could differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies in developing the estimates and assumptions that are used in the preparation of the condensed consolidated financial statements. Management must apply significant judgment in this process. Management’s estimation process often may yield a range of potentially reasonable estimates and management must select an amount that falls within that range of reasonable estimates. Estimates are used in the following areas, among others: accrued expenses and research and development expenses.

Unaudited Interim Financial Information

The condensed consolidated financial statements of the Company included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the results for the reported interim periods. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period.

The accompanying condensed consolidated balance sheet as of December 31, 2024 has been derived from the Company’s audited consolidated financial statements for the year ended December 31, 2024. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to GAAP or the rules and regulations of the SEC. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”).

During the three months ended March 31, 2025, there have been no changes to the Company’s significant accounting policies as described in the 2024 Annual Report.

3. Marketable Securities

The amortized cost and estimated fair value of marketable securities, by remaining contractual maturity, are as follows:


	March 31, 2025
(in thousands)	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Fair Value

Maturing in one year or less
U.S. Treasuries	$	9,965	$	23	$	—	$	9,988
Total	$	9,965	$	23	$	—	$	9,988


	December 31, 2024
(in thousands)	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Fair Value

Maturing in one year or less
U.S. Treasuries	$	4,981	$	12	$	—	$	4,993
Maturing after one year through five years
U.S. Treasuries		4,974		10		—		4,984
Total	$	9,955	$	22	$	—	$	9,977

The Company did not have any individual securities in an unrealized loss position as of March 31, 2025 and December 31, 2024. Additionally, the Company did not record any impairments to marketable securities or reserves for credit losses related to its marketable debt securities during the periods presented.

4. Fair Value Measurements

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis:


	March 31, 2025
(in thousands)	Level 1		Level 2		Level 3		Total

Cash equivalents
Money market funds	$	49,813	$	—	$	—	$	49,813
Marketable securities
U.S. Treasuries		—		9,988		—		9,988
Total marketable securities		—		9,988		—		9,988
Restricted cash equivalents
Money market funds		2,413		—		—		2,413
Total	$	52,226	$	9,988	$	—	$	62,214


	December 31, 2024
(in thousands)	Level 1		Level 2		Level 3		Total

Cash equivalents
Money market funds	$	81,718	$	—	$	—	$	81,718
Marketable securities
U.S. Treasuries		—		9,977		—		9,977
Total marketable securities		—		9,977		—		9,977
Restricted cash equivalents
Money market funds		2,413		—		—		2,413
Total	$	84,131	$	9,977	$	—	$	94,108

The fair value of the Company’s cash equivalents and restricted cash equivalents is based on quoted market prices in active markets with no valuation adjustment. The fair value of marketable securities was determined based on observable market inputs. There were no transfers between levels during the three months ended March 31, 2025.

Prepaid expenses, accounts payable and accrued expenses are stated at their respective historical carrying values, which approximate fair value due to their short-term nature.

5. Property and Equipment, Net

Property and equipment, net consisted of the following:


	March 31,			December 31,
(in thousands)	2025			2024
Laboratory equipment	$	9,840		$	9,625
Manufacturing equipment		7,082			7,082
Computer equipment		452			446
Furniture, fixtures and other		610			606
Construction in progress		36			36
Total		18,020			17,795
Less: Accumulated depreciation		(12,034	)		(11,214	)
Property and equipment, net	$	5,986		$	6,581

Depreciation expense for the three months ended March 31, 2025 and 2024 was $0.8 million and $0.9 million, respectively.

6. Accrued Liabilities

Accrued liabilities consisted of the following:


	March 31,		December 31,
(in thousands)	2025		2024
Employee-related expenses	$	1,837	$	5,852
Professional fees		629		1,461
Clinical expenses		4,450		3,835
Manufacturing expenses		849		516
Research and development expenses		656		872
Other		264		356
Total accrued liabilities	$	8,685	$	12,892

7. Stockholders' Equity

Private Placement

On December 27, 2024, the Company entered into a purchase agreement with certain institutional investors (collectively, the "Purchasers"), pursuant to which the Company issued and sold to the Purchasers in a private placement an aggregate of (i) 55,871,260 shares of the Company's common stock and (ii) warrants to purchase up to 69,839,075 shares of the Company's common stock (the "Warrants") 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 the Company.

The Warrants have an exercise price of $0.838 per share and are immediately exercisable, subject to certain limitations on exercise set forth in the Warrants. The Warrants will terminate seven years from issuance on December 30, 2031.

The Company determined that the Warrants are freestanding instruments that do not meet the definition of a liability or derivative. The Warrants are indexed to the Company’s common stock and meet all other conditions for equity classification. Accordingly, the Warrants are classified as equity and accounted for as a component of additional paid-in capital at the time issued. The Company also determined that the Warrants should be included in the determination of diluted net loss per share if their impact is

dilutive. However, they are not included within diluted net loss per share for the period ended March 31, 2025 as the effect would be antidilutive.

As of March 31, 2025, none of the Warrants have been exercised.

8. Stock-Based Compensation

2023 Inducement Plan

As of March 31, 2025, the Company had 2,656,462 shares of its common stock available for future issuance under the 2023 Inducement Plan.

2021 Equity Incentive Plan

As of March 31, 2025, the Company had 4,877,228 shares of its common stock available for future issuance under its 2021 Equity Incentive Plan.

Stock Options

The Company’s stock options generally vest over 48 months with 25% vesting after one year followed by ratable monthly vesting over the remaining three years and have a contractual term of 10 years. The weighted-average assumptions used principally in determining the fair value of new options granted during the periods presented were as follows:


	Three Months Ended March 31,
	2025			2024
Expected term (in years)		6.0			6.0
Expected volatility		85.5	%		90.8	%
Risk-free interest rate		4.4	%		4.0	%
Dividend yield		—			—

During the three months ended March 31, 2025 and 2024, the Company granted new stock options to purchase 4,043,250 shares and 1,449,975 shares of its common stock, respectively, with a weighted-average grant-date fair value of $0.99 and $1.84 per share, respectively. As of March 31, 2025, total unrecognized compensation expense related to stock options was $11.6 million, which includes incremental compensation cost related to the Option Repricing as discussed below. This amount is expected to be recognized over a weighted-average period of 1.8 years based on management’s expectations as of the balance sheet date.

As of March 31, 2025, there were no shares that were both exercised and unvested.

Option Repricing

On February 3, 2025, the Company's board of directors approved a stock option repricing (the “Option Repricing”) whereby the exercise price of certain outstanding options to purchase shares of the Company’s common stock was reduced to $1.34 per share. The repricing applied to options to purchase shares of the Company’s common stock held by continuing employees as of February 3, 2025 that had an exercise price per share greater than $1.34; provided that holders of repriced options must remain in continuous service with the Company through February 3, 2026 or, if earlier, a change in control of the Company or 30 days prior to the applicable repriced option’s original expiration date (the “Retention Period”). If any such repriced option is exercised prior to the end of the Retention Period, the exercise price per share will be the original exercise price per share, and not the reduced exercise price. The total number of shares underlying all repriced options was approximately 6.76 million shares. The repriced options previously had exercise prices ranging from $1.36 to $44.96 per share.

Management determined that the Option Repricing represents a modification of share-based awards and calculated incremental compensation cost of approximately $1.9 million resulting from the modification. As the conditions of the modified terms were expected to be met as of the modification date and the balance sheet date, the Company determined it would recognize the incremental compensation cost associated with the modification ratably over the longer of the one-year Retention Period and the remaining service period of the original option.

Restricted Stock Units

During the three months ended March 31, 2025 and 2024, the Company granted 1,224,000 restricted stock units and 1,070,025 restricted stock units, respectively, with a weighted-average grant date fair value of $1.32 and $2.41 per share, respectively. As of

March 31, 2025, total unrecognized compensation expense related to restricted stock units was $4.4 million, which is expected to be recognized over a weighted-average period of 2.4 years.

Employee Stock Purchase Plan

As of March 31, 2025, the Company had 2,988,537 shares of its common stock available for issuance under its Employee Stock Purchase Plan (“ESPP”).

The Company did not issue any shares of common stock under the ESPP during the three months ended March 31, 2025 and 2024.

Stock-Based Compensation

Stock-based compensation expense was allocated as follows:


	Three Months Ended March 31,
(in thousands)	2025		2024
Research and development	$	1,042	$	1,405
General and administrative		891		1,676
Total stock-based compensation expense	$	1,933	$	3,081

9. Leases

Cambridgepark Lease Amendments

On June 15, 2021, the Company entered into the first lease amendment (“First Lease Amendment”) and second lease amendment (“Second Lease Amendment” and, together with the First Lease Amendment, the “Lease Amendments”) with PPF Off 100 Cambridge Park Drive, LLC (the “Landlord”). The Lease Amendments amended the Company’s lease agreement for its corporate office and laboratory facilities with the Landlord in Cambridge, Massachusetts to add additional leased space in the same building (the “Amended Cambridgepark Lease”).

The First Lease Amendment and Second Lease Amendment commenced for accounting purposes on January 28, 2022 and April 29, 2022, respectively. The terms of the Lease Amendments are through September 2030 for approximately $8.4 million and $22.3 million in fixed payments for the First Lease Amendment and Second Lease Amendment, respectively. There are no options to extend the Lease Amendments.

Payments due associated with the Lease Amendments include fixed and variable payments. Variable payments relate to the Company’s share of the Landlord’s operating costs associated with the underlying assets and are recognized when the event on which those payments are assessed occurs. The Amended Cambridgepark Lease does not contain a residual value guarantee. The Lease Amendments term end dates are coterminous with the existing lease agreement. In conjunction with the Lease Amendments, the Company was required to increase its irrevocable standby letter of credit to $2.4 million for the benefit of the Landlord, which has been secured by money market investments and is presented as restricted cash equivalents.

For further information regarding the Company’s Cambridgepark lease, refer to Note 9 to the consolidated financial statements included in the 2024 Annual Report.

The elements of lease expense were as follows:


	Three Months Ended March 31,
(in thousands)	2025		2024
Operating lease cost		1,951	$	1,951
Variable lease cost		711		530
Total lease cost	$	2,662	$	2,481

Amounts reported in the condensed consolidated balance sheets and the weighted-average lease term and discount rate information were as follows:


(in thousands except weighted-average amounts)	March 31, 2025			December 31, 2024
Assets
Operating lease right-of-use assets	$	33,697		$	35,007
Liabilities
Operating lease liabilities, current	$	4,266		$	4,215
Operating lease liabilities, non-current		26,516			27,615
Total lease liabilities	$	30,782		$	31,830
Weighted-Average Lease Term and Discount Rate
Weighted-average remaining lease term (years)		5.5		5.7
Weighted-average discount rate		8.2	%		8.2	%

The following table represents other lease activity:


	Three Months Ended March 31,
(in thousands)	2025		2024
Other Information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases	$	1,688	$	1,639

10. Significant Agreements

Since December 31, 2024, there have been no material changes to the key terms of the Company’s license agreements. For further information regarding the Company’s existing license agreements, refer to Note 10 to the consolidated financial statements included in the 2024 Annual Report.

11. Net Loss Per Share

The following table sets forth the computation of the Company’s basic and diluted net loss per share for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
(in thousands, except share and per share amounts)	2025			2024
Numerator:
Net loss attributable to common stockholders	$	(32,486	)	$	(30,804	)
Denominator:
Weighted-average number of common shares outstanding, basic and diluted		124,824,147			68,030,966
Net loss per share attributable to common stockholders, basic and diluted	$	(0.26	)	$	(0.45	)

The Company’s potentially dilutive securities were stock options, unvested restricted stock, restricted stock units, and warrants. Based on the amounts outstanding as of March 31, 2025 and 2024, the Company excluded the following potential common shares from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect:


	As of March 31,
	2025		2024
Options to purchase common stock		12,457,459		9,617,839
Unvested restricted stock		—		7,725
Restricted stock units		2,289,447		1,870,070
Warrants		69,839,075		—

12. Segments

The Company operates and manages its business as one reportable and operating segment, centered around the commercial development of its product candidates. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer (“CEO”).

The Company’s CODM reviews consolidated operating results, manages the business on a consolidated basis and utilizes consolidated net loss from the consolidated statements of operations and comprehensive loss to make decisions about allocating resources and assessing performance for the entire Company. Consolidated net loss is also used to monitor budget to actual results. The CODM is additionally regularly provided with more detailed expense information at the program level.

The following table is a summary of the segment profit or loss, including significant segment expenses (in thousands):


	Three Months Ended March 31,
	2025			2024
Segment expenses:
Trem-cel(a)	$	6,382		$	4,861
VCAR33(a)		3,636			2,600
Other research and development(a)		2,995			3,117
Salaries and benefits		11,613			12,113
General corporate activities		5,169			5,299
Other segment items(b)		2,691			2,814
Segment expenses:		32,486			30,804
Segment net loss		(32,486	)		(30,804	)

(a) Includes only external research and development expenditures.

(b) Other segment items are primarily comprised of taxes, interest income on marketable securities and certain non-cash expenses such as stock-based compensation, depreciation expense, and non-cash lease expense.

The measure of segment assets is reported on the consolidated balance sheet as total assets. The CODM additionally reviews cash, cash equivalents and marketable securities when reviewing segment assets. As of March 31, 2025, the Company’s cash, cash equivalents and marketable securities were $60.0 million. The Company does not provide its CODM with any more detailed segment asset information than what is included on the Company’s consolidated balance sheets.

13. Subsequent Events

On May 5, 2025, the Company’s board of directors approved the wind down of the Company’s clinical and manufacturing operations as the Company conducts a process to explore strategic alternatives to maximize shareholder value. The Company publicly announced this plan on May 8, 2025.

In conjunction with this strategic process, the Company also announced a reduction of its workforce by 147 full-time employees, or approximately 95% of the Company’s then-current employee base. The reduction of workforce is expected to result in approximately $10.9 million in severance costs and such costs are primarily expected to be incurred in the second quarter of 2025. In addition, the Company expects to incur impairment charges, losses on disposals of assets, contract termination costs and other incremental expenses as a result of the strategic process and the amount of such charges and costs could be material to the Company’s results of operations and financial condition. The exact amounts and timing of recognition of such charges and costs is not yet known.

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

You should read the following discussion and analysis of our financial condition and results of operations together with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”). Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the section titled “Risk Factors” in our 2024 Annual Report and in other reports we have filed or may file with the SEC, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

Vor Bio is a clinical-stage company harnessing the power of cell and genome engineering to develop potentially transformative therapies in acute myeloid leukemia (“AML”), a devastating disease with few treatment options. AML is the most common type of acute leukemia in adults and one of the deadliest and most aggressive blood cancers, affecting approximately 20,000 newly diagnosed patients each year in the United States.

On May 8, 2025, we announced that we are winding down our clinical and manufacturing operations, including our ongoing clinical trials, and conducting a process to explore strategic alternatives to maximize shareholder value, including, among other alternatives, a potential sale or licensing of our assets, an in-license arrangement, sale of the company, business combination, merger or other strategic action. In conjunction with this strategic process, we also announced a reduction of our workforce by 147 full-time employees, or approximately 95% of our then-current employee base. The reduction of workforce is expected to result in approximately $10.9 million in severance costs and such costs are primarily expected to be incurred in the second quarter of 2025. We estimate we will incur additional costs related to our wind down activities, including but not limited to impairment charges, losses on disposals of assets, contract termination costs and other incremental expenses as a result of the strategic process. The amount of such charges and costs could be material to our results of operations and financial condition. The exact amounts and timing of recognition of such charges and costs is not yet known.

We have incurred significant operating losses since inception, including net losses of $32.5 million for the three months ended March 31, 2025 and $116.9 million for the year ended December 31, 2024. As of March 31, 2025, we had an accumulated deficit of $489.5 million.

As of March 31, 2025, we had cash, cash equivalents and marketable securities of $60.0 million. We do not expect that our cash, cash equivalents and marketable securities at March 31, 2025 will enable us to fund our operations beyond one year from the date that these condensed consolidated financial statements are issued.

Critical Accounting Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles. The preparation of our condensed consolidated financial statements requires us to make judgments and estimates that affect the reported amounts of assets, liabilities, costs, and expenses, and the disclosure of contingent assets and liabilities in our condensed consolidated financial statements. We base our estimates on historical experience, known trends and events, and various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. On an ongoing basis, we evaluate our judgments and estimates in light of changes in circumstances, facts, and experience. The effects of material revisions in estimates, if any, will be reflected in the condensed consolidated financial statements prospectively from the date of change in estimates. There have been no material changes to our critical accounting estimates from those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Annual Report.

Financial Operations Overview

Revenue

We have not generated any revenue since our inception and do not expect to generate any revenue from the sale of products in the near future, if at all. If our development efforts for any product candidates that we may in-license as part of our strategic review process are successful and result in marketing approval, or if we enter into collaboration or license agreements with third parties, we may generate revenue in the future from a combination of product sales or payments from such agreements.

Expenses

Research and Development Expenses

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:

•

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

•

costs of consultants, including their fees and related travel expenses;

•

costs related to compliance with quality and regulatory requirements;

•

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

•

payments made under third party licensing agreements.

Internal expenses include:

•

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

•

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

We expense research and development costs as incurred. We recognize external development costs based on an evaluation of the progress to completion of specific tasks using information provided to us by our vendors. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and are reflected in our condensed consolidated financial statements as prepaid expenses or accrued research and development expenses. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized, even when there is no alternative future use for the research and development. The capitalized amounts are expensed as the related goods are delivered or the services are performed.

A significant portion of our research and development costs have been external costs, which we track by program.

Research and development activities have been central to our business model, prior to our decision to wind down clinical and manufacturing operations in May 2025. We generally expect that our research and development expenses will decrease significantly as we wind down these operations. We may also incur other charges or cash expenditures due to events that may occur as a result of, or associated with, our wind down of clinical and manufacturing operations and review of strategic alternatives. The exact amounts of the charges and costs that we expect to incur, and the timing thereof, are currently unknown and such costs and charges could be material to our results of operation and financial condition.

The successful development of our product candidates or any product candidates that we may in-license as part of our strategic review in the future is highly uncertain. Therefore, we cannot reasonably estimate or know the nature, timing and estimated costs of the efforts that will be necessary to complete the development and commercialization of any of our product candidates. We are also unable to predict when, if ever, material net cash inflows will commence from the sale of our product candidates, if approved. This is due to the numerous risks and uncertainties associated with developing product candidates, many of which are outside of our control, including the uncertainty of successfully completing clinical trials with safety, tolerability and efficacy profiles that are satisfactory to the FDA or any comparable foreign regulatory authority; the timing, receipt and terms of any regulatory approvals from applicable regulatory authorities; establishing commercial manufacturing capabilities or making arrangements with third-party manufacturers; government regulation and regulatory guidance; obtaining, maintaining, defending and enforcing intellectual property rights; launching commercial sales of product candidates, if approved; and the availability of funding sufficient for foreseeable and unforeseeable operating expenses and capital expenditure requirements. Any changes in the outcome of any of these variables could mean a significant change in the costs and timing associated with the development of our product candidates.

General and Administrative Expenses

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.

We generally expect that our general and administrative expenses will decrease significantly as we wind down our clinical and manufacturing operations, including through the implementation of our workforce reduction in May 2025. However, we may also

incur other charges or cash expenditures due to events that may occur as a result of, or associated with, our wind down of clinical and manufacturing operations and review of strategic alternatives. The exact amounts of the charges and costs that we expect to incur, and the timing thereof, are currently unknown and such costs and charges could be material to our results of operation and financial condition.

Other Income

Interest Income

Interest income consists of interest income earned on our cash, cash equivalents, restricted cash equivalents and marketable securities held in financial institutions.

Results of Operations

Comparison of Three Months Ended March 31, 2025 and 2024

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


	Three Months Ended March 31,
	2025			2024			Change
Operating expenses:
Research and development	$	26,701		$	24,322		$	2,379
General and administrative		6,590			8,004			(1,414	)
Total operating expenses		33,291			32,326			965
Loss from operations		(33,291	)		(32,326	)		(965	)
Other income:
Interest income		805			1,522			(717	)
Total other income		805			1,522			(717	)
Net loss	$	(32,486	)	$	(30,804	)	$	(1,682	)

Research and Development Expenses

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


	Three Months Ended March 31,
	2025		2024		Change
External research expenses:
Trem-cel	$	6,382	$	4,861	$	1,521
VCAR33		3,636		2,600		1,036
Other research and development		2,995		3,117		(122	)
Internal research expenses:
Salaries and benefits (including stock-based compensation)		10,099		10,468		(369	)
Manufacturing, facilities, and other research expenses		3,589		3,276		313
Total research and development expenses	$	26,701	$	24,322	$	2,379

Research and development expenses were $26.7 million for the three months ended March 31, 2025, compared to $24.3 million for the three months ended March 31, 2024. The increase of $2.4 million was primarily due to an increase in clinical trial costs to support our trem-cel and VCAR33 programs as well as an increase in lab supplies and consumables.

General and Administrative Expenses

General and administrative expenses were $6.6 million for the three months ended March 31, 2025, compared to $8.0 million for the three months ended March 31, 2024. The decrease of $1.4 million was primarily due to a decrease in stock-based compensation expense and personnel costs.

Other Income

Other income decreased by $0.7 million during the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The decrease in other income was due to decreases in interest earned from our cash, cash equivalents, restricted cash

equivalents and marketable securities as we held lower balances of cash, cash equivalents and marketable securities during the 2025 period.

Liquidity and Capital Resources

Sources of Liquidity

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 financing transactions of approximately $517.1 million as of March 31, 2025.

On March 20, 2025, we filed a universal shelf registration statement (the “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 March 31, 2025, $350.0 million remains available under this Shelf Registration Statement, including $119.7 million reserved for at-the market offerings discussed below.

However, as of the date of filing our Shelf Registration Statement, our public float was less than $75 million. As a result, we are subject to the limitations of General Instruction I.B.6 to Form S-3 until such time as our public float exceeds $75 million, which means we only have the capacity to sell shares up to one-third of our public float under shelf registration statements in any twelve-month period. We will remain constrained by the limitations of General Instruction I.B.6 to Form S-3 until such time as our public float exceeds $75 million, at which time the number of securities we may sell under a Form S-3 registration statement will no longer be constrained by the limitations of General Instruction I.B.6 to Form S-3.

At-the-Market Sales Agreement

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, subject to our filing a prospectus supplement to the base prospectus included in our Shelf Registration Statement covering the offer and sale of shares of our common stock pursuant to the Stifel ATM Facility and subject to the limitations of General Instruction I.B.6 of Form S-3. We will 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, 2025. As of March 31, 2025, $119.7 million remained available to be sold under the Stifel ATM Facility.

Cash Requirements

As of March 31, 2025, we had cash, cash equivalents and marketable securities of $60.0 million. Depending on the outcome of our strategic review process, we may need to raise substantial additional capital to fund our 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.

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 condensed consolidated financial statements. 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.

We expect our expenses to decrease substantially in connection with the wind down of our clinical and manufacturing operations. However, we may incur substantial additional expenses and other charges as we conduct our strategic alternatives review and evaluate and seek to consummate strategic transactions to maximize shareholder value.

If we are successful in consummating a strategic transaction that enables us to continue to develop our current or new product candidates, we will require substantial additional funding to expand our operations, hire additional personnel, initiate and successfully complete preclinical studies and clinical trials, obtain marketing approval and generate revenue from sales of our product candidates, if approved, and protect our intellectual property. We would 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. Because of the uncertain outcome of our strategic review process and the numerous risks and uncertainties associated with product development, we cannot predict the timing or amount of our future expenses, and there is no assurance that we will ever be profitable or generate positive cash flow from operating activities.

If, for any reason, we utilize our capital resources more quickly than anticipated or are unable to obtain additional funding on a timely basis and/or complete a strategic transaction, we may be required to further revise our business plan and strategy or cease

operations. This may limit the strategic options available to us. As a result, our business, financial condition, and results of operations could be materially affected.

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, cash requirements or capital resources.

Cash Flows

The following table provides information regarding our cash flows for the periods presented (in thousands):


	Three Months Ended March 31,
	2025			2024
Net cash used in operating activities	$	(31,066	)	$	(30,465	)
Net cash (used in) provided by investing activities		(230	)		43,973
Net cash (used in) provided by financing activities		(606	)		96
Net (decrease) increase in cash, cash equivalents and restricted cash equivalents	$	(31,902	)	$	13,604

Operating Activities

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.

Net cash used in operating activities was $30.5 million for the three months ended March 31, 2024, reflecting a net loss of $30.8 million and net cash used of $4.1 million for operating assets and liabilities, which were partially offset by non-cash charges of $4.5 million. The non-cash charges primarily consisted of stock-based compensation expense of $3.1 million, non-cash lease expense of $1.2 million and depreciation expense of $0.9 million, partially offset by $0.8 million of non-cash interest earned on marketable securities.

The $0.6 million increase in net cash used in operating activities for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was primarily due to an increase in research and development expenses and decrease in stock-based compensation, partially offset by differences in the timing of payments for costs incurred during each respective period.

Investing Activities

Net cash used in investing activities was $0.2 million for the three months ended March 31, 2025, which consisted primarily of purchases of $0.2 million of property and equipment. Net cash provided by investing activities was $44.0 million for the three months ended March 31, 2024, which consisted of proceeds of $54.0 million from the maturity of marketable securities, partially offset by purchases of $9.9 million of marketable securities and $0.1 million of property and equipment.

Financing Activities

Net cash used in financing activities was $0.6 million for the three months ended March 31, 2025, which consisted of $0.5 million of issuance costs related to the December 2024 private placement and $0.1 million of taxes paid related to net share settlement of equity awards. Net cash provided by financing activities was $0.1 million for the three months ended March 31, 2024, which consisted of proceeds from the issuance of common stock under the Stifel ATM Facility of $0.3 million, partially offset by $0.2 million of taxes paid related to net share settlement of equity awards.

Contractual Obligations and Other Commitments

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. During the three months ended March 31, 2025, there were no significant changes in contractual obligations and commitments from that described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations and Other Commitments” in our 2024 Annual Report.

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.

We also have agreements with certain vendors for various services, including services related to clinical operations and support, which we are not contractually able to terminate for convenience and avoid any and all future obligations to the vendors. Under such

agreements, we are contractually obligated to make certain payments to vendors to reimburse them for their unrecoverable outlays incurred prior to cancellation. The exact amounts of such obligations are dependent on the timing of termination and the exact terms of the relevant agreement and cannot be reasonably estimated. We do not include these payments in this summary as they are not fixed and estimable.

As discussed within Note 13, Subsequent Events, to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, on May 5, 2025, the Company’s board of directors approved the wind down of our clinical and manufacturing operations. As a result, our existing contractual obligations and commitments may be renegotiated, amended or altered as we wind down operations and explore strategic alternatives to maximize shareholder value. The estimated impact of such activities was described within our Current Report on Form 8-K filed on May 8, 2025.

Recent Accounting Pronouncements

There are no new significant recent accounting pronouncements which may materially impact our financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Item 10 of Regulation S-K and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the evaluation of our disclosure controls and procedures as of March 31, 2025, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures as of such date were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently a party to any material legal proceedings. From time to time, we may become involved in other litigation or legal proceedings relating to claims arising from the ordinary course of business.

Item 1A. Risk Factors.

Our business is subject to risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our securities. Except as set forth below, there have been no material changes to the risk factors disclosed in “Part I. Item 1A. Risk Factors” in our 2024 Annual Report.

If we fail to satisfy all applicable requirements of Nasdaq and it determines to delist our common stock, the delisting could adversely affect the market liquidity of our common stock and the market price of our common stock could decrease.

To maintain the listing of our common stock on Nasdaq, we are required to meet certain listing requirements, including a minimum closing bid price of $1.00 per share. On April 22, 2025, we received notice from Nasdaq that we are no longer in compliance with Nasdaq’s Listing Rule 5450(a)(1) because the closing bid price of our common stock had fallen below $1.00 per share for 30 consecutive days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have an initial period of 180 calendar days, or until October 20, 2025 (the “Compliance Date”), to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of our common stock must be at least $1.00 per share for a minimum of 10 consecutive business days before the Compliance Date.

If our common stock does not achieve compliance by the Compliance Date, we may be eligible for an additional 180-day period to regain compliance if we apply to transfer the listing of our common stock to the Nasdaq Capital Market. To qualify, we would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards, with the exception of the bid price requirement, and provide written notice to Nasdaq of our intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.

There can be no assurance that we will maintain compliance with the requirements for listing our common stock on Nasdaq. If we are unable to satisfy the Nasdaq criteria for continued listing, our common stock would be subject to delisting. A delisting of our common stock could negatively impact us by, among other things, (i) reducing the liquidity and market price of our common stock; (ii) reducing the number of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing; (iii) decreasing the amount of news and analyst coverage of us; (iv) limiting our ability to issue additional securities or obtain additional financing in the future; (v) limiting our ability to use a registration statement to offer and sell freely tradable securities, thereby preventing us from accessing the public capital markets; and (vi) impairing our ability to provide equity incentives to our employees. In addition, delisting from Nasdaq may negatively impact our reputation and, consequently, our business.

Our strategic review and workforce reduction may not achieve our intended outcomes.

In May 2025, we announced the initiation of a process to explore a range of strategic alternatives aimed at maximizing both near- and long-term shareholder value, which could include, among other alternatives, a potential sale or licensing of assets, a sale of the Company, a business combination, a merger or other strategic action. We expect to devote substantial time and resources to exploring strategic alternatives we believe may drive shareholder value. Despite devoting significant efforts to identify and evaluate potential strategic alternatives, there can be no assurance that this strategic review process will result in us pursuing any transaction or that any transaction, if pursued, will be completed on attractive terms or at all. We have not set a timetable for completion of this strategic review process, and our Board of Directors has not approved a definitive course of action beyond the wind-down of our clinical and manufacturing operations and the exploration of strategic alternatives. Additionally, there can be no assurances that any particular course of action, business arrangement or transaction, or series of transactions will be pursued, successfully consummated or lead to increased shareholder value.

In connection with the strategic review, we also implemented certain actions to reduce operational and workforce expenses that are no longer deemed core to our ongoing operations in order to extend our capital resources, including the wind down of our clinical and manufacturing operations. We may experience unforeseen delays or other challenges in implementing these changes, which could adversely impact our timelines and operations and, ultimately, our ability to develop product candidates for potential commercialization. The workforce reduction may result in unintended consequences and costs, such as the loss of institutional knowledge and expertise, attrition beyond the intended number of employees, decreased morale among our remaining employees, and the risk that we may not achieve the anticipated benefits of the reduction in force. Furthermore, we may undertake further similar

cost-saving initiatives in the future, which may include additional restructuring or workforce reductions. These types of cost-reduction activities can be complex and result in unintended consequences and costs, which could adversely impact our business. In addition, we estimate we will incur additional costs related to our wind down activities, including but not limited to impairment charges, losses on disposals of assets, contract termination costs and other incremental expenses as a result of the strategic process. The amount of such charges and costs could be material to our results of operations and financial condition. The exact amounts and timing of recognition of such charges and costs is not yet known.

Item 5. Other Information

During the quarter ended March 31, 2025, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," each as defined in Regulation S-K Item 408.

Item 6. Exhibits.

      
     Incorporated by Reference

     Exhibit
Number

     Description

     Form

     File No.

     Exhibit Number

     Filing Date

     Filed Herewith

     3.1

     Amended and Restated Certificate of Incorporation of the Registrant

     8-K

     001-39979

     3.1

     February 9, 2021

     3.2

     Amended and Restated Bylaws of the Registrant

     8-K

     001-39979

     3.2

     February 9, 2021

     4.1

     Form of Common Stock Certificate of the Registrant

     S-1/A

     333-252175

     4.1

     February 1, 2021

     4.2

     Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated June  30, 2020

     S-1/A

     333-252175

     4.2

     February 1, 2021

     31.1

     Certification of Principal Executive and Financial Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

     X

     32.1†

     Certification of Principal Executive and Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     X

     101.INS

     Inline XBRL Instance Document
 
     X

     101.SCH

     Inline XBRL Taxonomy Extension Schema Document
 
     X

     101.CAL

     Inline XBRL Taxonomy Extension Calculation Linkbase Document
 
     X

     101.DEF
 
     Inline XBRL Taxonomy Extension Definition Linkbase Document
 
     X

     101.LAB
 
     Inline XBRL Taxonomy Extension Label Linkbase Document
 
     X

     101.PRE

     Inline XBRL Taxonomy Extension Presentation Linkbase Document
 
     X

     104

     The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in Inline XBRL.

+ Indicates management contract or compensatory plan.

† The certifications furnished in Exhibit 32.1 hereto are deemed to be furnished with this Quarterly Report on Form 10-Q and will not be deemed to be “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.


	VOR BIOPHARMA INC.

Date: May 14, 2025	By:	/s/ Robert Ang
		Robert Ang President and Chief Executive Officer (Principal Executive Officer)