VOR 10-Q/A
Vor Biopharma Inc. (VOR)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
(Zip Code) | |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
| Emerging growth company | ||||||
PART II—OTHER INFORMATION
Item 5. Other Information
During the quarter ended March 31, 2024, 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, except as follows:
| • | On March 4, 2024, Eyal C. Attar, M.D., the Company’s Chief Medical Officer, adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act for the sale of 9,478 shares of common stock between June 3, 2024 and June 30, 2025 (the “Sales Period”) plus up to 36,562 additional shares of common stock that may be acquired by Dr. Attar in connection with the settlement of restricted stock units during the Sales Period, net of shares withheld to satisfy tax withholding obligations, so long as the market price of the Company’s common stock is higher than certain minimum thresholds specified in the trading plan. |
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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 | 10-Q | 001-39979 | 32.1 | May 9, 2024 | |||||||||||||||||
| 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, 2024, formatted in Inline XBRL. |
| ||||||||||||||||||||
| † | 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. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| VOR BIOPHARMA INC. | ||||||
| Date: August 8, 2024 | By: | /s/ Robert Ang | ||||
| Robert Ang | ||||||
| President and Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) | ||||||
| Date: August 8, 2024 | By: | /s/ Amy Quinlan | ||||
| Amy Quinlan | ||||||
| Vice President, Finance (Principal Accounting Officer) | ||||||
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