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EX-23.1 - EX-23.1 - Vor Biopharma Inc.d96999dex231.htm
EX-5.1 - EX-5.1 - Vor Biopharma Inc.d96999dex51.htm

As filed with the Securities and Exchange Commission on February 5, 2021

Registration No. 333-                    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Vor Biopharma Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   2836   81-1591163
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification No.)

100 Cambridgepark Drive

Suite 400

Cambridge, Massachusetts 02140

(617) 655-6580

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Robert Ang, M.B.B.S.

President and Chief Executive Officer

Vor Biopharma Inc.

100 Cambridgepark Drive

Suite 400

Cambridge, Massachusetts 02140

(617) 655-6580

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Richard Segal

Charles S. Kim

Divakar Gupta

Cooley LLP

500 Boylston Street

Boston, Massachusetts 02116

(617) 937-2300

 

Peter N. Handrinos

Nathan Ajiashvili
Latham & Watkins LLP

200 Clarendon Street

Boston, Massachusetts 02116
(617) 948-6000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ (333-252175)

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

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.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

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 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities Being Registered   Amount
to be
Registered(1)
  Proposed
Maximum
Aggregate Offering
Price Per Share
  Proposed
Maximum
Aggregate
Offering Price
  Amount of
Registration Fee(2)

Common Stock, $0.0001 par value per share

  1,155,159   $18.00   $20,792,862   $2,269

 

 

(1)

Represents only the additional number of shares being registered and includes 150,672 shares of common stock issuable upon exercise of the underwriters’ option to purchase additional shares. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-252175).

(2)

The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price. The registrant previously registered securities at an aggregate offering price not to exceed $182,647,080 on a Registration Statement on Form S-1 (File No. 333-252175), which was declared effective by the Securities and Exchange Commission on February 4, 2021. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $20,792,862 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares.

 

 

This Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

 

 

 


EXPLANATORY NOTE AND

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), for the sole purpose of increasing the aggregate number of shares of common stock offered by Vor Biopharma Inc. (the “Registrant”) by 1,155,159 shares, 150,672 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The contents of the Registration Statement on Form S-1, as amended (File No. 333-252175), filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, which was declared effective by the Commission on February 4, 2021, are incorporated by reference into this Registration Statement.

The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of City of Cambridge, Commonwealth of Massachusetts, on this 5th day of February, 2021.

 

        VOR BIOPHARMA INC.
By:  

/s/ Robert Ang

 

Name: Robert Ang, M.B.B.S

Title:   President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Robert Ang

Robert Ang, M.B.B.S

  

President, Chief Executive Officer and Director

(Principal Executive Officer)

  February 5, 2021

/s/ Nathan Jorgensen

Nathan Jorgensen, Ph.D.

  

Chief Financial Officer (Principal Financial

Officer and Principal Accounting Officer)

  February 5, 2021

*

Daniella Beckman

   Director   February 5, 2021

*

David C. Lubner

   Director   February 5, 2021

*

Sven (Bill) Ante Lundberg, M.D.

   Director   February 5, 2021

*

Kush M. Parmar, M.D., Ph.D.

   Director   February 5, 2021

*

Matthew Patterson

   Director   February 5, 2021

*

Joshua Resnick, M.D.

   Director   February 5, 2021

 

*By:  

/s/ Robert Ang

 

Robert Ang

Attorney-in-Fact