Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Vor Biopharma Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
929033207 (CUSIP Number) |
09/18/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 929033207 |
| 1 | Names of Reporting Persons
Qiming Venture Partners VIII Investments, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
414,487.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.55 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Row (5) (7) and (9): consists of (i) 371,420 shares of the Issuer's common stock and 43,067 shares of common stock issuable upon the exercise of the Pre-Funded Warrants (as defined in Item 4) within 60 days of September 24, 2025. Note to Row (11): The percentage is calculated based upon an aggregate of (i) 9,022,080 common stock outstanding as of September 24, 2025, which is based on the information provided by the Issuer and (ii) an aggregate of 94,631 common stock issuable upon the exercise of the Pre-Funded Warrants within 60 days of September 24, 2025.
SCHEDULE 13G
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| CUSIP No. | 929033207 |
| 1 | Names of Reporting Persons
Qiming Venture Partners VIII-HC, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
496,272.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.44 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row (5) (7) and (9): consists of (i) 444,708 shares of the Issuer's common stock and 51,564 shares of common stock issuable upon the exercise of the Pre-Funded Warrants (as defined in Item 4) within 60 days of September 24, 2025. Note to Row (11): The percentage is calculated based upon an aggregate of (i) 9,022,080 common stock outstanding as of September 24, 2025, which is based on the information provided by the Issuer and (ii) an aggregate of 94,631 common stock issuable upon the exercise of the Pre-Funded Warrants within 60 days of September 24, 2025.
SCHEDULE 13G
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| CUSIP No. | 929033207 |
| 1 | Names of Reporting Persons
Qiming GP VIII, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
414,487.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.55 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Row (5) (7) and (9): As of the date of this Schedule 13G filing, Qiming GP VIII, LLC is the general partner of Qiming Venture Partners VIII, L.P. and Qiming VIII Strategic Investors Fund, L.P., which are the members of the Qiming Venture Partners VIII Investments, LLC with 99.50% and 0.50% equity interest in Qiming Venture Partners VIII Investments, LLC, respectively. Note to Row (11): The percentage is calculated based upon an aggregate of (i) 9,022,080 common stock outstanding as of September 24, 2025, which is based on the information provided by the Issuer and (ii) an aggregate of 94,631 common stock issuable upon the exercise of the Pre-Funded Warrants within 60 days of September 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 929033207 |
| 1 | Names of Reporting Persons
Qiming GP VIII-HC, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
496,272.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.44 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Row (5) (7) and (9): As of the date of this Schedule 13G filing, Qiming GP VIII-HC, LLC is the general partner of Qiming Venture Partners VIII-HC, L.P. Note to Row (11): The percentage is calculated based upon an aggregate of (i) 9,022,080 common stock outstanding as of September 24, 2025, which is based on the information provided by the Issuer and (ii) an aggregate of 94,631 common stock issuable upon the exercise of the Pre-Funded Warrants within 60 days of September 24, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Vor Biopharma Inc. | |
| (b) | Address of issuer's principal executive offices:
500 Boylston Street, Suite 1350, Boston, MA, 02116. | |
| Item 2. | ||
| (a) | Name of person filing:
Qiming Venture Partners VIII Investments, LLC ("QVP VIII LLC"), Qiming Venture Partners VIII-HC, L.P. ("QVP VIII-HC"), Qiming GP VIII, LLC, Qiming GP VIII-HC, LLC (collectively, the "Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
The registered address of each of the Reporting Persons is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. | |
| (c) | Citizenship:
All Reporting Persons are organized in Cayman Islands. | |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.:
929033207 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. The Reporting Persons' ownership of the Issuer's securities consists of (i) 371,420 shares of the Issuer's common stock and pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 538,752 shares of common stock held by QVP VIII LLC; and (ii) 444,708 shares of the Issuer's common stock and Pre-Funded Warrants exercisable for up to 645,059 shares of common stock held by QVP VIII-HC. The Pre-Funded Warran
ts contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise of the Pre-Funded Warrants to the extent that, following exercise, QVP VIII LLC and QVP VIII-HC, together with their affiliates and other attribution parties, would own more than 9.99% of the outstanding shares of common stock. QVP VIII LLC and QVP VIII-HC are currently prohibited from exercising the Pre-Funded Warrants to the extent that such exercise would result in beneficial ownership of more than 910,759 shares of common stock. | |
| (b) | Percent of class:
Due to the Beneficial Ownership Blocker listed in the Pre-Funded Warrants, the Reporting Persons' aggregated beneficial ownership percentage is 9.99%. Such percentage is based upon the sum of (i) 9,022,080 shares of common stock outstanding as of September 24, 2025, as provided by the Issuer; (ii) 371,420 and 444,708 shares of common stock issued to QVP VIII LLC and QVP VIII-HC, respectively, subsequent to September 22, 2025 upon the exercise of Pre-Funded Warrants by the respective Reporting Persons; and (iii) an aggregate of 94,631 shares of common stock issuable upon the exercise of the Pre-Funded Warrants within 60 days of September 24, 2025. %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
The information set forth in Row (5) of the cover page for each of the Reporting Person is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information set forth in Row (6) of the cover page for each of the Reporting Person is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information set forth in Row (7) of the cover page for each of the Reporting Person is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information set forth in Row (8) of the cover page for each of the Reporting Person is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit A - Joint Filing Agreement |