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TableofContents PART IItem1. BusinessItem lA. Risk FactorsItem lB.Umesolved Staff CommentsItem 1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem4.Mine Safety Disclosures PART IIItem5. MarketforRegistrant's Common Equity, Related Stockholder Matters and Issuer PurchasesofEquity SecuritiesItem6.[Reserved]Item7.Management's Discussion and AnalysisofFinancial Condition and ResultsofOperationsItem 7A Quantitative and Qualitative Disclosures About Market RiskItem8.Financial Statements and Supplementary DataItem9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem9A.Controls and ProceduresItem9B.Other InformationItem 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections949495105105105105106106 Part IIIItem10.Directors, Executive Officers and Corporate Governance Item11.Executive CompensationItem12 Security OwnershipofCertain Beneficial Owners and Management and Related StockholderMattersItem13 Certain Relationships and Related Transactions, and Director IndependenceItem14 Principal Accountant Fees and Services107107107107107 PART IVItem15.Exhibits and Financial Statement Schedules Item16 Form 10-K Summary108111 Note Regarding Company References Throughout this Annual Report on Form 10-K ("Annual Report"), the "Company," "Vor," "Vor Bio," "VorBiopharma Inc.,""we,""us,"and "our," except where the context requires otherwise, refer to Vor Biopharma Inc.and its consolidated subsidiary, and "our boardofdirectors" refers to the boardofdirectorsofVor Biopharma Inc. Special Note Regarding Forward-Looking Statements and Industry Data This Annual Report contains forward-looking statements that involve substantial risks and uncertainties. Allstatements, other than statementsofhistorical facts, contained in this Annual Report, including statements regardingour strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, andobjectivesofmanagement, are forward-looking statements. In some cases, you can identify forward-lookingstatements by terms such as"may," "will," "should," "would," "expect," "plan," "anticipate," "could," "might,""intend," "target," "ongoing," "project," "estimate," "believe," "estimate," "predict," "potential" or "continue" orthe negativeofthese terms or other similar expressions intended to identify statements about the future. Thesestatements speak only asofthe dateofthis Annual Report and involve known and unknown risks, uncertainties andother important factors that may cause our actual results, levelsofactivity, performance or achievements to bematerially different from any future results, levelsofactivity, performance or achievements expressed or implied bythe forward-looking statements. We have based these forward-looking statements largely on our currentexpectations and projections about future events and financial trends that we believe may affect our business,financial condition and resultsofoperations. These forward-looking statements include, without limitation,statements about: •the timing, progress and resultsofour preclinical studies and clinical trialsofour product candidates,including statements regarding the timing and paceofinitiation, emollment and completionofstudies ortrials and related preparatory work, the period during which the resultsofthe trials will becomeavailable and plans with respect to our research and development programs;•the timing and successofour in-house or third party clinical manufacturing capabilities and efforts;•the timingofany submissionoffilings for regulatory approvalof, and our ability to obtain and maintainregulatory approvals for, our product candidates for any indication;•our ability to identify patients with the diseases treated by our product candidates, and to emoll patientsin trials;•our expectations regarding the market acceptance and opportunity for and clinical utilityofour productcandidates,ifapprovedfor commercial use ;•our expectations regarding the scopeofany approved indication for any product candidate;•our ability to successfully commercialize our product candidates;•our estimatesofour expenses, ongoing losses, future revenue, capital requirements and our need for orability to obtain additional funding;•our ability to establish or maintain collaborations or strategic relationships;•our ability to identify, recruit and retain key personnel, including executive officers and membersofmanagement;•our reliance upon intellectual property licensed from third parties and our ability to obtain such licenseson commercially reasonable terms or at all;•our ability to protect and enforce our intellectual property position for our product candidates, and thescopeofsuch protection;•our financial performance;•the period over which we estimate our existing cash, cash equivalents and marketable securities will besufficient to fund our future operating expenses and capital expenditure requirements; •our competitive position and thedevelopmen