Vor Biopharma Inc美股招股说明书(2025-12-01版)

Common Stock This prospectus relates to the proposed resale from time to time by the selling stockholders named herein, together with anyadditional selling stockholders listed in a prospectus supplement (together with any of such stockholders’ donees, pledgees,transferees or othersuccessors-in-interest),of up to an aggregate of 50,999,711 shares of our common stock, par value $0.0001per share, or the Shares, which consists of (i)up to 16,000,000 shares of our common stock issuable upon the exercise of anoutstanding warrant, or the RemeGen Warrant, to purchase shares or our common stock held by a subsidiary of RemeGen Co.Ltd., or RemeGen, which was issued as partial consideration for a license agreement with RemeGen, or the License Agreement,granting us exclusive rights to develop and commercialize telitacicept outside of the People’s Republic of China, Hong Kong,Macau and Taiwan, or Greater China, on June25, 2025 and (ii)up to 34,999,711 shares of our common stock issued or issuableupon the exercise of warrants, or the PIPE Warrants, to purchase shares of our common stock held by certain of the sellingstockholders, all of which were issued by us at the closing of a private placement on June27, 2025, or the Private Placement. Werefer to the RemeGen Warrant and the PIPE Warrants collectively as the Warrants. All share and per share numbers presentedherein give effect to the 1-for-20 reverse stock split of our common stock effected on September18, 2025. We are registering the offer and sale of the Shares from time to time by the selling stockholders to satisfy the registrationrights they were granted in connection with the License Agreement and the Private Placement. We will not receive any proceedsfrom the sale of the Shares by the selling stockholders. We will, however, receive the net proceeds of any Warrants exercised forcash. The selling stockholders may offer and sell or otherwise dispose of the Shares described in this prospectus from time totime through public or private transactions at prevailing market prices, at prices related to prevailing market prices or atprivately negotiated prices. The selling stockholders will bear all underwriting fees, commissions and discounts, if any,attributable to the sales of Shares and any transfer taxes. We will bear all other costs, expenses and fees in connection with theregistration of the Shares. SEE THE SECTION TITLED “PLAN OF DISTRIBUTION” ON PAGE 14 FOR MOREINFORMATION ABOUT HOW THE SELLING STOCKHOLDERS MAY SELL OR DISPOSE OF THEIR SHARES. Our common stock is listed on The Nasdaq Global Select Market under the trading symbol “VOR.” On November28,2025, the closing price of our common stock was $8.33 per share. Investing in shares of our common stock involves a high degree of risk. You should reviewcarefully the risks and uncertainties described in the section titled “Risk Factors” on page 6 of thisprospectus and any similar section contained in the applicable prospectus supplement and in anyfree writing prospectuses we have authorized for use in connection with a specific offering, andunder similar headings in the documents that are incorporated by reference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is acriminal offense. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSSELLING STOCKHOLDERS PLAN OF DISTRIBUTION LEGAL MATTERS Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, using a“shelf” registration process. Under this shelf process, the selling stockholders may from time to time sell the shares of common stock described in thisprospectus in one or more offerings or otherwise as described under “Plan of Distribution.” This prospectus may be supplemented from time to time by one or more prospectus supplements. Such prospectus supplement may also add,update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and the applicableprospectus supplement, you must rely on the information in the prospectus supplement. You should carefully read both this prospectus and anyapplicable prospectus supplement together with additional information described under the heading “Where You Can Find Additional Information”before deciding to invest in any shares being offered. Neither we nor the selling stockholders have authorized anyone to provide any information other than that contained or incorporated by referencein this prospectus or in any related prospectus supplement or any free writing prospectus that we have authorized. We take no responsibility for, and canprovide