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United States securities and exchange commission logo
January 27, 2021
Robert Ang, M.B.B.S.
President and Chief Executive Officer
Vor Biopharma Inc.
100 Cambridgepark Drive
Suite 400
Cambridge, MA 02140
Re: Vor Biopharma Inc.
Registration
Statement on Form S-1
Filed January 15,
2021
File No. 333-252175
Dear Dr. Ang:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1, Filed January 15, 2021
Summary, page 1
1. The revised disclosure
on page 2 and elsewhere concerning your VCAR33 program
indicates that VCAR33
is not the subject of an on-going clinical trial but rather that a
third-party is
conducting a Phase 1/2 trial of a T cell therapy that uses the same CAR
construct as VCAR33.
In light of this revision, it is inappropriate to: (i) identify yourself
as a clinical-stage
company , (ii) to highlight this third-party study in your pipeline table
and (iii) to refer to
the third-party trial/program throughout the prospectus as VCAR33 .
With reference to your
risk factor disclosure on page 27, also revise page 2 to explain that
FDA may disagree with
the sufficiency of your right of reference to the preclinical,
manufacturing or
clinical data generated by the third-party trial.
Robert Ang, M.B.B.S.
Vor Biopharma Inc.
January 27, 2021
Page 2
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Eric Atallah at 202-551-3663 or Kevin Kuhar at
202-551-3662 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Margaret Schwartz at 202-551-7153 or Joe McCann at 202-551-6262 with
any other
questions.
Sincerely,
FirstName LastNameRobert Ang, M.B.B.S.
Division of
Corporation Finance
Comapany NameVor Biopharma Inc.
Office of Life
Sciences
January 27, 2021 Page 2
cc: Richard Segal, Esq.
FirstName LastName