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10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission File Number: 001-39979

VOR BIOPHARMA INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	81-1591163
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
100 Cambridgepark Drive, Suite 101 Cambridge, Massachusetts	02140
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (617) 655-6580

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

VOR

Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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.

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of the registrant’s Common Stock outstanding as of August 5, 2022 was 38,056,306.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION	1

Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2022 and 2021	2
	Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2022 and 2021	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	19

PART II.	OTHER INFORMATION	20

Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 6.	Exhibits	21
Signatures		22

Note Regarding Company References

Throughout this Quarterly Report on Form 10-Q, the “Company,” “Vor,” “Vor Bio,” “Vor Biopharma Inc.,” “we,” “us,” and “our,” except where the context requires otherwise, refer to Vor Biopharma Inc. and its consolidated subsidiary, and “our board of directors” refers to the board of directors of Vor Biopharma Inc.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, and objectives of management, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “estimate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions intended to identify statements about the future. These statements speak only as of the date of this Quarterly Report on Form 10-Q and involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements include, without limitation, statements about:

•

the timing, progress and results of our preclinical studies and clinical trials of our product candidates, including statements regarding the timing of initiation, enrollment and completion of studies or trials and related preparatory work, the period during which the results of the trials will become available and our research and development programs;

•

the timing of any submission of filings for regulatory approval of, and our ability to obtain and maintain regulatory approvals for, our product candidates for any indication;

•

the impacts of the COVID-19 pandemic, which could continue to adversely impact our business, including our preclinical studies and clinical trials;

•

our ability to identify patients with the diseases treated by our product candidates, and to enroll patients in trials;

•

our expectations regarding the market acceptance and opportunity for and clinical utility of our product candidates, if approved for commercial use;

•

our expectations regarding the scope of any approved indication for any product candidate;

•

our ability to successfully commercialize our product candidates;

•

our estimates of our expenses, ongoing losses, future revenue, capital requirements and our need for or ability to obtain additional funding before we can expect to generate any revenue from product sales;

•

our ability to establish or maintain collaborations or strategic relationships;

•

our ability to identify, recruit and retain key personnel, including executive officers and members of management;

•

our reliance upon intellectual property licensed from third parties and our ability to obtain such licenses on commercially reasonable terms or at all;

•

our ability to protect and enforce our intellectual property position for our product candidates, and the scope of such protection;

•

our financial performance;

•

the period over which we estimate our existing cash, cash equivalents and marketable securities will be sufficient to fund our future operating expenses and capital expenditure requirements;

•

our competitive position and the development of and projections relating to our competitors or our industry;

•

the impact of laws and regulations; and

•

our expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups Act of 2012.

You should read this Quarterly Report on Form 10-Q and the documents that we have filed as exhibits to this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we

expect. The forward-looking statements contained in this Quarterly Report on Form 10-Q are made as of the date of this Quarterly Report on Form 10-Q, and we do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. You should refer to the “Summary Risk Factors” and “Part I, Item 1A. Risk Factors” sections in our Annual Report on Form 10-K for the year ended December 31, 2021 for a discussion of material factors that may cause our actual results or events to differ materially from those expressed or implied by our forward-looking statements.

iii

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

VOR BIOPHARMA INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	June 30,			December 31,
(in thousands, except share amounts)	2022			2021
Assets
Current assets:
Cash and cash equivalents	$	62,952		$	119,801
Marketable securities		88,136			87,668
Prepaid expenses		5,467			4,836
Other current assets		2,288			2,094
Total current assets		158,843			214,399
Restricted cash equivalents		2,413			2,413
Property and equipment, net		14,832			6,853
Operating lease right-of-use assets		46,142			15,670
Other assets		2,385			3,255
Total assets	$	224,615		$	242,590
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,268		$	1,545
Accrued liabilities		6,286			6,335
Operating lease liabilities		4,429			1,839
Other current liabilities		279			434
Total current liabilities		12,262			10,153
Long-term liabilities:
Operating lease liabilities—non-current		37,379			16,174
Total liabilities		49,641			26,327
Stockholders’ equity:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of June 30, 2022 and December 31, 2021; 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021		—			—
Common stock, $0.0001 par value; 400,000,000 shares authorized as of June 30, 2022 and December 31, 2021; 37,644,288 and 37,375,428 shares issued and 37,506,236 and 37,174,741 outstanding as of June 30, 2022 and December 31, 2021, respectively		4			4
Additional paid-in capital		350,815			346,382
Accumulated other comprehensive loss		(1,326	)		—
Accumulated deficit		(174,519	)		(130,123	)
Total stockholders’ equity		174,974			216,263
Total liabilities and stockholders’ equity	$	224,615		$	242,590

The accompanying notes are an integral part of these condensed consolidated financial statements.

VOR BIOPHARMA INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)


	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except share and per share amounts)	2022			2021			2022			2021
Operating expenses:
Research and development	$	15,333		$	12,970		$	30,613		$	21,911
General and administrative		6,459			5,410			13,979			10,199
Total operating expenses	$	21,792		$	18,380		$	44,592		$	32,110
Loss from operations	$	(21,792	)	$	(18,380	)	$	(44,592	)	$	(32,110	)
Other income:
Interest income		133			10			196			17
Total other income		133			10			196			17
Net loss	$	(21,659	)	$	(18,370	)	$	(44,396	)	$	(32,093	)
Cumulative dividends on redeemable convertible preferred stock		—			—			—			(1,228	)
Net loss attributable to common stockholders	$	(21,659	)	$	(18,370	)	$	(44,396	)	$	(33,321	)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.58	)	$	(0.50	)	$	(1.19	)	$	(1.13	)
Weighted-average common shares outstanding, basic and diluted		37,437,063			36,843,087			37,365,647			29,593,814

Other comprehensive loss:
Unrealized loss on available for sale investments		(254	)		—			(1,326	)		—
Total other comprehensive loss		(254	)		—			(1,326	)		—
Comprehensive loss attributable to common stockholders	$	(21,913	)	$	(18,370	)	$	(45,722	)	$	(33,321	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Vor Biopharma Inc.

CONDENSED CONSOLIDATED Statements of redeemable convertible preferred stock and

stockholders’ EQUITY (Deficit)

(Unaudited)


	Common Stock				Additional Paid-In		Accumulated other comprehensive			Accumulated			Total Stockholders’
(in thousands, except share amounts)	Shares		Amount		Capital		loss			Deficit			Equity
Balance at December 31, 2021		37,174,741	$	4	$	346,382	$	0		$	(130,123	)	$	216,263
Issuance of common stock upon vesting and exercise of stock options		161,573		—		247		—			—			247
Stock-based compensation expense		—		—		1,746		—			—			1,746
Other comprehensive loss		—		—		—		(1,072	)		—			(1,072	)
Net loss		—		—		—		—			(22,737	)		(22,737	)
Balance at March 31, 2022		37,336,314	$	4	$	348,375	$	(1,072	)	$	(152,860	)	$	194,447
Issuance of common stock upon vesting and exercise of stock options		74,358		—		146		—			—			146
Issuance of common stock from open market sales agreement		95,564		—		553		—			—			553
Stock-based compensation expense		—		—		1,741		—			—			1,741
Other comprehensive loss		—		—		—		(254	)		—			(254	)
Net loss		—		—		—		—			(21,659	)		(21,659	)
Balance at June 30, 2022		37,506,236	$	4	$	350,815	$	(1,326	)	$	(174,519	)	$	174,974


	Series A-1 Preferred Stock		Series A-2 Preferred Stock		Series B Preferred Stock		Common Stock		Additional Paid-In	Accumulated	Total Stockholders’ Equity
(in thousands, except share amounts)	Shares	Amount	Shares	Amount	Shares	Amount	Shares	Amount	Capital	Deficit	(Deficit)
Balance at December 31, 2020	20,000,000	$2	107,194,866	$42,786	124,519,220	$64,548	505,074	$1	$2,158	$(61,224)	$(59,065)
Issuance of Series B redeemable convertible preferred stock	—	—	—	—	87,259,605	45,375	—	—	—	—	—
Conversion of redeemable convertible preferred stock into common stock upon closing of initial public offering	(20,000,000)	(2)	(107,194,866)	(42,786)	(211,778,825)	(109,923)	24,924,501	2	152,709	—	152,711
Issuance of common stock upon closing of initial public offering, net of offering costs and underwriter fees of $17,132	—	—	—	—	—	—	11,302,219	1	186,307	—	186,308
Issuance of common stock upon vesting and exercise of stock options	—	—	—	—	—	—	38,216	—	65	—	65
Stock-based compensation expense	—	—	—	—	—	—	—	—	891	—	891
Net loss	—	—	—	—	—	—	—	—	—	(13,723)	(13,723)
Balance at March 31, 2021	—	$—	—	$—	—	$—	36,770,010	$4	$342,130	$(74,947)	$267,187
Issuance of common stock upon vesting and exercise of stock options	—	—	—	—	—	—	115,362	—	224	—	224
Stock-based compensation expense	—	—	—	—	—	—	—	—	1,067	—	1,067
Net loss	—	—	—	—	—	—	—	—	—	(18,370)	(18,370)
Balance at June 30, 2021	—	$—	—	$—	—	$—	36,885,372	$4	$343,421	$(93,317)	$250,108

The accompanying notes are an integral part of these condensed consolidated financial statements.

Vor Biopharma Inc.

condensed CONSOLIDATED StatementS of Cash Flows

(unaudited)


	Six Months Ended June 30,
(in thousands)	2022			2021
Cash flows from operating activities
Net loss	$	(44,396	)	$	(32,093	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation expense		1,001			665
Non-cash lease expense		2,512			1,504
Stock-based compensation		3,487			1,958
Other		120			4
Changes in operating assets and liabilities:
Operating lease liability		(8,238	)		(1,141	)
Prepaid expenses and other current assets		(728	)		(4,064	)
Accounts payable and accrued liabilities		(1,473	)		(762	)
Other assets		(181	)		(285	)
Net cash used in operating activities		(47,896	)		(34,214	)
Cash flow from investing activities
Purchases of marketable securities		(5,044	)		(75,122	)
Proceed from maturities of marketable securities		3,130			—
Purchases of property and equipment		(7,843	)		(2,090	)
Net cash used in investing activities		(9,757	)		(77,212	)
Cash flow from financing activities
Proceeds from issuance of redeemable convertible preferred stock		—			45,375
Proceeds from the issuance of common stock upon closing of initial public offering, net of underwriter fees		—			189,199
Payment of initial public offering costs		—			(2,215	)
Proceeds from the issuance of common stock from open market sales agreement		504			—
Proceeds from stock option exercises		300			44
Net cash provided by financing activities		804			232,403
Net (decrease) increase in cash, cash equivalents and restricted cash equivalents		(56,849	)		120,977
Cash, cash equivalents and restricted cash equivalents, beginning of period	$	122,214		$	50,098
Cash, cash equivalents and restricted cash equivalents, end of period	$	65,365		$	171,075
Supplemental disclosure of non-cash activities
Lease incentive paid by the landlord on behalf of the Company	$	7,927		$	—
Operating right-of-use assets and operating lease liability recorded upon lease commencement	$	23,376		$	35
Purchases of property and equipment in accounts payable and accrued liabilities	$	1,331		$	142
Conversion of redeemable convertible preferred stock to common stock upon closing of the initial public offering	$	—		$	152,711

A reconciliation of the cash, cash equivalents and restricted cash equivalents reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the statements of cash flows is as follows:


	For the Six Months Ended June 30,
(in thousands)	2022		2021
Cash and cash equivalents	$	62,952	$	169,516
Restricted cash equivalents		2,413		1,559
Total cash, cash equivalents and restricted cash equivalents as shown on the statements of cash flows	$	65,365	$	171,075

The accompanying notes are an integral part of these condensed consolidated financial statements.

VOR BIOPHARMA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Nature of the Business

Vor Biopharma Inc. (the “Company”) is a clinical-stage cell and genome engineering company that combines a novel patient engineering approach with targeted therapies to provide a single company solution for patients suffering from hematological malignancies. The Company’s proprietary platform leverages its expertise in hematopoietic stem cell (“HSC”) biology, genome engineering and targeted therapy development to genetically modify HSCs to remove surface targets expressed by cancer cells. The Company is headquartered in Cambridge, Massachusetts. The Company was incorporated on December 30, 2015.

Risks and Uncertainties

The Company is subject to a number of risks common to development stage companies in the biotechnology industry, including, but not limited to, risks of failure of preclinical studies and clinical trials, dependence on key personnel, protection of proprietary technology, reliance on third party organizations, risks of obtaining regulatory approval for any product candidate that it may develop, development by competitors of technological innovations, compliance with government regulations, the impact of the COVID-19 pandemic, including impacts related to the variants of the virus, geopolitical tensions, adverse macroeconomic conditions and the need to obtain additional financing.

The Company anticipates that it will continue to incur significant operating losses for the next several years as it continues to develop its product candidates. The Company believes that its existing cash, cash equivalents and marketable securities at June 30, 2022 will be sufficient to allow the Company to fund its current operations through at least a period of one year after the date the financial statements are issued.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and the reported amount of expenses during the reporting period. Actual results could differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies in developing the estimates and assumptions that are used in the preparation of the condensed consolidated financial statements. Management must apply significant judgment in this process. Management’s estimation process often may yield a range of potentially reasonable estimates and management must select an amount that falls within that range of reasonable estimates. Estimates are used in the following areas, among others: estimating the fair value of the Company’s common stock (prior to its initial public offering); accrued expenses and research and development expenses.

Unaudited Interim Financial Information