M&A - Vor Biopharma Inc.

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Form Type: 8-K

Filing Date: 2025-06-26

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525147339

Filing Summary: On June 25, 2025, Vor Biopharma Inc. entered into a license agreement with RemeGen, granting exclusive rights to develop and commercialize RemeGen's proprietary fusion protein product, telitacicept, outside of Greater China. The Company will pay a total of $125 million to RemeGen, consisting of $45 million in cash and $80 million in equity through a warrant to purchase shares of Vor's common stock. The license includes provisions for potential milestone payments and royalties based on net sales. Additionally, Vor Biopharma announced a private placement to raise $175 million through the issuance of pre-funded warrants to accredited investors. The closing is projected for June 27, 2025. Key executive changes include the resignation of Dr. Robert Ang as CEO and the appointment of Dr. Jean-Paul Kress to the same position. A transition agreement has been established for Dr. Ang. A related amendment to the 2023 Inducement Plan expanded the number of shares reserved for issuance. The Company is obligated to register shares underlying the new warrants with the SEC within set timelines.

Additional details:

License Agreement Date: 2025-06-25


License Agreement Party: RemeGen Co., Ltd.


License Agreement Milestone Payments: up to $330 million


License Agreement Sales Milestone Payments: up to $3.775 billion


License Agreement Royalty Range: high single digit to mid-teen percentages


Private Placement Total Proceeds: $175 million


Private Placement Shares: 700,000,000


Private Placement Price Per Share: $0.25


Ceo Resignation Date: 2025-06-25


New Ceo Name: Jean-Paul Kress, M.D.


Inducement Plan Increase: from 3,500,000 shares to 153,726,683 shares


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