SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Vor Biopharma Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
929033207 (CUSIP Number) |
09/18/2025 (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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SCHEDULE 13G
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CUSIP No. | 929033207 |
1 | Names of Reporting Persons
Verve Capital Limited | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
SAMOA
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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9 | Aggregate Amount Beneficially Owned by Each Reporting Person
760,699.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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Item 1. | ||
(a) | Name of issuer:
Vor Biopharma Inc. | |
(b) | Address of issuer's principal executive offices:
500 Boylston Street, Suite 1350, Boston, MA, 02116. | |
Item 2. | ||
(a) | Name of person filing:
Verve Capital Limited | |
(b) | Address or principal business office or, if none, residence:
Flat B, 23/F, Panorama Gardens, 103 Robinson Road, Mid-Levels, Hong Kong | |
(c) | Citizenship:
Samoa | |
(d) | Title of class of securities:
Common Stock, $0.0001 par value per share | |
(e) | CUSIP No.:
929033207 | |
Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
(a) | ![]() | |
(b) | ![]() | |
(c) | ![]() | |
(d) | ![]() | |
(e) | ![]() | |
(f) | ![]() | |
(g) | ![]() | |
(h) | ![]() | |
(i) | ![]() | |
(j) | ![]() please specify the type of institution: | |
(k) | ![]() | |
Item 4. | Ownership | |
(a) | Amount beneficially owned:
Row 9 of the Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of securities of the Issuer beneficially owned by the Reporting Person and is incorporated by reference.
The Reporting Person directly holds pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 2,000,000 shares of common stock. The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise of the Pre-Funded Warrants to the extent that, following exercise, the Reporting Person, together with its affiliates and other attribution parties, would own more than 9.99% of the outstanding shares of common stock. The Reporting Person is currently prohibited from exercising the Pre-Funded Warrants to the extent that such exercise would result in beneficial ownership of more than 760,699 shares of common stock. | |
(b) | Percent of class:
Due to the Beneficial Ownership Blocker listed in the Pre-Funded Warrants, the Reporting Person's beneficial ownership percentage is 9.99%. Such percentage is based upon the sum of (i) 6,853,907 shares of common stock outstanding as of September 18, 2025, as reported in the Issuer's Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC") on September 24, 2025 and (ii) 760,699 shares of common stock issuable upon the exercise of the Pre-Funded Warrants. Due to field limitations of the EDGAR filing system, the percentage listed in Row 11 of the Reporting Person's cover page have been rounded down to 9.9%. | |
(c) | Number of shares as to which the person has:
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(i) Sole power to vote or to direct the vote:
Row 5 of the Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by the Reporting Person and is incorporated by reference. | ||
(ii) Shared power to vote or to direct the vote:
Row 6 of the Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by the Reporting Person and is incorporated by reference. | ||
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of the Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by the Reporting Person and is incorporated by reference. | ||
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of the Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by the Reporting Person and is incorporated by reference. | ||
Item 5. | Ownership of 5 Percent or Less of a Class. | |
Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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