Vor(VOR) - 2025 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION Financial Statements (Unaudited) This section presents the unaudited condensed consolidated financial statements for the quarter ended March 31, 2025, highlighting a net loss of $32.5 million and management's conclusion of substantial doubt about the company's ability to continue as a going concern Condensed Consolidated Balance Sheets (in thousands) | | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Assets | | | | Cash and cash equivalents | $50,047 | $81,949 | | Total current assets | $64,847 | $96,507 | | Total assets | $109,312 | $142,891 | | Liabilities and Stockholders' Equity | | | | Total current liabilities | $16,727 | $18,612 | | Total liabilities | $43,243 | $46,227 | | Total stockholders' equity | $66,069 | $96,664 | | Accumulated deficit | $(489,480) | $(456,994) | Condensed Consolidated Statements of Operations (in thousands) | | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Research and development | $26,701 | $24,322 | | General and administrative | $6,590 | $8,004 | | Loss from operations | $(33,291) | $(32,326) | | Interest income | $805 | $1,522 | | Net loss | $(32,486) | $(30,804) | | Net loss per share, basic and diluted | $(0.26) | $(0.45) | - On May 8, 2025, the company announced the wind-down of its clinical and manufacturing operations and a plan to reduce its workforce while it explores strategic alternatives to maximize shareholder value[25][71] - Management has concluded that there is substantial doubt regarding the Company's ability to continue as a going concern within one year, citing the need to consummate a strategic transaction or raise additional funding, which is uncertain[28] - In conjunction with the strategic process, the company announced a workforce reduction of approximately 95% (147 full-time employees), which is expected to result in about $10.9 million in severance costs, primarily in Q2 2025[72] Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's financial performance, highlighting the strategic decision made in May 2025 to wind down clinical and manufacturing operations and explore alternatives to maximize shareholder value, alongside significant liquidity challenges and a "going concern" warning Overview Vor Bio, a clinical-stage company focused on AML, announced on May 8, 2025, it is winding down clinical and manufacturing operations, including a 95% workforce reduction, while exploring strategic alternatives, having incurred a net loss of $32.5 million for Q1 2025 and an accumulated deficit of $489.5 million - On May 8, 2025, the company announced it is winding down clinical and manufacturing operations to explore strategic alternatives, including a potential sale, licensing of assets, merger, or other business combination[76] - A workforce reduction of 147 full-time employees (approx. 95%) was announced, with expected severance costs of around $10.9 million, primarily to be incurred in Q2 2025[76] - As of March 31, 2025, the company had an accumulated deficit of $489.5 million and incurred a net loss of $32.5 million for the quarter[77] Results of Operations For Q1 2025, the net loss increased to $32.5 million from $30.8 million in Q1 2024, primarily due to a $2.4 million rise in R&D expenses, partially offset by a $1.4 million decrease in G&A expenses Comparison of Operations (in thousands) | | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Research and development | $26,701 | $24,322 | $2,379 | | General and administrative | $6,590 | $8,004 | $(1,414) | | Loss from operations | $(33,291) | $(32,326) | $(965) | | Net loss | $(32,486) | $(30,804) | $(1,682) | - R&D expenses increased by $2.4 million, primarily due to higher clinical trial costs supporting the trem-cel and VCAR33 programs, along with increased lab supplies and consumables[90] - G&A expenses decreased by $1.4 million, mainly due to a reduction in stock-based compensation expense and personnel costs[91] Liquidity and Capital Resources As of March 31, 2025, the company held $60.0 million in cash, cash equivalents, and marketable securities, which management deems insufficient for the next 12 months, leading to substantial doubt about its going concern ability, further restricted by SEC rules on capital raising due to its public float being below $75 million - As of March 31, 2025, the company had cash, cash equivalents, and marketable securities of $60.0 million[78][98] - Management concluded there is substantial doubt about the company's ability to continue as a going concern for 12 months from the financial statement issuance date[99] - The company is subject to SEC's General Instruction I.B.6 to Form S-3, which limits its capacity to sell shares under its shelf registration to one-third of its public float in any twelve-month period, as its public float is less than $75 million[96] Cash Flows In Q1 2025, net cash used in operating activities was $31.1 million, while net cash used in investing activities was $0.2 million, a significant change from $44.0 million provided in Q1 2024 due to non-recurring proceeds from marketable securities Cash Flow Summary (in thousands) | | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(31,066) | $(30,465) | | Net cash (used in) provided by investing activities | $(230) | $43,973 | | Net cash (used in) provided by financing activities | $(606) | $96 | - Net cash used in operating activities increased by $0.6 million, primarily due to higher R&D expenses and lower stock-based compensation[107] - The significant change in investing cash flow from Q1 2024 to Q1 2025 was due to $54.0 million in proceeds from maturities of marketable securities in the 2024 period, which did not recur in 2025[108] Quantitative and Qualitative Disclosures About Market Risk The company is classified as a smaller reporting company and, as such, is not required to provide the information for this item - As a smaller reporting company, Vor Biopharma is not required to provide quantitative and qualitative disclosures about market risk[116] Controls and Procedures Based on an evaluation as of March 31, 2025, the company's management concluded that its disclosure controls and procedures were effective, with no material changes in internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of March 31, 2025[118] - No changes in internal control over financial reporting occurred during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, internal controls[119] PART II. OTHER INFORMATION Legal Proceedings The company reports that it is not currently a party to any material legal proceedings but may become involved in litigation arising from the ordinary course of business from time to time - The company is not currently a party to any material legal proceedings[122] Risk Factors This section highlights significant new and updated risks, including potential Nasdaq delisting for failing to meet the $1.00 minimum bid price, and uncertainties associated with the strategic review and operational wind-down, such as transaction completion and negative consequences from workforce reduction - The company received a notice from Nasdaq on April 22, 2025, for non-compliance with the minimum bid price of $1.00 per share, posing a risk of delisting if compliance is not regained by October 20, 2025[124] - There is no assurance that the strategic review process will result in any transaction, or that any pursued transaction will be completed on attractive terms or at all[127] - The workforce reduction and operational wind-down carry risks such as loss of institutional knowledge, attrition beyond the intended scope, decreased morale, and potential impairment charges and contract termination costs that could be material[128][129] Other Information The company states that during the first quarter of 2025, no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - During the quarter ended March 31, 2025, no director or officer adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement"[130] Exhibits This section provides a list of all exhibits filed with the Quarterly Report on Form 10-Q, including the company's Amended and Restated Certificate of Incorporation, Bylaws, and certifications by the Principal Executive and Financial Officers - This section lists exhibits filed with the Form 10-Q, including corporate governance documents, officer certifications, and Inline XBRL data files[132]