Vor Bio Prices Underwritten Offering of Common Stock and Concurrent Private Placement for Aggregate Proceeds of $115.8 Million
December 07 2022 - 7:45AM
Vor Bio (Nasdaq: VOR), a clinical-stage cell and genome engineering
company, today announced the pricing of an underwritten offering
and a private placement, with combined gross proceeds of
approximately $115.8 million.
In the underwritten offering, Vor Bio has agreed to sell
15,302,267 shares of its common stock at an offering price of $4.30
per share. Before deducting the underwriting discounts and
commissions and offering expenses, the company expects to receive
total gross proceeds of approximately $65.8 million. All of the
shares are to be sold by the company. The offering is expected to
close on or about December 9, 2022, subject to satisfaction of
customary closing conditions. Evercore Group L.L.C., Stifel,
Nicolaus & Company and Oppenheimer & Co. Inc. are acting as
joint bookrunning managers for the offering. Baird, JMP Securities,
a Citizens Company, and Wedbush Securities Inc. are acting as
co-lead managers for the offering.
In addition to the shares being sold in the underwritten
offering, Vor Bio has agreed to sell 11,627,907 shares of its
common stock in a concurrent private placement at a price of $4.30
per share to one or more affiliates of RA Capital Management, L.P.,
Vor Bio’s largest stockholder, for aggregate gross proceeds of
approximately $50.0 million, before deducting the placement agent
fees and offering expenses. All of the shares are to be sold by the
company. The sale of these shares of common stock will not be
registered under the Securities Act of 1933, as amended (the
“Securities Act”). The concurrent private placement is also
scheduled to close on December 9, 2022, subject to the satisfaction
of customary closing conditions. Evercore Group L.L.C. and Stifel,
Nicolaus & Company are acting as placement agents in connection
with the concurrent private placement. The closing of the
underwritten public offering is not conditioned on the closing of
the concurrent private placement.
Vor Bio currently intends to use the net proceeds from the
underwritten offering and concurrent private placement primarily to
fund the continued clinical development of pipeline products and
for working capital and general corporate purposes.
The underwritten offering is being made pursuant to a shelf
registration statement on Form S-3 (File No. 333-263541) (including
a prospectus) previously filed with the Securities and Exchange
Commission (the “SEC”) on March 14, 2022 and declared effective by
the SEC on March 18, 2022. The shares of common stock proposed to
be issued in the concurrent private placement have not been
registered under the Securities Act, or the securities laws of any
state or other jurisdiction in the United States, and may not be
offered, pledged, sold, delivered or otherwise transferred,
directly or indirectly, in the United States except pursuant to
registration under the Securities Act, or an applicable exemption
from the registration requirements of the Securities Act and, in
each case, in compliance with other applicable securities laws. A
prospectus supplement and the accompanying prospectus relating to
and describing the terms of the underwritten offering will be filed
with the SEC and will be available on the SEC’s website at
www.sec.gov. When available, copies of the prospectus supplement
and the accompanying prospectus relating to the underwritten
offering may also be obtained by contacting: Evercore Group L.L.C.,
Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor,
New York, New York 10055, or by telephone at (888) 474-0200, or by
email at ecm.prospectus@evercore.com or Stifel, Nicolaus &
Company, Incorporated, Attention: Syndicate, One Montgomery Street,
Suite 3700, San Francisco, California 94104, or by telephone at
(415) 364-2720, or by email at syndprospectus@stifel.com.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or
jurisdiction.
About Vor BioVor Bio is a clinical-stage cell
and genome engineering company that aims to change the standard of
care for patients with blood cancers by engineering hematopoietic
stem cells to enable targeted therapies post-transplant.
Forward-Looking StatementsAny statements in
this press release about future expectations, plans and prospects
for Vor Bio, including statements about the closing of the
underwritten offering and concurrent private placement and other
statements containing the words “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “may,” “plan,” “predict,”
“project,” “target,” “potential,” “will,” “would,” “could,”
“should,” “continue,” and similar expressions, constitute
forward-looking statements within the meaning of The Private
Securities Litigation Reform Act of 1995. Actual results may differ
materially from those indicated by such forward-looking statements
as a result of various important factors, including: the
uncertainties related to market conditions and the completion of
the offering on the anticipated terms or at all, uncertainties
inherent in the initiation of future clinical trials and such other
factors as are set forth in the risk factors detailed in Vor Bio’s
Annual Report on Form 10-K filed with the SEC on March 14, 2022,
Vor Bio’s Quarterly Report on Form 10-Q filed with the SEC on
November 10, 2022 and other filings with the SEC under the heading
“Risk Factors.” In addition, the forward-looking statements
included in this press release represent Vor Bio’s views as of the
date hereof. Vor Bio anticipates that subsequent events and
developments will cause Vor Bio’s views to change. However, while
Vor Bio may elect to update these forward-looking statements at
some point in the future, Vor Bio specifically disclaims any
obligation to do so. These forward-looking statements should not be
relied upon as representing Vor Bio’s views as of any date
subsequent to the date hereof.
Contact:Investors & MediaSarah Spencer +1
857-242-6076sspencer@vorbio.com
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