Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Amendment and Restatement of Certificate of Incorporation
On February 9, 2021, Vor Biopharma Inc. (the "Company") filed an Amended and
Restated Certificate of Incorporation (the "Restated Certificate") with the
Secretary of State of the State of Delaware in connection with the closing of
the Company's initial public offering of its common stock (the "IPO"). The
Company's board of directors and stockholders previously approved the Restated
Certificate to be effective immediately after the closing of the IPO. The
Restated Certificate is attached hereto as Exhibit 3.1 and is incorporated
herein by reference.
Amendment and Restatement of Bylaws
Effective as of February 9, 2021, the Company adopted Amended and Restated
Bylaws (the "Restated Bylaws"), in connection with the closing of the IPO. The
Company's board of directors and stockholders previously approved the Restated
Bylaws to be effective upon the closing of the IPO. The Restated Bylaws are
attached hereto as Exhibit 3.2 and are incorporated herein by reference.
Please see the description of the Restated Certificate and the Restated Bylaws
in the section titled "Description of Capital Stock" in the final prospectus the
Company filed with the U.S. Securities and Exchange Commission on February 8,
2021 pursuant to Rule 424(b) under the Securities Act of 1933, as amended,
relating to the Registration Statement on Form S-1, as amended (File
No. 333-252175).
Item 8.01 Other Events.
On February 9, 2021, the Company issued a press release announcing the closing
of its initial public offering of 11,302,219 shares of its common stock,
including 1,474,202 shares sold pursuant to the exercise in full by the
underwriters of their option to purchase additional shares of common stock, at
an initial public offering price of $18.00 per share. The gross proceeds to the
Company were approximately $203.4 million, before deducting underwriting
discounts, commissions and offering expenses payable by the Company.
A copy of the Company's press release announcing the closing of the offering is
attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Amended and Restated Certificate of Incorporation of the
Registrant.
3.2 Amended and Restated Bylaws of the Registrant.
99.1 Press Release dated February 9, 2021.
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VOR BIOPHARMA INC. 
