| 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:
Qiming Venture Partners VIII Investments, LLC ("QVP VIII LLC"), Qiming Venture Partners VIII-HC, L.P. ("QVP VIII-HC"), Qiming GP VIII, LLC, Qiming GP VIII-HC, LLC (collectively, the "Reporting Persons") |
| (b) | Address or principal business office or, if none, residence:
The registered address of each of the Reporting Persons is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. |
| (c) | Citizenship:
All Reporting Persons are organized in Cayman Islands. |
| (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) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 371,420 shares of the Issuer's common stock and pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 538,752 shares of common stock held by QVP VIII LLC; and (ii) 444,708 shares of the Issuer's common stock and Pre-Funded Warrants exercisable for up to 645,059 shares of common stock held by QVP VIII-HC. 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, QVP VIII LLC and QVP VIII-HC, together with their affiliates and other attribution parties, would own more than 9.99% of the outstanding shares of common stock. QVP VIII LLC and QVP VIII-HC are currently prohibited from exercising the Pre-Funded Warrants to the extent that such exercise would result in beneficial ownership of more than 910,759 shares of common stock. |
| (b) | Percent of class:
Due to the Beneficial Ownership Blocker listed in the Pre-Funded Warrants, the Reporting Persons' aggregated beneficial ownership percentage is 9.99%. Such percentage is based upon the sum of (i) 9,022,080 shares of common stock outstanding as of September 24, 2025, as provided by the Issuer; (ii) 371,420 and 444,708 shares of common stock issued to QVP VIII LLC and QVP VIII-HC, respectively, subsequent to September 22, 2025 upon the exercise of Pre-Funded Warrants by the respective Reporting Persons; and (iii) an aggregate of 94,631 shares of common stock issuable upon the exercise of the Pre-Funded Warrants within 60 days of September 24, 2025. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
The information set forth in Row (5) of the cover page for each of the Reporting Person is incorporated herein by reference.
|
| | (ii) Shared power to vote or to direct the vote:
The information set forth in Row (6) of the cover page for each of the Reporting Person is incorporated herein by reference.
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| | (iii) Sole power to dispose or to direct the disposition of:
The information set forth in Row (7) of the cover page for each of the Reporting Person is incorporated herein by reference.
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| | (iv) Shared power to dispose or to direct the disposition of:
The information set forth in Row (8) of the cover page for each of the Reporting Person is incorporated herein by reference.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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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. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)