On December 9, 2022, Vor Biopharma Inc. (the "Company") notified Jefferies LLC ("Jefferies") of its decision to terminate the Open Market Sale AgreementSM, dated as of March 14, 2022, (the "Sales Agreement") between the Company and Jefferies, effective as of December 22, 2022 (the "Termination Date") (Filing, 8-K, Vor BioPharma, DEC 9, 2022, View Source [SID1234625275]). The Sales Agreement provided for the offer and sale of the Company’s common stock, par value $0.0001 per share ("Common Stock"), from time to time through Jefferies as its sales agent, subject to the maximum aggregate dollar amount registered pursuant to the applicable prospectus supplement. Sales of shares of Common Stock through Jefferies were to be made (A) in negotiated transactions with the consent of the Company or (B) by any other method permitted by law deemed to be an "at-the-market" offering as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including block transaction, sales made directly on the Nasdaq Global Select Market or sales made into any other existing trading market for the shares of Common Stock. Through the Termination Date, the Company sold an aggregate of 856,030 shares of Common Stock under the Sales Agreement for net proceeds of $4.3 million.

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The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which was filed as Exhibit 1.2 to the Company’s Registration Statement on Form S-3 filed with the SEC on March 14, 2022.