0000950170-23-060597.txt : 20231107
0000950170-23-060597.hdr.sgml : 20231107
20231107210910
ACCESSION NUMBER: 0000950170-23-060597
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231103
FILED AS OF DATE: 20231107
DATE AS OF CHANGE: 20231107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FORMELA JEAN FRANCOIS
CENTRAL INDEX KEY: 0001030575
STATE OF INCORPORATION: MA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39062
FILM NUMBER: 231385691
MAIL ADDRESS:
STREET 1: C/O ATLAS VENTURE
STREET 2: 890 WINTER STREET
CITY: WALTHAM
STATE: MA
ZIP: 02451
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Korro Bio, Inc.
CENTRAL INDEX KEY: 0001703647
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 472324450
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: ONE KENDALL SQUARE. BUILDING 600-700
STREET 2: SUITE 6-401
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
BUSINESS PHONE: 617-468-1900
MAIL ADDRESS:
STREET 1: ONE KENDALL SQUARE. BUILDING 600-700
STREET 2: SUITE 6-401
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
FORMER COMPANY:
FORMER CONFORMED NAME: Frequency Therapeutics, Inc.
DATE OF NAME CHANGE: 20170412
4
1
ownership.xml
4
X0508
4
2023-11-03
0001703647
Korro Bio, Inc.
KRRO
0001030575
FORMELA JEAN FRANCOIS
C/O KORRO BIO, INC.
ONE KENDALL SQUARE, BUILDING 600-700
CAMBRIDGE
MA
02139
true
false
false
false
false
Common Stock
2023-11-03
4
A
false
942075
A
942075
I
See Footnote
Common Stock
2023-11-03
4
A
false
177217
A
177217
I
See Footnote
Stock Option (Right to Buy)
14.98
2023-11-03
4
A
false
16000
0.00
A
2033-11-02
Common Stock
16000
16000
D
Received in exchange for (i) 3,000,000 shares of common stock, (ii) 4,000,000 shares of Series Seed 1 Preferred Stock, (iii) 2,000,000 shares of Series Seed 2 Preferred Stock, (iv) 1,538,462 shares of Series Seed 3 Preferred Stock, (v) 5,357,142 shares of Series A Preferred Stock and (vi) 3,064,273 shares of Series B Preferred Stock of Korro Bio Ops, Inc. (f/k/a Korro Bio, Inc., "Legacy Korro") pursuant to an Agreement and Plan of Merger dated as of July 14, 2023 (the "Merger Agreement") by and among Legacy Korro, the Issuer (f/k/a Frequency Therapeutics, Inc.) and Frequency Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"). Under the terms of the Merger Agreement, on November 3, 2023, Merger Sub merged with and into Legacy Korro (the "Merger"), with Legacy Korro surviving the Merger as a wholly owned subsidiary of the Issuer.
(Continued from Footnote 1) Upon the closing of the Merger, each share of Legacy Korro common stock was converted into the right to receive 0.049688 of a share of the Issuer's common stock, after giving effect to a reverse stock split of the Issuer's common stock of 1-for-50. Subsequent to the Merger, the name of the Issuer was changed from Frequency Therapeutics, Inc. to Korro Bio, Inc.
These shares are held directly by Atlas Venture Fund XI, L.P. ("Atlas XI"). Atlas Venture Associates XI, L.P. ("Associates XI") is the general partner of Atlas XI. Atlas Venture Associates XI, LLC ("Associates XI LLC") is the general partner of Associates XI. The Reporting Person is a member of Associates XI LLC and disclaims Section 16 beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any.
Received in exchange for Legacy Korro common stock issued in the private placement completed immediately prior to the Merger.
These shares are held directly by Atlas Venture Opportunity Fund II, L.P. ("Atlas Opportunity II"). Atlas Venture Associates Opportunity II, L.P. ("Associates II") is the general partner of Atlas Opportunity II. Atlas Venture Associates Opportunity II, LLC ("Associates II LLC") is the general partner of Associates II. The Reporting Person is a member of Associates II LLC and disclaims Section 16 beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any.
The shares subject to the option vest in three equal annual installments commencing from November 3, 2023, subject to the Reporting Person's continued service on each such vesting date.
The Reporting Person is a member of Atlas XI and is obligated to transfer the economic benefit, if any, received upon the sale of the shares issuable upon exercise of the option to Atlas Venture Life Science Advisors, LLC. As such, the Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any.
/s/ Ommer Chohan, Attorney-in-fact
2023-11-07