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