0000950170-23-060608.txt : 20231107 0000950170-23-060608.hdr.sgml : 20231107 20231107211543 ACCESSION NUMBER: 0000950170-23-060608 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: Bermingham Nessan CENTRAL INDEX KEY: 0001377759 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39062 FILM NUMBER: 231385699 MAIL ADDRESS: STREET 1: 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 0001377759 Bermingham Nessan 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 35114 A 35114 D Stock Option (Right to Buy) 11.68 2023-11-03 4 A false 67061 A 2030-08-13 Common Stock 67061 67061 D Stock Option (Right to Buy) 20.94 2023-11-03 4 A false 24712 A 2033-02-08 Common Stock 24712 24712 D Received in exchange for 706,702 shares of common 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. 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. Upon the closing of the Merger, each outstanding option to purchase shares of Legacy Korro common stock issued under the Korro Bio, Inc. 2019 Stock Incentive Plan (the "2019 Plan") was assumed by the Issuer and converted into an option to purchase the Issuer's common stock, on the same terms and conditions as were applicable under the 2019 Plan prior to the Merger, as adjusted for the exchange ratio and the reverse stock split. The shares subject to the option are fully vested and immediately exercisable. Received in exchange for a stock option to acquire 1,349,645 shares of Legacy Korro common stock issued under the 2019 Plan pursuant to the Merger Agreement. The shares subject to the option vest in 48 equal monthly installments commencing from August 14, 2022, subject to the Reporting Person's continued service on each such vesting date. Received in exchange for a stock option to acquire 497,347 shares of Legacy Korro common stock issued under the 2019 Plan pursuant to the Merger Agreement. /s/ Shelby Walker, Attorney-in-fact 2023-11-07