0001209191-23-054637.txt : 20231107 0001209191-23-054637.hdr.sgml : 20231107 20231107211517 ACCESSION NUMBER: 0001209191-23-054637 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: Behbahani Ali CENTRAL INDEX KEY: 0001613867 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39062 FILM NUMBER: 231385698 MAIL ADDRESS: STREET 1: 5425 WISCONSIN AVE CITY: CHEVY CHASE STATE: MD ZIP: 20815 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 doc4.xml FORM 4 SUBMISSION X0508 4 2023-11-03 0 0001703647 Korro Bio, Inc. KRRO 0001613867 Behbahani Ali 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 1 0 1 0 0 Common Stock 2023-11-03 4 A 0 1072936 A 1072936 I See Note 3 Stock Option (Right to Buy) 14.98 2023-11-03 4 A 0 16000 0.00 A 2033-11-02 Common Stock 16000 16000 D Received in exchange for (i) 6,126,923 shares of Series Seed 3 Preferred Stock, (ii) 8,928,572 shares of Series A Preferred Stock, (iii) 1,532,567 shares of Series B-1 Preferred Stock, (iv) 1,438,849 shares of Series B-2 Preferred Stock and (v) shares of common stock issued in the private placement completed immediately prior to the Merger (as defined below) 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"). [Continued in Footnote 2] [Continuation of Footnote 1] 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. The Reporting Person is a manager of NEA 17 GP, LLC, which is the sole general partner of NEA Partners 17, L.P. ("NEA Partners 17"). NEA Partners 17 is the sole general partner of New Enterprise Associates 17, L.P. ("NEA 17"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 17 in which the Reporting Person has no pecuniary interest. 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. /s/ Louis Citron, attorney-in-fact 2023-11-07