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