0000950170-23-060602.txt : 20231107 0000950170-23-060602.hdr.sgml : 20231107 20231107211312 ACCESSION NUMBER: 0000950170-23-060602 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: Agarwal Vineet CENTRAL INDEX KEY: 0001997973 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39062 FILM NUMBER: 231385694 MAIL ADDRESS: STREET 1: C/O KORRO BIO, INC. STREET 2: ONE KENDALL SQUARE, BUILDING 600-700 CITY: CAMBRIDGE STATE: MA ZIP: 02139 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 0001997973 Agarwal Vineet C/O KORRO BIO, INC. ONE KENDALL SQUARE, BUILDING 600-700 CAMBRIDGE MA 02139 false true false false Chief Financial Officer false Stock Option (Right to Buy) 11.68 2023-11-03 4 A false 40870 A 2031-05-29 Common Stock 40870 40870 D Stock Option (Right to Buy) 22.75 2023-11-03 4 A false 5962 A 2032-01-26 Common Stock 5962 5962 D Stock Option (Right to Buy) 20.94 2023-11-03 4 A false 2591 A 2033-01-23 Common Stock 2591 2591 D Stock Option (Right to Buy) 14.98 2023-11-03 4 A false 46547 0.00 A 2033-11-02 Common Stock 46547 46547 D Under the terms of an Agreement and Plan of Merger dated as of July 14, 2023 by and among Korro Bio Ops, Inc. (f/k/a Korro Bio, Inc., "Legacy Korro"), the Issuer (f/k/a Frequency Therapeutics, Inc.) and Frequency Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), 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 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, at an exchange ratio of 0.049688 per share, on the same terms and conditions as were applicable under the 2019 Plan prior to the Merger, after giving effect to a reverse stock split of the Issuer's common stock of 1-for-50. (Continued from Footnote 1) Subsequent to the Merger, the name of the Issuer was changed from Frequency Therapeutics, Inc. to Korro Bio, Inc. The shares subject to the option vest as to 25% of the shares on May 11, 2022, with the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date. Received in exchange for a stock option to acquire 822,539 shares of Legacy Korro common stock issued under the 2019 Plan pursuant to the Merger Agreement. The shares subject to the option vest as to 25% of the shares on January 27, 2023, with the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date. Received in exchange for a stock option to acquire 120,000 shares of Legacy Korro common stock issued under the 2019 Plan pursuant to the Merger Agreement. The shares subject to the option vest as to 25% of the shares on January 1, 2024, with the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date. Received in exchange for a stock option to acquire 52,156 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 November 3, 2023, subject to the Reporting Person's continued service on each such vesting date. /s/ Shelby Walker, Attorney-in-fact 2023-11-07