0000950170-23-060606.txt : 20231107
0000950170-23-060606.hdr.sgml : 20231107
20231107211357
ACCESSION NUMBER: 0000950170-23-060606
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: Aiyar Ram
CENTRAL INDEX KEY: 0001997920
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39062
FILM NUMBER: 231385696
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
0001997920
Aiyar Ram
C/O KORRO BIO, INC.
ONE KENDALL SQUARE, BUILDING 600-700
CAMBRIDGE
MA
02139
true
true
false
false
President and CEO
false
Common Stock
2023-11-03
4
A
false
4613
A
4613
I
THE RAM AIYAR IRREVOCABLE TRUST
Stock Option (Right to Buy)
11.68
2023-11-03
4
A
false
136234
A
2030-12-01
Common Stock
136234
136234
D
Stock Option (Right to Buy)
22.75
2023-11-03
4
A
false
36769
A
2032-01-26
Common Stock
36769
36769
D
Stock Option (Right to Buy)
20.94
2023-11-03
4
A
false
30130
A
2033-02-08
Common Stock
30130
30130
D
Stock Option (Right to Buy)
14.98
2023-11-03
4
A
false
156760
0.00
A
2033-11-02
Common Stock
156760
156760
D
Received in exchange for (i) 47,893 shares of Series B-1 Preferred Stock and (ii) 44,964 shares of Series B-2 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. 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.
(Continued from footnote 1) Subsequent to the Merger, the name of the Issuer was changed from Frequency Therapeutics, Inc. to Korro Bio, Inc.
Shares held by THE RAM AIYAR IRREVOCABLE TRUST, for which the Reporting Person serves as trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
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 vest as to 25% of the shares on November 2, 2021, 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 2,741,795 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 740,000 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 606,400 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