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