KRRO / Korro Bio, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Korro Bio, Inc.
US ˙ NasdaqCM ˙ US5009461089

Mga Batayang Estadistika
CIK 1703647
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Korro Bio, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 12, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39062 Korro Bio,

August 12, 2025 EX-99.1

Korro Reports Second Quarter 2025 Financial Results and Provides Business Updates

Exhibit 99.1 Korro Reports Second Quarter 2025 Financial Results and Provides Business Updates — Interim readout from Phase 1/2a REWRITE clinical trial of KRRO-110 on track for the second half of 2025 — Completed dosing of over 80% of planned REWRITE healthy volunteers across multiple single ascending dose (SAD) cohorts with no treatment emergent serious adverse events (SAEs) or dose limiting toxi

August 12, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 Korro Bio, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 Korro Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commission File Nu

June 18, 2025 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 Korro Bio, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 Korro Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commission File Nu

June 11, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 Korro Bio, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 Korro Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commission File Numb

May 7, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 Korro Bio, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 Korro Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commission File Number

May 7, 2025 EX-99.1

Korro Reports First Quarter 2025 Financial Results and Provides Business Updates

Exhibit 99.1 Korro Reports First Quarter 2025 Financial Results and Provides Business Updates — Interim readout from Phase 1/2a REWRITE clinical trial of KRRO-110 for Alpha-1 Antitrypsin Deficiency (AATD) on track for the second half of 2025 — Streamlining operations and focusing on delivering potential value generating program milestones, with workforce reduction of approximately 20% and cost red

May 7, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39062 Korro Bio

May 7, 2025 EX-10.1

Employment Agreement, effective March 31, 2025 between Korro Bio, Inc. and Loïc Vincent.

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Korro Bio, Inc., a Delaware corporation (“Parent”, and together with its subsidiaries, including Korro Bio Ops, Inc., the “Company”), and Loϊc Vincent (the “Executive”) and is effective as of March 31, 2025 (the “Effective Date”). WHEREAS, the Company desires to employ the Executive and the Executive desires

April 29, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

April 29, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

March 27, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2025 Korro Bio, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2025 Korro Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commission File Num

March 18, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2025 Korro Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commission File Num

March 18, 2025 EX-19.1

Korro Bio, Inc. Insider Trading Policy

Exhibit 19.1 KORRO BIO, INC. AMENDED AND RESTATED INSIDER TRADING POLICY Korro Bio, Inc. (the “Company”) has adopted the following amended and restated policy and procedures for securities trading by Company directors and employees (our “Insider Trading Policy”). Our Insider Trading Policy is intended to prevent the misuse of material nonpublic information, insider trading in securities, and the s

March 18, 2025 EX-10.4

Korro Bio, Inc. Amended and Restated Non-Employee Director Compensation Policy

Exhibit 10.4 KORRO BIO, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Amended and Restated Non-Employee Director Compensation Policy (the “Policy”) of Korro Bio, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not em

March 18, 2025 EX-FILING FEES

Filing Fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Korro Bio, Inc. (Exact name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.001 par value p

March 18, 2025 EX-99.1

Korro Reports Full Year 2024 Financial Results and Provides Business Updates

Exhibit 99.1 Korro Reports Full Year 2024 Financial Results and Provides Business Updates — Completed dosing of first two cohorts in Phase 1/2a REWRITE Clinical Study of KRRO-110 for Alpha-1 Antitrypsin Deficiency (AATD); Interim readout expected in the second half of 2025 — U.S. Food and Drug Administration (FDA) Granted Orphan Drug Designation to KRRO-110 for the treatment of AATD — Executing 3-

March 18, 2025 S-8

As filed with the Securities and Exchange Commission on March 18, 2025

S-8 1 krro-20250318.htm S-8 As filed with the Securities and Exchange Commission on March 18, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KORRO BIO, INC. (Exact name of registrant as specified in its charter) Delaware 47-2324450 (State or other jurisdiction of incorporation or or

March 18, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 001-39062 Korro Bio, Inc.

March 18, 2025 EX-21.1

List of Subsidiaries.

Exhibit 21.1 Subsidiaries Subsidiary Jurisdiction of Incorporation or Organization Korro Bio Ops, Inc. Delaware Korro Mass Securities, Inc. Massachusetts Korro Bio Pty Ltd Australia

February 11, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2025 Korro Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commission File

January 13, 2025 EX-99.2

CONCEPT PROGRAM / INDICATION DELIVERY DISCOVERY PRECLINICAL DEVELOPMENT PHASE 1 PHASE 2 PHASE 3 Repairing a pathogenic variant KRRO-110 AATD LNP (IV) De novo protein to inhibit degradation Rare metabolic disorder GalNAc (SC) De novo protein to overco

Disclaimers Forward-Looking Statements Certain statements in this presentation may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended.

January 13, 2025 EX-99.1

Korro Bio Announces Dosing of First Participants in REWRITE Phase 1/2a Study of KRRO-110 for Alpha-1 Antitrypsin Deficiency and Provides Pipeline Update

EX-99.1 Exhibit 99.1 Korro Bio Announces Dosing of First Participants in REWRITE Phase 1/2a Study of KRRO-110 for Alpha-1 Antitrypsin Deficiency and Provides Pipeline Update • KRRO-110 is the first product candidate from Korro’s proprietary RNA editing OPERATM platform • Interim readout from REWRITE expected in the second half of 2025 • Korro to advance additional pipeline programs towards clinica

January 13, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 Korro Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commission File N

December 10, 2024 424B3

Up to 1,504,537 Shares of Common Stock

Table of Contents Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-275353 PROSPECTUS Up to 1,504,537 Shares of Common Stock This prospectus relates to the proposed offer and resale or other disposition from time to time by the selling stockholders identified in this prospectus of up to an aggregate of 1,504,537 shares of common stock, par value $0.001 per share, of Korro Bio, Inc. W

December 10, 2024 424B3

Up to 1,213,569 Shares of Common Stock

Table of Contents Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-297402 PROSPECTUS Up to 1,213,569 Shares of Common Stock This prospectus relates to the proposed offer and resale or other disposition from time to time by the selling stockholders identified in this prospectus of up to an aggregate of 1,213,569 shares of common stock, par value $0.001 per share, of Korro Bio, Inc. W

December 6, 2024 424B5

Up to $100,000,000 Common Stock

424B5 Filed pursuant to Rule 424(b)(5) Registration Statement No. 333-283552 PROSPECTUS Up to $100,000,000 Common Stock We have entered into a sales agreement, or the Sales Agreement, with TD Securities (USA) LLC, or TD Cowen, relating to the sale of shares of our common stock offered by this prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our commo

December 6, 2024 CORRESP

VIA EDGAR

VIA EDGAR December 6, 2024 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

December 2, 2024 EX-4.1

Form of Senior Indenture

Exhibit 4.1 KORRO BIO, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 202[•] Senior Debt Securities TABLE OF CONTENTS1 ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certificate 6 Sect

December 2, 2024 POS AM

As filed with the Securities and Exchange Commission on December 2, 2024

Table of Contents As filed with the Securities and Exchange Commission on December 2, 2024 Registration No.

December 2, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Korro Bio, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class    Title    Fee Calculation or Carry Forward   Rule   Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registra

December 2, 2024 EX-24.2

Power of Attorney

Exhibit 24.2 POWER OF ATTORNEY KNOW ALL BY THESE PRESENT, that the individual whose signature appears below hereby constitutes and appoints each of Ram Aiyar and Vineet Agarwal, as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendme

December 2, 2024 EX-24.2

Power of Attorney

Exhibit 24.2 POWER OF ATTORNEY KNOW ALL BY THESE PRESENT, that the individual whose signature appears below hereby constitutes and appoints each of Ram Aiyar and Vineet Agarwal, as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendme

December 2, 2024 S-3

As filed with the Securities and Exchange Commission on December 2, 2024

Table of Contents As filed with the Securities and Exchange Commission on December 2, 2024 Registration No.

December 2, 2024 POS AM

As filed with the Securities and Exchange Commission on December 2, 2024

Table of Contents As filed with the Securities and Exchange Commission on December 2, 2024 Registration No.

December 2, 2024 EX-4.2

Form of Subordinated Indenture

Exhibit 4.2 KORRO BIO, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 202[•] Subordinated Debt Securities TABLE OF CONTENTS1 ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.0 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certificate 6

December 2, 2024 EX-1.2

Sales agreement, dated December 2, 2024, by and among the registrant and TD Securities (USA) LLC.

Exhibit 1.2 Execution Version KORRO BIO, INC. $100,000,000 SALES AGREEMENT December 2, 2024 TD Securities (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 Ladies and Gentlemen: Korro Bio, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with TD Securities (USA) LLC (“TD Cowen”), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from t

November 21, 2024 424B3

Up to 1,213,569 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279402 Prospectus Supplement No. 8 (to Prospectus dated May 22, 2024) Up to 1,213,569 Shares of Common Stock This prospectus supplement supplements the prospectus, dated May 22, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-279402). This prospectus supplement is being filed to update and suppleme

November 21, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2024 Korro Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commission File

November 21, 2024 EX-99.1

Korro Receives Australian HREC Approval and CTN Clearance to Initiate Phase 1/2a Clinical Study (REWRITE) of KRRO-110 for Alpha-1 Antitrypsin Deficiency

Exhibit 99.1 Korro Receives Australian HREC Approval and CTN Clearance to Initiate Phase 1/2a Clinical Study (REWRITE) of KRRO-110 for Alpha-1 Antitrypsin Deficiency — REWRITE study will evaluate the safety, tolerability, pharmacokinetics and pharmacodynamics of single and multiple escalating doses of KRRO-110 — First participant dosing anticipated in the first quarter of 2025 — Interim readout ex

November 21, 2024 424B3

Up to 1,504,537 Shares of Common Stock

424B3 1 korropreclosingprosuppac.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-275353 Prospectus Supplement No. 11 (to Prospectus dated March 27, 2024) Up to 1,504,537 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 27, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-275353). This prospectus

November 14, 2024 SC 13G/A

KRRO / Korro Bio, Inc. / EVENTIDE ASSET MANAGEMENT, LLC - SC 13G/A Passive Investment

SC 13G/A 1 eventidekorro-sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Korro Bio, Inc. (Name of Issuer – as specified in its charter) Common Stock, par value $0.001 per share (Title of Class of Securities) 500946108 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this

November 14, 2024 SC 13G/A

KRRO / Korro Bio, Inc. / Cormorant Asset Management, LP Passive Investment

SC 13G/A 1 cormorant-krro093024a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Korro Bio, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 500946108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

November 14, 2024 SC 13G/A

KRRO / Korro Bio, Inc. / Deep Track Capital, LP Passive Investment

SC 13G/A 1 deeptrack-krro093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Korro Bio, Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 500946108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the a

November 14, 2024 SC 13G/A

KRRO / Korro Bio, Inc. / Point72 Asset Management, L.P. - KORRO BIO, INC. Passive Investment

SC 13G/A 1 p24-3276sc13ga.htm KORRO BIO, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Korro Bio, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 500946108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appro

November 12, 2024 EX-10.2

Lease Agreement, dated April 25, 2022 between Korro Bio Ops, Inc. (formerly known as Korro Bio, Inc.) and NW Cambridge Property Owner LLC.

Exhibit 10.2 60 FIRST STREET CAMBRIDGE, MASSACHUSETTS 02141 LEASE AGREEMENT BETWEEN NW CAMBRIDGE PROPERTY OWNER LLC, a Delaware limited liability company, AS LANDLORD AND KORRO BIO, INC. a Delaware corporation, AS TENANT LEASE AGREEMENT TABLE OF CONTENTS Page 1. Basic Lease Information 1 2. Lease Grant 4 3. Term and Commencement Date 5 4. Rent 6 5. Compliance with Laws; Use 7 6. Letter of Credit 9

November 12, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 Korro Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commission File

November 12, 2024 EX-99.1

Korro Reports Third Quarter 2024 Financial Results and Provides Business Updates

Exhibit 99.1 Korro Reports Third Quarter 2024 Financial Results and Provides Business Updates — Submitted regulatory filing for first-in-human clinical study of KRRO-110 in patients with alpha-1 antitrypsin deficiency (AATD) — Formed Clinical Advisory Board (CAB) of leading lung and liver experts and strengthened leadership team — Partnered with Novo Nordisk to develop up to two targets for cardio

November 12, 2024 EX-10.4

Employment Agreement, dated August 28, 2024 between Korro Bio, Inc. and Jeffrey Cerio.

Exhibit 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Korro Bio, Inc., a Delaware corporation (“Parent”, and together with its subsidiaries, including Korro Bio Ops, Inc., the “Company”), and Jeffrey Cerio (the “Executive”) and is effective as of August 28, 2024 (the “Effective Date”) and the Executive’s date of hire will be August 30, 2024 (the “Start Date”), o

November 12, 2024 EX-10.1

Research Collaboration and License Agreement, dated September 13, 2024 between Korro Bio, Inc. and Novo Nordisk A/S.

Exhibit 10.1 EXECUTION CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL RESEARCH COLLABORATION AND LICENSE AGREEMENT between NOVO NORDISK A/S and KORRO BIO, INC. THIS RESEARCH COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is entered into as of Sept

November 12, 2024 424B3

Up to 1,213,569 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279402 Prospectus Supplement No. 7 (to Prospectus dated May 22, 2024) Up to 1,213,569 Shares of Common Stock This prospectus supplement supplements the prospectus, dated May 22, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-279402). This prospectus supplement is being filed to update and suppleme

November 12, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39062 Korro

November 12, 2024 424B3

Up to 1,504,537 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275353 Prospectus Supplement No. 10 (to Prospectus dated March 27, 2024) Up to 1,504,537 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 27, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-275353). This prospectus supplement is being filed to update and sup

November 12, 2024 EX-10.3

Consulting Agreement, dated August 26, 2024 between Korro Bio, Inc. and David Lucchino.

Exhibit 10.3 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered between David Lucchino (“Consultant”) and Korro Bio, Inc. (the “Company”) (each a “Party” and collectively the “Parties”). WHEREAS, the Company has offered to engage Consultant as an independent contractor pursuant to this Agreement, and Consultant desires to accept the Company’s offer in regard to th

November 4, 2024 424B3

Up to 1,213,569 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279402 Prospectus Supplement No. 6 (to Prospectus dated May 22, 2024) Up to 1,213,569 Shares of Common Stock This prospectus supplement supplements the prospectus, dated May 22, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-279402). This prospectus supplement is being filed to update and suppleme

November 4, 2024 EX-99.1

Korro Announces Regulatory Filing for Initiation of KRRO-110 First-In-Human Study and Formation of Clinical Advisory Board

Exhibit 99.1 Korro Announces Regulatory Filing for Initiation of KRRO-110 First-In-Human Study and Formation of Clinical Advisory Board — Regulatory filing of Phase 1/2 clinical study for Alpha-1 Antitrypsin Deficiency (AATD) submitted to Australian Bellberry Human Research Ethics Committee (HREC) — Clinical Advisory Board of lung and liver experts formed to support development of KRRO-110 — First

November 4, 2024 424B3

Up to 1,504,537 Shares of Common Stock

424B3 1 korropreclosingprosuppr.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-275353 Prospectus Supplement No. 9 (to Prospectus dated March 27, 2024) Up to 1,504,537 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 27, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-275353). This prospectus su

November 4, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2024 Korro Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commission File N

September 16, 2024 EX-99.1

Korro Bio Announces Collaboration with Novo Nordisk to Develop Two Therapeutic Candidates Partnership leverages Korro’s proprietary OPERATM platform to enable its oligonucleotide-directed RNA edits into two undisclosed targets; initially for cardiome

Exhibit 99.1 Korro Bio Announces Collaboration with Novo Nordisk to Develop Two Therapeutic Candidates Partnership leverages Korro’s proprietary OPERATM platform to enable its oligonucleotide-directed RNA edits into two undisclosed targets; initially for cardiometabolic diseases Total deal value of up to $530 million in upfront, development, and commercial milestone payments, in addition to tiered

September 16, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2024 Korro Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commission File

September 16, 2024 424B3

Up to 1,504,537 Shares of Common Stock

424B3 1 korropreclosingprosuppp.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-275353 Prospectus Supplement No. 8 (to Prospectus dated March 27, 2024) Up to 1,504,537 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 27, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-275353). This prospectus su

September 16, 2024 424B3

Up to 1,213,569 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279402 Prospectus Supplement No. 5 (to Prospectus dated May 22, 2024) Up to 1,213,569 Shares of Common Stock This prospectus supplement supplements the prospectus, dated May 22, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-279402). This prospectus supplement is being filed to update and suppleme

August 28, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2024 Korro Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commission File Nu

August 28, 2024 424B3

Up to 1,213,569 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279402 Prospectus Supplement No. 4 (to Prospectus dated May 22, 2024) Up to 1,213,569 Shares of Common Stock This prospectus supplement supplements the prospectus, dated May 22, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-279402). This prospectus supplement is being filed to update and suppleme

August 28, 2024 424B3

Up to 1,504,537 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275353 Prospectus Supplement No. 7 (to Prospectus dated March 27, 2024) Up to 1,504,537 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 27, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-275353). This prospectus supplement is being filed to update and supp

August 13, 2024 EX-99.1

Korro Reports Second Quarter 2024 Financial Results and Provides Business Updates

Exhibit 99.1 Korro Reports Second Quarter 2024 Financial Results and Provides Business Updates — Regulatory filing of first-in-human (FIH) trial of KRRO-110 in patients with alpha-1 antitrypsin deficiency (AATD) anticipated in the second half of 2024 — Preclinical data presented at the American Thoracic Society International Conference (ATS) demonstrating KRRO-110's ability to correct alpha-1 anti

August 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39062 Korro Bio,

August 13, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 Korro Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commission File Nu

August 13, 2024 424B3

Up to 1,504,537 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275353 Prospectus Supplement No. 6 (to Prospectus dated March 27, 2024) Up to 1,504,537 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 27, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-275353). This prospectus supplement is being filed to update and supp

August 13, 2024 424B3

Up to 1,213,569 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279402 Prospectus Supplement No. 3 (to Prospectus dated May 22, 2024) Up to 1,213,569 Shares of Common Stock This prospectus supplement supplements the prospectus, dated May 22, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-279402). This prospectus supplement is being filed to update and suppleme

July 12, 2024 SC 13G/A

KRRO / Korro Bio, Inc. / Artal International S.C.A. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. 1 ) Korro Bio, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 500946108 (CUSIP Number) July 12, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

June 21, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 Korro Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commission File Numb

June 21, 2024 424B3

Up to 1,504,537 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275353 Prospectus Supplement No. 5 (to Prospectus dated March 27, 2024) Up to 1,504,537 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 27, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-275353). This prospectus supplement is being filed to update and supp

June 21, 2024 424B3

Up to 1,213,569 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279402 Prospectus Supplement No. 2 (to Prospectus dated May 22, 2024) Up to 1,213,569 Shares of Common Stock This prospectus supplement supplements the prospectus, dated May 22, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-279402). This prospectus supplement is being filed to update and suppleme

June 17, 2024 424B3

Up to 1,504,537 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275353 Prospectus Supplement No. 4 (to Prospectus dated March 27, 2024) Up to 1,504,537 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 27, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-275353). This prospectus supplement is being filed to update and supp

June 17, 2024 424B3

Up to 1,213,569 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279402 Prospectus Supplement No. 1 (to Prospectus dated May 22, 2024) Up to 1,213,569 Shares of Common Stock This prospectus supplement supplements the prospectus, dated May 22, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-279402). This prospectus supplement is being filed to update and suppleme

June 12, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2024 Korro Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commission File Numb

June 12, 2024 EX-3.1

Certificate of Amendment to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on June 12, 2024)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF KORRO BIO, INC. Korro Bio, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows: A resolution was duly adopted by the Board of Directors of the Corporation pursuant to Section 242 of the General Corpor

May 22, 2024 424B3

Up to 1,213,569 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-279402 PROSPECTUS Up to 1,213,569 Shares of Common Stock This prospectus relates to the proposed offer and resale or other disposition from time to time by the selling stockholders identified in this prospectus of up to an aggregate of 1,213,569 shares of common stock, par value $0.001 per share, of Korro Bio, Inc. We are regi

May 20, 2024 CORRESP

VIA EDGAR

VIA EDGAR May 20, 2024 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

May 14, 2024 EX-21.1

List of Subsidiaries.

Exhibit 21.1 Subsidiaries Subsidiary Jurisdiction of Incorporation or Organization Korro Mass Securities, Inc. Massachusetts Frequency Therapeutics Pty Ltd Australia Frequency Therapeutics Securities Corporation Massachusetts

May 14, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 Korro Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commission File Numbe

May 14, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Korro Bio, Inc. (Exact name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fe

May 14, 2024 EX-99.1

Korro Reports First Quarter 2024 Financial Results Appointment of Kemi Olugemo, M.D. as Chief Medical Officer

Exhibit 99.1 Korro Reports First Quarter 2024 Financial Results and Appointment of Kemi Olugemo, M.D. as Chief Medical Officer — On track for regulatory filing for First-in-Human (FIH) study of KRRO-110 in patients with Alpha-1 Antitrypsin Deficiency (AATD) anticipated in the second half of 2024 — Further strengthened balance sheet with closing of $70.0 million private placement (PIPE) on April 22

May 14, 2024 S-1

As filed with the Securities and Exchange Commission on May 14, 2024 Registration No. 333-     UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KORRO BIO, INC. (E

Table of Contents As filed with the Securities and Exchange Commission on May 14, 2024 Registration No.

May 14, 2024 424B3

Up to 1,504,537 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275353 Prospectus Supplement No. 3 (to Prospectus dated March 27, 2024) Up to 1,504,537 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 27, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-275353). This prospectus supplement is being filed to update and supp

May 14, 2024 EX-10.14

Employment Agreement dated effective May 13, 2024 between the registrant and Kemi Olugemo (incorporated by reference to Exhibit 10.14 to the registrant’s Registration Statement on Form S-1 (333-279402) filed on May 14, 2024)

Exhibit 10.14 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Korro Bio, Inc., a Delaware corporation (“Parent”, and together with its subsidiaries, including Korro Bio Ops, Inc., the “Company”), and Olukemi A. Olugemo, having an address at 10 Indian Rock Road, Wayland, MA 01778 (“Kemi Olugemo”) (the “Executive”) and is effective as of May 13, 2024 (the “Effective Date

May 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39062 Korro Bio

May 14, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 Korro Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commission File Numbe

May 1, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

April 29, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

April 29, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒       Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as pe

April 26, 2024 SC 13G

KRRO / Korro Bio, Inc. / Deep Track Capital, LP Passive Investment

SC 13G 1 deeptrack-krro041824.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Korro Bio, Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 500946108 (CUSIP Number) April 18, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate

April 24, 2024 SC 13D/A

KRRO / Korro Bio, Inc. / New Enterprise Associates 17, L.P. - NEW ENTERPRISE ASSOCIATES 17, L.P. -- KORRO BIO, INC. 13D/A(#1) Activist Investment

SC 13D/A 1 nea17-korro18823.htm NEW ENTERPRISE ASSOCIATES 17, L.P. - KORRO BIO, INC. 13D/A(#1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Korro Bio, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 500946108 (CUSIP Number) Stephanie Brecher New Enterprise Assoc

April 22, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2024 Korro Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commission File Num

April 22, 2024 424B3

Up to 1,504,537 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275353 Prospectus Supplement No. 2 (to Prospectus dated March 27, 2024) Up to 1,504,537 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 27, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-275353). This prospectus supplement is being filed to update and supp

April 19, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒       Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as pe

April 18, 2024 EX-99.1

Korro Announces $70 Million Private Placement

Exhibit 99.1 Korro Announces $70 Million Private Placement • Financing led by Deep Track Capital with participation from other leading healthcare investors • Pro-forma cash and cash equivalents of approximately $236 million before fees and expenses • On track for regulatory filing for First-in-Human (FIH) study of KRRO-110 in Alpha-1 Antitrypsin Deficiency (AATD) patients anticipated in the second

April 18, 2024 424B3

Up to 1,504,537 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275353 Prospectus Supplement No. 1 (to Prospectus dated March 27, 2024) Up to 1,504,537 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 27, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-275353). This prospectus supplement is being filed to update and supp

April 18, 2024 EX-10.2

Registration Rights Agreement, dated April 17, 2024, by and among the registrant and the purchasers party thereto (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on April 18, 2024).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 17, 2024, among Korro Bio, Inc., (the “Company”), a Delaware corporation, and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and. collectively, the “Purchasers”). WHEREAS, the Company and the Purchasers are parties to a Subscript

April 18, 2024 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2024 Korro Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commission File Num

April 18, 2024 EX-10.1

Subscription Agreement dated April 17, 2024, by and among the registrant an the purchasers party thereto (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on April 18, 2024)

Exhibit 10.1 SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) is made and entered into as of April 17, 2024 (the “Effective Date”) by and among Korro Bio, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on the signature pages hereto, severally and not jointly (each a “Purchaser” and together the “Purchasers”). Certain terms used and not otherwis

March 28, 2024 424B3

Up to 1,504,537 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275353 PROSPECTUS Up to 1,504,537 Shares of Common Stock This prospectus relates to the proposed offer and resale or other disposition from time to time by the selling stockholders identified in this prospectus of up to an aggregate of 1,504,537 shares of common stock, par value $0.001 per share, of Korro Bio, Inc. We are registering the resale

March 26, 2024 EX-10.20

Second Amendment to Lease Agreement, by and between Korro Bio, Inc. and ARE-MA Region No. 59, LLC, dated August 31, 2022 (incorporated by reference to Exhibit 10.20 to the registrant’s Annual Report on Form 10-K filed on March 26, 2024).

Exhibit 10.20 SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is made as of August 2022, by and between ARE-MA REGION NO. 59, LLC, a Delaware limited liability company (“Landlord”), and KORRO BIO, INC., a Delaware corporation (“Tenant”). RECITALS A. Landlord and Tenant are now parties to that certain Lease Agreement dated as of August 10, 2020, as amended by that

March 26, 2024 EX-10.21

Third Amendment to Lease Agreement, by and between Korro Bio, Inc. and ARE-MA Region No. 59, LLC, dated October 20, 2023 (incorporated by reference to Exhibit 10.21 to the registrant’s Annual Report on Form 10-K filed on March 26, 2024).

Exhibit 10.21 THIRD AMENDMENT TO LEASE THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is made as of October 20, 2023, by and between ARE-MA REGION NO. 59, LLC, a Delaware limited liability company (“Landlord”), and KORRO BIO, INC., a Delaware corporation (“Tenant”). RECITALS A. Landlord and Tenant are now parties to that certain Lease Agreement dated as of August 10, 2020, as amended by th

March 26, 2024 EX-97.1

Korro Bio, Inc. Compensation Recovery Policy.

Exhibit 97.1 korro bio, inc. COMPENSATION RECOVERY POLICY Adopted as of November 3, 2023 Korro Bio, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons (as defined belo

March 26, 2024 POS AM

Power of Attorney (included on signature page of initial filing of this registration statement).

As filed with the Securities and Exchange Commission on March 26, 2024 Registration No.

March 26, 2024 EX-FILING FEES

Filing Fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Korro Bio, Inc. (Exact name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.001 par value p

March 26, 2024 EX-99.1

Korro Reports Full Year 2023 Financial Results and Highlights Recent Progress

Exhibit 99.1 Korro Reports Full Year 2023 Financial Results and Highlights Recent Progress - On track for regulatory filing for First-in-Human study of KRRO-110 in Alpha-1 Antitrypsin Deficiency (AATD) patients anticipated in the second half of 2024 - Demonstrated the versatility of Korro’s RNA editing platform by generating de-novo protein variants via multiple targets in non-human primates (NHPs

March 26, 2024 EX-21.1

List of Subsidiaries.

Exhibit 21.1 Subsidiaries Subsidiary Jurisdiction of Incorporation or Organization Korro Bio Ops, Inc. Delaware Korro Mass Securities, Inc. Massachusetts Frequency Therapeutics Pty Ltd Australia Frequency Therapeutics Securities Corporation Massachusetts

March 26, 2024 EX-4.1

Exhibit 4.1

Exhibit 4.1 DESCRIPTION OF SECURITIES General The following description summarizes some of the terms our restated certificate of incorporation, as amended, or the Charter, our amended and restated bylaws, or the Bylaws, and of the General Corporation Law of Delaware, or the DGCL. This description is summarized from, and qualified in its entirety by reference to, the Charter and Bylaws, each of whi

March 26, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 001-39062 Korro Bio, Inc.

March 26, 2024 S-8

As filed with the Securities and Exchange Commission on March 26, 2024

As filed with the Securities and Exchange Commission on March 26, 2024 Registration No.

March 26, 2024 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2024 Korro Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commission File Num

February 14, 2024 SC 13G

KRRO / Korro Bio, Inc. / EVENTIDE ASSET MANAGEMENT, LLC - SC 13G Passive Investment

SC 13G 1 eventide-korrosc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 0)* Korro Bio, Inc. (Name of Issuer – as specified in its charter) Common Stock, par value $0.001 per share (Title of Class of Securities) 500946108 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this State

February 14, 2024 SC 13G/A

KRRO / Korro Bio, Inc. / Cormorant Asset Management, LP - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 schedule13ga.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Korro Bio, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 500946108 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig

February 14, 2024 SC 13G/A

KRRO / Korro Bio, Inc. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm243573d22sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Korro Bio, Inc. (Name of Issuer) Common stock, par value $0.001 per share (the “Shares”) (Title o

January 9, 2024 EX-99.1

Uniquely Positioned to Expand the Frontiers of Genetic Medicines through RNA Editing Built an experienced team with a proven track record in genetic medicines TM Built an oligonucleotide-based approach (OPERA ) to affect a single base edit on RNA (ef

Exhibit 99.1 J . P . M o r g a n H e a l t h c a r e C o n f e r e n c e Edit the Message, Rewrite the Future January 2024 1 Disclaimers Forward-Looking Statements Certain statements in this Presentation may constitute “forward-looking statements”. Forward-looking statements include, but are not limited to, express or implied statements regarding expectations, hopes, beliefs, intentions or strateg

January 9, 2024 424B3

Up to 1,714,570 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275353 Prospectus Supplement No. 1 (to Prospectus dated December 22, 2023) Up to 1,714,570 Shares of Common Stock This prospectus supplement supplements the prospectus, dated December 22, 2023, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-275353). This prospectus supplement is being filed to update an

January 9, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2024 Korro Bio, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2024 Korro Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commission File Nu

December 22, 2023 424B3

Up to 1,714,570 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-275353 PROSPECTUS Up to 1,714,570 Shares of Common Stock This prospectus relates to the proposed offer and resale or other disposition from time to time by the selling stockholders identified in this prospectus of up to an aggregate of 1,714,570 shares of common stock, par value $0.001 per share, of Korro Bio, Inc. We are regi

December 21, 2023 CORRESP

VIA EDGAR

VIA EDGAR December 21, 2023 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

December 20, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Korro Bio, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fe

December 20, 2023 EX-10.1

Korro Bio, Inc. 2023 Stock Option and Incentive Plan, and form of award agreements thereunder.

Exhibit 10.1 KORRO BIO, INC. 2023 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Korro Bio, Inc. 2023 Stock Option and Incentive Plan (as amended from time to time, the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Korro Bio, Inc. (the “Company”) and its

December 20, 2023 CORRESP

***

Goodwin Procter LLP Three Embarcadero Center, 28th Floor San Francisco, CA 94111 goodwinlaw.

December 20, 2023 S-1/A

As filed with the Securities and Exchange Commission on December 20, 2023

S-1/A Table of Contents As filed with the Securities and Exchange Commission on December 20, 2023 Registration No.

December 1, 2023 EX-24.2

Power of Attorney.

Exhibit 24.2 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints each of Ram Aiyar and Vineet Agarwal, as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendm

December 1, 2023 EX-10.13

Employment Agreement, dated November 9, 2023, by and between Korro Bio, Inc. and Todd Chappell.

Exhibit 10.13 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Korro Bio, Inc., a Delaware corporation (“Parent”, and together with its subsidiaries, including Korro Bio Ops, Inc., the “Company”), and Todd Chappell (the “Executive”) and is effective as of the date it is fully executed (the “Effective Date”). Except with respect to the Equity Documents (as defined below)

December 1, 2023 EX-21.1

List of Subsidiaries.

Exhibit 21.1 Subsidiaries Subsidiary Jurisdiction of Incorporation or Organization Korro Mass Securities, Inc. Massachusetts Frequency Therapeutics Pty Ltd Australia Frequency Therapeutics Securities Corporation Massachusetts

December 1, 2023 EX-10.1

Korro Bio, Inc. 2023 Stock Option and Incentive Plan, and form of award agreements thereunder.

Exhibit 10.1 KORRO BIO, INC. 2023 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Korro Bio, Inc. 2023 Stock Option and Incentive Plan (as amended from time to time, the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Korro Bio, Inc. (the “Company”) and its

December 1, 2023 EX-10.12

Employment Agreement, dated November 8, 2023, by and between Korro Bio, Inc. and Steve Colletti.

Exhibit 10.12 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Korro Bio, Inc., a Delaware corporation (“Parent”, and together with its subsidiaries, including Korro Bio Ops, Inc., the “Company”), and Steven Colletti, Ph.D. (the “Executive”) and is effective as of the date it is fully executed (the “Effective Date”). Except with respect to the Equity Documents (as defin

December 1, 2023 S-1/A

As filed with the Securities and Exchange Commission on December 1 , 2023 Registration No. 333-275353 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM S-3 on FORM S-1 REGISTRATION STATEMENT UNDER THE SEC

Table of Contents As filed with the Securities and Exchange Commission on December 1 , 2023 Registration No.

December 1, 2023 EX-10.11

Employment Agreement, dated November 8, 2023, by and between Korro Bio, Inc. and Shelby Walker.

Exhibit 10.11 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Korro Bio, Inc., a Delaware corporation (“Parent”, and together with its subsidiaries, including Korro Bio Ops, Inc., the “Company”), and Shelby Walker (the “Executive”) and is effective as of the date it is fully executed (the “Effective Date”). Except with respect to the Equity Documents (as defined below)

December 1, 2023 CORRESP

***

Goodwin Procter LLP Three Embarcadero Center, 28th Floor San Francisco, CA 94111 goodwinlaw.

December 1, 2023 EX-10.2

Korro Bio, Inc. 2023 Employee Stock Purchase Plan.

Exhibit 10.2 KORRO BIO, INC. 2023 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Korro Bio, Inc. 2023 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Korro Bio, Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). 88,502 shares

November 29, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2023 Korro Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commission File

November 17, 2023 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d534957dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Shares of Korro Bio, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on b

November 17, 2023 SC 13D

KRRO / Korro Bio Inc. / New Enterprise Associates 17, L.P. - NEW ENTERPRISE ASSOCIATES 17, L.P. -- KORRO BIO, INC. 13D Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.    )* Korro Bio, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 500946108 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 842-4000 (

November 17, 2023 SC 13G

KRRO / Korro Bio Inc. / Platanus Investment LLC - SC 13G Passive Investment

SC 13G 1 d534957dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Korro Bio, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 500946108 (CUSIP Number) November 3, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropri

November 16, 2023 SC 13G

KRRO / Korro Bio Inc. / Cormorant Asset Management, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Korro Bio, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 500946108 (CUSIP Number) November 6, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

November 16, 2023 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of November 16, 2023, is by and among Cormorant Global Healthcare Master Fund, LP, Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare Fund II, LP, Cormorant Private Healthcare GP II, LLC Cormorant Asset Management, LP and Bihua Chen (collectively, the “Filers”). Each of the Filers may be required to file with

November 14, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2023 Korro Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commission File N

November 14, 2023 EX-10.2

Employment Agreement, dated November 8, 2023, by and between Korro Bio, Inc. and Vineet Agarwal (incorporated by reference to Exhibit 10.2 to the Form 8-K filed November 14, 2023).

Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Korro Bio, Inc., a Delaware corporation (“Parent”, and together with its subsidiaries, including Korro Bio Ops, Inc., the “Company”), and Vineet Agarwal (the “Executive”) and is effective as of the date it is fully executed (the “Effective Date”). Except with respect to the Equity Documents (as defined below)

November 14, 2023 EX-10.1

Employment Agreement, dated as of November 10, 2023, by and between Korro Bio, Inc. and Ram Aiyar, Ph.D. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed November 14, 2023).

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Korro Bio, Inc., a Delaware corporation (“Parent”, and together with its subsidiaries, including Korro Bio Ops, Inc., the “Company”), and Ram Aiyar, Ph.D. (the “Executive”) and is effective as of the date it is fully executed (the “Effective Date”). Except with respect to the Equity Documents (as defined belo

November 13, 2023 SC 13G

KRRO / Korro Bio Inc. / Artal International S.C.A. - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. ) Korro Bio, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 500946108 (CUSIP Number) November 3, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

November 13, 2023 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d594980dex991.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned agree that the statement on Schedule 13G with respect to the Common Stock, $0.001 par value per share, of Korro Bio, Inc. is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securit

November 13, 2023 SC 13D

KRRO / Korro Bio Inc. / Atlas Venture Fund XI, L.P. - SC 13D Activist Investment

SC 13D 1 tm2330570d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Korro Bio, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 500946108 (CUSIP Number) Atlas Venture Attention: Ommer Chohan, Chief Financial Officer 300 Technology Square, 8t

November 13, 2023 SC 13G

KRRO / Korro Bio Inc. / CITADEL ADVISORS LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Korro Bio, Inc. (Name of Issuer) Common stock, par value $0.001 per share (the “Shares”) (Title of Class of Securities) 500946108 (CUSIP Num

November 13, 2023 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 tm2330557d2ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Shares of Korro Bio, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amen

November 9, 2023 EX-99

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99 2 p23-2763exhibit99.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing add

November 9, 2023 SC 13G

KRRO / Korro Bio Inc. / Point72 Asset Management, L.P. - KORRO BIO, INC. Passive Investment

SC 13G 1 p23-2763sc13g.htm KORRO BIO, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Korro Bio, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 500946108 (CUSIP Number) November 3, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

November 6, 2023 EX-99.1

UPDATE: Korro Bio and Frequency Therapeutics Announce Closing of Merger and Private Placement of $117 Million

Exhibit 99.1 UPDATE: Korro Bio and Frequency Therapeutics Announce Closing of Merger and Private Placement of $117 Million • Korro will be focused on advancing a wholly owned portfolio of RNA editing programs • Post-transaction cash of approximately $170 million expected to fund operations into 2026 • Funds multiple potentially value-creating milestones, including advancing its lead product candid

November 6, 2023 EX-10.8

Korro Bio, Inc. 2019 Stock Incentive Plan, and form of award agreements thereunder (incorporated by reference to Exhibit 10.8 to the registrant’s Current Report on Form 8-K filed on November 6, 2023).

Exhibit 10.8 KORRO BIO, INC. 2019 STOCK INCENTIVE PLAN I. PURPOSE OF THE PLAN This 2019 Stock Incentive Plan is intended to promote the interests of Korro Bio, Inc., a Delaware corporation, by providing eligible persons in the Corporation’s employ or service with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an incentive

November 6, 2023 EX-10.12

Korro Bio, Inc. Senior Executive Cash Incentive Bonus Plan (incorporated by reference to Exhibit 10.12 to the Form 8-K, filed November 6, 2023).

Exhibit 10.12 KORRO BIO, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN 1. Purpose This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Korro Bio, Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of t

November 6, 2023 EX-99.4

KORRO BIO MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.4 KORRO BIO MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of Korro Bio’s financial condition and results of operations together with Korro Bio’s audited consolidated financial statements and related notes and unaudited condensed consolidated financial statements and related notes included in Ex

November 6, 2023 EX-10.3

Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to the Form 8-K filed November 6, 2023).

Exhibit 10.3 LOCK-UP AGREEMENT Korro Bio, Inc. One Kendall Square Building 600-700, Suite 6-401 Cambridge, MA 02139 [ ], 2023 Ladies and Gentlemen: The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Frequency Therapeutics, Inc., a Delaware corporation (“Frequency”), has entered into an Agreement and Plan of Merger, dated as of July 14, 2023 (as the same

November 6, 2023 EX-10.10

Korro Bio, Inc. 2023 Employee Stock Purchase Plan

Exhibit 10.10 KORRO BIO, INC. 2023 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Korro Bio, Inc. 2023 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Korro Bio, Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). 885,028 share

November 6, 2023 EX-16.1

Letter from RSM US LLP dated November 6, 2023 (incorporated by reference to Exhibit 16.1 to the Form 8-K, filed November 6, 2023).

Exhibit 16.1 November 6, 2023 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read Korro Bio Inc.’s (formerly known as Frequency Therapeutics, Inc.) statements included under Item 4.01 of its Form 8-K filed on November 6, 2023 and we agree with such statements concerning our firm. /s/ RSM US LLP

November 6, 2023 EX-10.9

Korro Bio, Inc. 2023 Stock Option and Incentive Plan, and form of award agreements thereunder

Exhibit 10.9 KORRO BIO, INC. 2023 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Korro Bio, Inc. 2023 Stock Option and Incentive Plan (as amended from time to time, the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Korro Bio, Inc. (the “Company”) and its

November 6, 2023 EX-10.1

Subscription Agreement, dated as of July 14, 2023 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on November 6, 2023).

Exhibit 10.1 SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) is made and entered into as of July 14, 2023 (the “Effective Date”) by and among Korro Bio, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on the signature pages hereto, severally and not jointly (each a “Purchaser” and together the “Purchasers”). Certain terms used and not otherwise

November 6, 2023 EX-99.6

Korro Bio, Inc. Consolidated Financial Statements for the Years Ended December 31, 2022 and 2021 Report of Independent Registered Public Accounting Firm 2 Consolidated Balance Sheets 3 Consolidated Statements of Operations and Comprehensive Loss 4 Co

Exhibit 99.6 Korro Bio, Inc. Consolidated Financial Statements for the Years Ended December 31, 2022 and 2021 Report of Independent Registered Public Accounting Firm 2 Consolidated Balance Sheets 3 Consolidated Statements of Operations and Comprehensive Loss 4 Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit 5 Consolidated Statements of Cash Flows 6 Notes to Consoli

November 6, 2023 EX-99.5

Korro Bio, Inc. Condensed Consolidated Financial Statements Table of Contents Condensed Consolidated Balance Sheets 2 Condensed Consolidated Statements of Operations and Comprehensive Loss 3 Condensed Consolidated Statements of Convertible Preferred

Exhibit 99.5 Korro Bio, Inc. Condensed Consolidated Financial Statements Table of Contents Condensed Consolidated Balance Sheets 2 Condensed Consolidated Statements of Operations and Comprehensive Loss 3 Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit 4 Condensed Consolidated Statements of Cash Flows 5 Notes to Condensed Consolidated Financial Statements

November 6, 2023 S-3

As filed with the Securities and Exchange Commission on November 6, 2023

Table of Contents As filed with the Securities and Exchange Commission on November 6, 2023 Registration No.

November 6, 2023 EX-14.1

Code of Business Conduct and Ethics of Korro Bio, Inc.

Exhibit 14.1 KORRO BIO, INC. Amended and Restated Code of Business Conduct and Ethics I. Purpose and Scope The Board of Directors of Korro Bio, Inc. (together with its subsidiaries, the “Company”) has adopted this Amended and Restated Code of Business Conduct and Ethics (this “Code”) to aid the Company’s directors, officers, employees and designated agents in making ethical and legal decisions whe

November 6, 2023 S-8

As filed with the Securities and Exchange Commission on November 6, 2023

As filed with the Securities and Exchange Commission on November 6, 2023 Registration No.

November 6, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Korro Bio, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fe

November 6, 2023 EX-99.3

OUR BUSINESS

Exhibit 99.3 OUR BUSINESS On November 3, 2023, we completed the business combination with the privately held Delaware corporation, Korro Bio, Inc., or Legacy Korro, in accordance with the terms of the Agreement and Plan of Merger dated as of July 14, 2023, or the Merger Agreement, among our company, Legacy Korro and a wholly-owned merger subsidiary. We refer to this business combination throughout

November 6, 2023 EX-10.2

Registration Rights Agreement, dated as of July 14, 2023 (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on November 6, 2023).

Execution Version Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 14, 2023, among Korro Bio, Inc., a Delaware corporation, Frequency Therapeutics, Inc. (“Frequency”), a Delaware corporation, and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and. collectively, the “Purchasers”)

November 6, 2023 EX-3.2

Certificate of Amendment to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed on November 6, 2023)

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF FREQUENCY THERAPEUTICS, INC. Frequency Therapeutics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: That the name of the corporation is Frequency Therapeutics, Inc. The Corporation was or

November 6, 2023 EX-99.7

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.7 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On July 14, 2023, Frequency Therapeutics, Inc., a Delaware corporation, or Frequency, entered into an Agreement and Plan of Merger, or the Merger Agreement, with Korro Bio, Inc., a Delaware corporation, or Legacy Korro, and Frequency Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Frequency, or Merger

November 6, 2023 8-K

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Results of Operations and Financial Condition, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2023 Korro Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commission File N

November 6, 2023 EX-10.11

Korro Bio, Inc. Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.11 to the Form 8-K, filed November 6, 2023).

Exhibit 10.11 KORRO BIO, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Amended and Restated Non-Employee Director Compensation Policy (the “Policy”) of Korro Bio, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not e

November 6, 2023 EX-10.13

Warrant Agreement dated January 22, 2021 (incorporated by reference to Exhibit 10.13 to the Form 8-K, filed November 6, 2023).

Exhibit 10.13 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBST

November 6, 2023 EX-10.4

Contingent Value Rights Agreement dated November 3, 2023 (incorporated by reference to Exhibit 10.4 to the Form 8-K filed November 6, 2023).

Exhibit 10.4 CONTINGENT VALUE RIGHTS AGREEMENT BETWEEN FREQUENCY THERAPEUTICS, INC. and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., collectively, as Rights Agent Dated as of November 3, 2023 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE 2 CONTINGENT VALUE RIGHTS 4 Section 2.1 Holders of CVRs; Appointment of Rights Agent 4 Section 2.2 Non-transferabl

November 6, 2023 EX-10.6

Form of Indemnification Agreement for Officers of Korro Bio, Inc. (incorporated by reference to Exhibit 10.6 to the Form 8-K filed November 6, 2023).

Exhibit 10.6 KORRO BIO, INC. AMENDED AND RESTATED FORM OF OFFICER INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of by and between Korro Bio, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS,

November 6, 2023 EX-10.7

Form of Indemnification Agreement for Directors of Korro Bio, Inc. (incorporated by reference to Exhibit 10.7 to the Form 8-K filed November 6, 2023).

Exhibit 10.7 KORRO BIO, INC. AMENDED AND RESTATED FORM OF DIRECTOR INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of by and between Korro Bio, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS,

November 6, 2023 EX-3.1

Certificate of Amendment to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on November 6, 2023).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF FREQUENCY THERAPEUTICS, INC. Frequency Therapeutics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: That the Board of Directors of the Corporation duly adopted resolutions recommending an

November 6, 2023 EX-99.2

RISK FACTORS

Exhibit 99.2 RISK FACTORS On November 3, 2023, we completed the business combination with the privately held Delaware corporation, Korro Bio, Inc., or Legacy Korro, in accordance with the terms of the Agreement and Plan of Merger dated as of July 14, 2023, or the Merger Agreement, among our company, Legacy Korro and a wholly-owned merger subsidiary. We refer to this business combination throughout

November 6, 2023 EX-FILING FEES

Filing Fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Korro Bio, Inc. (Exact name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.001 par value p

November 2, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39062 FREQUENCY THERAPEUTICS, INC.

October 25, 2023 425

Korro Bio Announces Appointment of Tim Pearson to Board of Directors Upon Closing of the Proposed Merger and Promotion of Todd Chappell to Chief Operating Officer

Filed by Frequency Therapeutics, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No.: 333-273490 Subject Company: Frequency Therapeutics, Inc. Filer’s SEC File No.: 001-39062 Date: October 25, 2023 Korro Bio Announces Appointment of Tim Pearson to Board of Directors Upon Closing of the Propo

October 12, 2023 SC 13G

FREQ / Frequency Therapeutics Inc / Lucchino David L. - SC 13G Passive Investment

SC 13G 1 d530234dsc13g.htm SC 13G United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* FREQUENCY THERAPEUTICS, INC. (Name of Issuer) Common Stock (Title

September 29, 2023 424B3

PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-273490 PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT To the Stockholders of Frequency Therapeutics, Inc. and Korro Bio, Inc., Frequency Therapeutics, Inc., a Delaware corporation, or Frequency, and Korro Bio, Inc., a Delaware corporation, or Korro Bio, entered into an Agreement and Plan of Merger, or the Merger Agreement, on Jul

September 28, 2023 EX-99.1

Form of Proxy Card

EX-99.1 Exhibit 99.1 YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: P.O. BOX 8016, CARY, NC 27512-9903 INTERNET Go To: www.proxypush.com/FREQ • Cast your vote online • Have your Proxy Card ready • Follow the simple instructions to record your vote PHONE Call 1-866-390-5362 • Use any touch-tone telephone • Have your Proxy Card ready • Follow the simple recorded instructions MAIL • Mark, sign and date your

September 28, 2023 S-4/A

As filed with the Securities and Exchange Commission on September 28, 2023 Registration No. 333-273490 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT

Table of Contents As filed with the Securities and Exchange Commission on September 28, 2023 Registration No.

September 28, 2023 CORRESP

Frequency Therapeutics, Inc. 75 Hayden Avenue, Suite 300 Lexington, MA 02421

Frequency Therapeutics, Inc. 75 Hayden Avenue, Suite 300 Lexington, MA 02421 September 28, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Frequency Therapeutics, Inc. Registration Statement on Form S-4 (File No. 333-273490) Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Regulati

September 27, 2023 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2023 FREQUENCY THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39062 47-2324450 (State or Other Jurisdiction of Incorporation) (Co

September 27, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2023 FREQUENCY THER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2023 FREQUENCY THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39062 47-2324450 (State or Other Jurisdiction of Incorporation) (Co

September 21, 2023 EX-99.8

Consent of Timothy Pearson to be named as a director

Exhibit 99.8 Consent to be Named as a Director In connection with the filing by Frequency Therapeutics, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and a

September 21, 2023 EX-99.7

Consent of Jean-Francois Formela to be named as a director

Exhibit 99.7 Consent to be Named as a Director In connection with the filing by Frequency Therapeutics, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and a

September 21, 2023 S-4/A

As filed with the Securities and Exchange Commission on September 20, 2023 Registration No. 333-273490 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT

Table of Contents As filed with the Securities and Exchange Commission on September 20, 2023 Registration No.

September 21, 2023 EX-99.5

Consent of Ali Behbahani to be named as a director

Exhibit 99.5 Consent to be Named as a Director In connection with the filing by Frequency Therapeutics, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and a

September 21, 2023 EX-99.4

Consent of Ram Aiyar to be named as a director

Exhibit 99.4 Consent to be Named as a Director In connection with the filing by Frequency Therapeutics, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and a

September 21, 2023 EX-99.1

Form of Proxy Card

Exhibit 99.1 YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: P.O. BOX 8016, CARY, NC 27512-9903 INTERNET Go To: www.proxypush.com/FREQ • Cast your vote online • Have your Proxy Card ready • Follow the simple instructions to record your vote PHONE Call 1-866-390-5362 • Use any touch-tone telephone • Have your Proxy Card ready • Follow the simple recorded instructions MAIL • Mark, sign and date your Proxy C

September 21, 2023 EX-99.6

Consent of Nessan Bermingham to be named as a director

Exhibit 99.6 Consent to be Named as a Director In connection with the filing by Frequency Therapeutics, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and a

September 20, 2023 CORRESP

* * *

200 Clarendon Street Boston, Massachusetts 02116 Tel: +1.617.948.6000 Fax: +1.617.948.6001 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul September 20, 2023 Hamburg Shanghai Hong Kong Silicon Valley Houston Singapore London Tel Aviv Los Angeles Tokyo VI

September 1, 2023 EX-10.23

Employment Agreement, dated March 12, 2021, by and between Korro Bio, Inc. and Vineet Agarwal

Exhibit 10.23 One Kendall Square Building 600/700 Suite 6-401 Cambridge, MA 02139 March 12, 2021 Vineet Agarwal Re: Employment Agreement Dear Vineet: On behalf of Korro Bio, Inc. (the “Company”), I am pleased to offer you the position of the Company’s Chief Financial Officer (“CFO”). The terms of your employment are set forth below in this Employment Agreement (the “Agreement”). 1. Position. As th

September 1, 2023 S-4/A

As filed with the Securities and Exchange Commission on August 31, 2023 Registration No. 333-273490 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF

Table of Contents As filed with the Securities and Exchange Commission on August 31, 2023 Registration No.

September 1, 2023 EX-99.1

Form of Proxy Card

Exhibit 99.1 YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: P.O. BOX 8016, CARY, NC 27512-9903 INTERNET Go To: www.proxypush.com/FREQ • Cast your vote online • Have your Proxy Card ready • Follow the simple instructions to record your vote PHONE Call 1-866-390-5362 • Use any touch-tone telephone • Have your Proxy Card ready • Follow the simple recorded instructions MAIL • Mark, sign and date your Proxy C

September 1, 2023 EX-10.22

Offer Letter, dated October 26, 2020, by and between Korro Bio, Inc. and Ram Aiyar

EX-10.22 Exhibit 10.22 790 Memorial Drive | Suite 204 | Cambridge, MA 02139 October 13, 2020 Ram Aiyar, Ph.D. Re: Employment Agreement Dear Ram: On behalf of Korro Bio, Inc. (the “Company”), I am pleased to offer you the position of the Company’s Chief Executive Officer (“CEO”). The terms of your employment are set forth below in this Employment Agreement (the “Agreement”). 1. Position. You will b

September 1, 2023 EX-10.18

Korro Bio, Inc. 2023 Stock Option and Incentive Plan, and form of award agreements thereunder

EXHIBIT 10.18 KORRO BIO, INC. 2023 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Korro Bio, Inc. 2023 Stock Option and Incentive Plan (as amended from time to time, the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Korro Bio, Inc. (the “Company”) and it

September 1, 2023 EX-21.2

Subsidiaries of Korro Bio, Inc.

EX-21.2 Exhibit 21.2 Subsidiaries Subsidiary Jurisdiction of Incorporation or Organization Korro Mass Securities, Inc. Massachusetts

September 1, 2023 EX-10.27

Third Amended and Restated Investors’ Rights Agreement of Korro Bio, Inc., dated November 8, 2021 (incorporated by reference to Exhibit 10.27 to the Form S-4/A filed September 28, 2023).

Exhibit 10.27 THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of November 8, 2021, by and among Korro Bio, Inc., a Delaware corporation (the “Company”), and the Investors (as defined in Section 1 below). RECITALS WHEREAS, the Company and certain of the Investors (the “Existing Investors”) are parties

September 1, 2023 EX-10.21

Lease Agreement, by and between Korro Bio, Inc. and ARE-MA Region No. 59, LLC, dated August 10, 2020, as amended on March 2, 2021

Exhibit 10.21 LEASE AGREEMENT THIS LEASE AGREEMENT (this “Lease”) is made as of this 10 day of August, 2020, between ARE-MA REGION NO. 59, LLC, a Delaware limited liability company (“Landlord”), and KORRO BIO, INC., a Delaware corporation (“Tenant”). BASIC LEASE PROVISIONS Address of Building: 600/700 One Kendall Square, Cambridge, MA 02139 Premises: That portion of the Building in the Project (ea

September 1, 2023 EX-10.20

Korro Bio, Inc. 2019 Stock Incentive Plan, and form of award agreements thereunder

EXHIBIT 10.20 KORRO BIO, INC. 2019 STOCK INCENTIVE PLAN I. PURPOSE OF THE PLAN This 2019 Stock Incentive Plan is intended to promote the interests of Korro Bio, Inc., a Delaware corporation, by providing eligible persons in the Corporation’s employ or service with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an incentive

September 1, 2023 EX-10.19

Korro Bio, Inc. 2023 Employee Stock Purchase Plan

EX-10.19 Exhibit 10.19 KORRO BIO, INC. 2023 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Korro Bio, Inc. 2023 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Korro Bio, Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). shar

September 1, 2023 EX-10.26

Employment Agreement, dated March 3, 2021, by and between Korro Bio, Inc. and Todd Chappell

EX-10.26 Exhibit 10.26 One Kendall Square Building 600/700 Suite 6-401 Cambridge, MA 02139 March 3, 2021 Todd Chappell Re: Employment Agreement Dear Todd: On behalf of Korro Bio, Inc. (the “Company”), I am pleased to offer you the position of the Company’s Senior Vice President, Strategy and Portfolio Planning. The terms of your employment are set forth below in this Employment Agreement (the “Agr

September 1, 2023 EX-10.25

Employment Agreement, dated January 20, 2023, by and between Korro Bio, Inc. and Steve Colletti

EX-10.25 Exhibit 10.25 One Kendall Square Building 600/700 Suite 6-401 Cambridge, MA 02139 January 20, 2023 Steve Colletti, Ph.D. Re: Employment Agreement Dear Steve: On behalf of Korro Bio, Inc. (the “Company”), I am pleased to offer you the position of the Company’s Chief Scientific Officer. The terms of your employment are set forth below in this Employment Agreement (the “Agreement”). 1. Posit

September 1, 2023 EX-10.24

Employment Agreement, dated March 29, 2023, by and between Korro Bio, Inc. and Shelby Walker

Exhibit 10.24 One Kendall Square Building 600/700 Suite 6-401 Cambridge, MA 02139 March 29, 2023 Shelby Walker Re: Employment Agreement Dear Shelby: On behalf of Korro Bio, Inc. (the “Company”), I am pleased to offer you the position of the Company’s Senior Vice President & General Counsel. The terms of your employment are set forth below in this Employment Agreement (the “Agreement”). 1. Position

August 31, 2023 CORRESP

* * *

200 Clarendon Street Boston, Massachusetts 02116 Tel: +1.617.948.6000 Fax: +1.617.948.6001 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Shanghai Hong Kong Silicon Valley August 31, 2023 Houston Singapore London Tel Aviv VIA EDGAR DELIVERY Los

August 15, 2023 8-K

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2023 FREQUENCY THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39062 47-2324450 (State or Other Jurisdiction of Incorporation) (Commi

August 10, 2023 EX-99.1

Frequency Therapeutics Provides Business Updates and Second Quarter 2023 Financial Results

Exhibit 99.1 Frequency Therapeutics Provides Business Updates and Second Quarter 2023 Financial Results LEXINGTON, Mass. August 10, 2023, Frequency Therapeutics, Inc. (Nasdaq: FREQ) today announced business updates and financial results for the second quarter ended June 30, 2023. In July, the Company announced that it entered into a definitive merger agreement with Korro Bio, Inc., a leading RNA e

August 10, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023 FREQUENCY THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39062 47-2324450 (State or Other Jurisdiction of Incorporation) (Commi

August 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39062 FREQUENCY THERAPEUTICS, INC.

July 31, 2023 EX-10.1

Separation Agreement, dated as of July 28, 2023, by and between Frequency Therapeutics, Inc. and Christopher Loose

EX-10.1 Exhibit 10.1 July 28, 2023 Christopher Loose [***] [***] Dear Chris, This letter confirms the agreement between Frequency Therapeutics, Inc. (the “Company”) and you regarding the terms of your separation from the Company (the “Agreement”). Your employment with the Company will end on July 28, 2023 (the “Separation Date”). 1. Accrued Wages and Expenses; Resignations. The Company will pay yo

July 31, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2023 FREQUENCY THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39062 47-2324450 (State or Other Jurisdiction of Incorporation) (Commiss

July 27, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) FREQUENCY THERAPEUTICS, INC.

July 27, 2023 S-4

As filed with the Securities and Exchange Commission on July 27, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Frequency Therapeuti

As filed with the Securities and Exchange Commission on July 27, 2023 Registration No.

July 27, 2023 EX-99.1

Form of Proxy Card

Exhibit 99.1 YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: P.O. BOX 8016, CARY, NC 27512-9903 INTERNET Go To: www.proxypush.com/FREQ • Cast your vote online • Have your Proxy Card ready • Follow the simple instructions to record your vote PHONE Call 1-866-390-5362 • Use any touch-tone telephone • Have your Proxy Card ready • Follow the simple recorded instructions MAIL • Mark, sign and date your Proxy C

July 27, 2023 EX-99.3

Consent of Cowen and Company, LLC

EX-99.3 Exhibit 99.3 Consent of Cowen and Company, LLC The Board of Directors Frequency Therapeutics, Inc. 75 Hayden Avenue, Suite 300 Lexington, Massachusetts 02421 The Board of Directors: We hereby consent to the inclusion of our opinion letter, dated July 13, 2023, to the Board of Directors of Frequency Therapeutics, Inc. (“Frequency”), as Annex B to, and reference to such opinion letter under

July 14, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 FREQUENCY THERAPEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 FREQUENCY THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commiss

July 14, 2023 EX-2.1

Agreement and Plan of Merger and Reorganization, dated as of July 14, 2023, by and among the registrant, Frequency Merger Sub, Inc. and the entity formerly known as Korro Bio, Inc. (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed on July 14, 2023).

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among: FREQUENCY THERAPEUTICS, INC.; FREQUENCY MERGER SUB, INC.; and KORRO BIO, INC. Dated as of JULY 14, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATIVE PROVISIONS 3 1.1 Definitions 3 1.2 Other Definitional and Interpretative Provisions 19 ARTICLE II THE MERGER 20 2.1 The Merger 20 2.2 Closing 20 2.3 Org

July 14, 2023 EX-10.1

Form of Frequency Therapeutics, Inc. Stockholder Support Agreement

EX-10.1 Exhibit 10.1 Execution Version FREQUENCY THERAPEUTICS, INC. SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”), dated as of July 14, 2023 is made by and among Frequency Therapeutics, Inc., a Delaware corporation (“Frequency”), Korro Bio, Inc., a Delaware corporation (the “Company”), and the undersigned holders (each a “Stockholder”) of shares of capital stock (the “Shares”) of Fre

July 14, 2023 EX-99.2

Disclaimers Forward Looking Statements Certain statements in this Presentation may constitute “forward-looking statements”. Forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions or s

EX-99.2 Exhibit 99.2 Edit the Message, Rewrite the Future July 2023 Copyright (c) 2023 Korro Bio, Inc. 1 Disclaimers Forward Looking Statements Certain statements in this Presentation may constitute “forward-looking statements”. Forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions or strategies of Korro Bio, Inc. (Korro) and/or F

July 14, 2023 EX-99.1

Korro Bio and Frequency Therapeutics Announce Merger Agreement Merger to create a Nasdaq-listed genetic medicines company focused on advancing Korro Bio’s wholly owned portfolio of RNA editing programs Lead program is a disease modifying therapy for

EX-99.1 Exhibit 99.1 Korro Bio and Frequency Therapeutics Announce Merger Agreement Merger to create a Nasdaq-listed genetic medicines company focused on advancing Korro Bio’s wholly owned portfolio of RNA editing programs Lead program is a disease modifying therapy for patients with alpha-1 antitrypsin deficiency (AATD), with preclinical data showing an increase of normal A1AT protein to 85% of t

July 14, 2023 EX-10.2

Form of Korro Bio, Inc. Stockholder Support Agreement

EX-10.2 Exhibit 10.2 Execution Version KORRO BIO, INC. SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”), dated as of July 14, 2023 is made by and among Frequency Therapeutics, Inc., a Delaware corporation (“Frequency”), Korro Bio, Inc., a Delaware corporation (the “Company”), and the undersigned holders (each a “Stockholder”) of shares of capital stock (the “Shares”) of the Company. WHE

July 14, 2023 425

Korro Bio and Frequency Therapeutics Merger Agreement Conference Call Script

425 Filed by Frequency Therapeutics, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Frequency Therapeutics, Inc. Filer’s SEC File No.: 001-39062 Date: July 14, 2023 The following is a transcript of a joint conference call hosted by Frequency Therapeutics, Inc. (“Frequency”) and Korro Bio

July 14, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 FREQUENCY THERAPEUT

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 FREQUENCY THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Com

July 14, 2023 425

Frequently Asked Questions for Korro Bio Employees

425 Filed by Frequency Therapeutics, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Frequency Therapeutics, Inc. Filer’s SEC File No.: 001-39062 Date: July 14, 2023 The following contains communications Korro Bio, Inc. (“Korro Bio”) made to its employees via email on July 14, 2023. Frequ

July 14, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 FREQUENCY THERAPEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 FREQUENCY THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Commiss

July 14, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 FREQUENCY THERAPEUT

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 FREQUENCY THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-39062 47-2324450 (State or other jurisdiction of incorporation) (Com

July 14, 2023 EX-10.5

Form of Contingent Value Rights Agreement

EX-10.5 Exhibit 10.5 Final Form CONTINGENT VALUE RIGHTS AGREEMENT BETWEEN FREQUENCY THERAPEUTICS, INC. and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., collectively, as Rights Agent Dated as of [ ⚫ ] TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE 2 CONTINGENT VALUE RIGHTS 4 Section 2.1 Holders of CVRs; Appointment of Rights Agent 4 Section 2.2 Non-tra

July 14, 2023 EX-10.4

Form of Lock-Up Agreement by and between Korro Bio, Inc. and directors and officers of Frequency Therapeutics, Inc.

Exhibit 10.4 Execution Version LOCK-UP AGREEMENT July 14, 2023 Korro Bio, Inc. One Kendall Square Building 600-700, Suite 6-401 Cambridge, MA 02139 Ladies and Gentlemen: The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Frequency Therapeutics, Inc., a Delaware corporation (“Frequency”), has entered into an Agreement and Plan of Merger, dated as of July

July 14, 2023 EX-10.3

Form of Lock-Up Agreement by and between Korro Bio, Inc. and directors, officers and certain stockholders of Korro Bio, Inc.

EX-10.3 Exhibit 10.3 Execution Version LOCK-UP AGREEMENT July 14, 2023 Korro Bio, Inc. One Kendall Square Building 600-700, Suite 6-401 Cambridge, MA 02139 Ladies and Gentlemen: The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Frequency Therapeutics, Inc., a Delaware corporation (“Frequency”), has entered into an Agreement and Plan of Merger, dated as

June 6, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2023 FREQUENCY THERAPEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2023 FREQUENCY THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39062 47-2324450 (State or Other Jurisdiction of Incorporation) (Commissi

June 6, 2023 EX-10.1

Amendment to Letter Agreement, dated June 1, 2023, by and between Frequency Therapeutics, Inc. and Richard Mitrano

EX-10.1 Exhibit 10.1 Amendment to Letter Agreement Reference is made to that certain letter agreement (the “Agreement”), dated October 10, 2019, by and between Frequency Therapeutics, Inc. (“Company”) and Richard Mitrano (“Executive”) regarding Executive’s employment terms. This Amendment (this “Amendment”) to the Agreement is entered into as of June 1, 2023 (“Effective Date”). Capitalized terms u

May 12, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39062 FREQUENCY THERAPEUTICS, INC.

May 12, 2023 EX-10.1

Separation Agreement, dated February 17, 2023, by and between Frequency Therapeutics, Inc. and Wendy Arnold

Exhibit 10.1 February 14, 2023 Wendy S. Arnold [REDACTED] Dear Wendy, This letter confirms the agreement between Frequency Therapeutics, Inc. (the “Company”) and you regarding the terms of your separation from the Company in a layoff resulting from the unfavorable FX322 readout (the “Agreement”). Your employment with the Company will end on March 31, 2023 or such earlier date as may be approved in

May 12, 2023 EX-99.1

Frequency Therapeutics Provides Business Updates and First Quarter 2023 Financial Results

Exhibit 99.1 Frequency Therapeutics Provides Business Updates and First Quarter 2023 Financial Results LEXINGTON, Mass., May 12, 2023 – Frequency Therapeutics, Inc. (Nasdaq: FREQ), a regenerative medicine company focused on developing therapeutics to activate a person’s innate potential to restore function, today announced business updates and financial results for the first quarter ended March 31

May 12, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2023 FREQUENCY THERAPEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2023 FREQUENCY THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39062 47-2324450 (State or Other Jurisdiction of Incorporation) (Commissi

May 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2023 FREQUENCY THERAPEUTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2023 FREQUENCY THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39062 47-2324450 (State or Other Jurisdiction of Incorporation) (Commissio

May 1, 2023 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission

March 29, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2023 FREQUENCY THERAPEU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2023 FREQUENCY THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39062 47-2324450 (State or Other Jurisdiction of Incorporation) (Commis

March 29, 2023 EX-10.1

Separation Agreement by and between Frequency Therapeutics, Inc. and Carl LeBel, dated March 23, 2023

EX-10.1 Exhibit 10.1 February 14, 2023 Modified March 20, 2023 Carl LeBel Dear Carl, This letter confirms the agreement between Frequency Therapeutics, Inc. (the “Company”) and you regarding the terms of your separation from the Company in a layoff resulting from the unfavorable FX322 readout (the “Agreement”). Your employment with the Company will end on March 31, 2023 or such earlier date as may

March 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 FREQUENCY THERAPEU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 FREQUENCY THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39062 47-2324450 (State or Other Jurisdiction of Incorporation) (Commis

March 10, 2023 EX-21

Subsidiaries of Frequency Therapeutics, Inc.

EX-21 2 freq-ex211.htm EX-21.1 Exhibit 21.1 Subsidiaries of Frequency Therapeutics, Inc. Legal Name of Subsidiary Jurisdiction of Organization Frequency Therapeutics Pty Ltd Australia Frequency Therapeutics Securities Corporation Massachusetts

March 10, 2023 EX-99

Frequency Therapeutics Provides Business Updates and Fourth Quarter and Full Year 2022 Financial Results

Exhibit 99.1 Frequency Therapeutics Provides Business Updates and Fourth Quarter and Full Year 2022 Financial Results LEXINGTON, Mass., March 10, 2023 – Frequency Therapeutics, Inc. (Nasdaq: FREQ), a regenerative medicine company focused on developing therapeutics to activate a person’s innate potential to restore function, today announced business updates and financial results for the fourth quar

March 10, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39062 FREQUENCY THERA

February 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2023 FREQUENCY THERA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2023 FREQUENCY THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39062 47-2324450 (State or Other Jurisdiction of Incorporation) (Com

February 13, 2023 EX-99.1

Forward-Looking Statements and Other Disclaimers This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation that do not relate to mat

Pioneering a New Category in Regenerative Medicine Frequency Therapeutics Corporate Presentation February 2023 Exhibit 99.

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