--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-270898" form_type: "8-K" ticker: "KRRO" cik: "0001703647" company_name: "Korro Bio, Inc." filed_at: "2023-11-06T23:59:59+00:00" generated_at: "2026-06-08T21:11:07.524867+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.95 calibrated_materiality_score: 0.95 confidence: "high" source: SEC EDGAR --- # Frequency closes reverse merger with Korro Bio; combined entity renamed Korro Bio, Inc. ## Summary - Legacy Korro stockholders own ~91% of combined company; pre-closing financing raised $117.3M at ~$2.78/share. - 1-for-50 reverse stock split effective Nov 3, 2023; ~738,526 pre-split shares became ~8.0M post-Merger shares outstanding. - New CEO Ram Aiyar; board reconstituted with 6 directors; Nessan Bermingham appointed Chair. - Auditor changed from RSM US LLP to Ernst & Young LLP; CVR agreement created for MS program asset proceeds. - Common stock begins trading on Nasdaq Capital Market under KRRO on Nov 6, 2023. ## SEC filing metadata - accession: 0001193125-23-270898 - form_type: 8-K - ticker: KRRO - cik: 0001703647 - company_name: Korro Bio, Inc. - filed_at: 2023-11-06T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.95 - calibrated_materiality_score: 0.95 - confidence: high - sec_items: 1.01, 2.01, 2.02, 3.02, 3.03, 4.01, 5.01, 5.02, 5.03, 5.05, 5.07, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/0001193125-23-270898-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/d549338d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-270898 - JSON: https://secwatch.observer/filing/0001193125-23-270898.json - Plain text: https://secwatch.observer/filing/0001193125-23-270898.txt ## Key facts - Auditor Changes Korro Bio, Inc. engaged Ernst & Young LLP as its auditor. - Action: engagement - Auditor: Ernst & Young LLP source text: Appointment of New Independent Registered Public Accounting Firm Ernst & Young LLP, or E&Y, served as the independent registered public accounting firm of Legacy Korro prior to the completion of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/0001193125-23-270898-index.htm - Auditor Changes Korro Bio, Inc. dismissed RSM US LLP as its auditor. - Action: dismissal - Auditor: RSM US LLP - Successor: Ernst & Young LLP source text: On November 3, 2023, following the completion of the Merger, RSM was dismissed as our independent registered public accounting firm. evidence_url: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/0001193125-23-270898-index.htm - Executive change Nessan Bermingham was appointed as Chairperson of the Board at Korro Bio, Inc.. - Action: appointed - Role: Chairperson of the Board source text: Nessan Bermingham was appointed Chairperson of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/0001193125-23-270898-index.htm - Executive change Jean-Francois Formela was appointed as Director at Korro Bio, Inc.. - Action: appointed - Role: Director source text: Ram Aiyar, Ali Behbahani, Nessan Bermingham and Jean-Francois Formela (designated by Legacy Korro) evidence_url: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/0001193125-23-270898-index.htm - Executive change Ram Aiyar was appointed as Director at Korro Bio, Inc.. - Action: appointed - Role: Director source text: Ram Aiyar, Ali Behbahani, Nessan Bermingham and Jean-Francois Formela (designated by Legacy Korro) evidence_url: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/0001193125-23-270898-index.htm - Executive change David Lucchino resigned as President and Chief Executive Officer at Korro Bio, Inc.. - Action: resigned - Role: President and Chief Executive Officer source text: Immediately after closing of the Merger, David Lucchino, resigned as our President and Chief Executive Officer and principal executive officer. evidence_url: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/0001193125-23-270898-index.htm - Executive change Ali Behbahani was appointed as Director at Korro Bio, Inc.. - Action: appointed - Role: Director source text: Ram Aiyar, Ali Behbahani, Nessan Bermingham and Jean-Francois Formela (designated by Legacy Korro) evidence_url: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/0001193125-23-270898-index.htm - Executive change David Lucchino was appointed as Director at Korro Bio, Inc.. - Action: appointed - Role: Director source text: the Board was reconstituted as follows: (i) David L. Lucchino (designated by Frequency) evidence_url: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/0001193125-23-270898-index.htm - Executive change Cynthia L. Feldmann resigned as Director at Korro Bio, Inc.. - Action: resigned - Role: Director source text: Timothy J. Barberich, Cynthia L. Feldmann, Michael Huang and Robert S. Langer resigned from the Board and committees of the Board on which they respectively served evidence_url: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/0001193125-23-270898-index.htm - Executive change Robert S. Langer resigned as Director at Korro Bio, Inc.. - Action: resigned - Role: Director source text: Timothy J. Barberich, Cynthia L. Feldmann, Michael Huang and Robert S. Langer resigned from the Board and committees of the Board on which they respectively served evidence_url: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/0001193125-23-270898-index.htm - Executive change Timothy Pearson was appointed as Director at Korro Bio, Inc.. - Action: appointed - Role: Director source text: Timothy Pearson (designated by mutual agreement) evidence_url: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/0001193125-23-270898-index.htm - Executive change Timothy J. Barberich resigned as Director at Korro Bio, Inc.. - Action: resigned - Role: Director source text: Timothy J. Barberich, Cynthia L. Feldmann, Michael Huang and Robert S. Langer resigned from the Board and committees of the Board on which they respectively served evidence_url: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/0001193125-23-270898-index.htm - Executive change Michael Huang resigned as Director at Korro Bio, Inc.. - Action: resigned - Role: Director source text: Timothy J. Barberich, Cynthia L. Feldmann, Michael Huang and Robert S. Langer resigned from the Board and committees of the Board on which they respectively served evidence_url: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/0001193125-23-270898-index.htm - Executive change Ram Aiyar was appointed as Chief Executive Officer at Korro Bio, Inc.. - Action: appointed - Role: Chief Executive Officer source text: Ram Aiyar, Ph.D., M.B.A. Dr. Aiyar has served as our Chief Executive Officer and a director since completion of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/0001193125-23-270898-index.htm - Governance Changes Korro Bio, Inc.: Amended and restated the Code of Conduct and Ethics in connection with the Merger. - Change: code of ethics source text: the Board amended and restated our Code of Conduct and Ethics. evidence_url: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/0001193125-23-270898-index.htm - Governance Changes Korro Bio, Inc.: Filed a second certificate of amendment to change the company name to 'Korro Bio, Inc.', effective upon filing on November 3, 2023 (effective 2023-11-03). - Change: charter amendment - Effective: 2023-11-03 source text: we filed a second certificate of amendment to the Charter evidence_url: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/0001193125-23-270898-index.htm - Governance Changes Korro Bio, Inc.: Approved and filed a certificate of amendment to effect a 1:50 reverse stock split, effective upon filing on November 3, 2023 (effective 2023-11-03). - Change: charter amendment - Effective: 2023-11-03 source text: stockholders approved an amendment to our restated certificate of incorporation evidence_url: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/0001193125-23-270898-index.htm - M&A Transactions Korro Bio, Inc. underwent a change of control involving Korro Bio, Inc. (Legacy Korro) (closed 2023-11-03). - Action: change of control - Counterparty: Korro Bio, Inc. (Legacy Korro) - Closing: 2023-11-03 source text: On November 3, 2023, we completed the previously announced business combination with Legacy Korro in accordance with the terms of the Merger Agreement, pursuant to which, among other matters, Merger Sub merged with and into Legacy Korro, with Legacy Korro surviving as our wholly owned subsidiary (such business combination, the Merger). evidence_url: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/0001193125-23-270898-index.htm - Shareholder Votes Korro Bio, Inc. shareholders approved Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposals 1 and 2 at the 2023-11-03 meeting. - Outcome: passed - Meeting: 2023-11-03 source text: Proposal 7 - Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposals 1 and 2. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 10,980,682 808,960 324,296 11,937,522 evidence_url: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/0001193125-23-270898-index.htm - Shareholder Votes Korro Bio, Inc. shareholders approved Approval of the amendment to the Charter effecting the reverse stock split at the 2023-11-03 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2023-11-03 source text: Proposal 2 - Approval of the amendment to the Charter effecting the reverse stock split. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 22,748,459 1,021,963 281,038 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/0001193125-23-270898-index.htm - Shareholder Votes Korro Bio, Inc. shareholders approved Approval of the issuance of common stock in the Merger and the change in control resulting from the Merger at the 2023-11-03 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2023-11-03 source text: Proposal 1 - Approval of the issuance of common stock in the Merger and the change in control resulting from the Merger. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 11,505,632 383,292 225,014 11,937,522 evidence_url: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/0001193125-23-270898-index.htm - Shareholder Votes Korro Bio, Inc. shareholders approved Approval of the Korro Bio, Inc. 2023 Stock Option and Incentive Plan at the 2023-11-03 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-11-03 source text: Proposal 5 - Approval of the Korro Bio, Inc. 2023 Stock Option and Incentive Plan. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 6,321,270 5,464,618 328,050 11,937,522 evidence_url: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/0001193125-23-270898-index.htm - Shareholder Votes Korro Bio, Inc. shareholders approved Ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2023 at the 2023-11-03 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-11-03 source text: Proposal 4 - Ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2023. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 23,049,119 329,237 673,104 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/0001193125-23-270898-index.htm - Shareholder Votes Korro Bio, Inc. shareholders approved Approval of the Korro Bio, Inc. 2023 Employee Stock Purchase Plan at the 2023-11-03 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-11-03 source text: Proposal 6 - Approval of the Korro Bio, Inc. 2023 Employee Stock Purchase Plan. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 8,145,970 3,641,499 326,369 11,937,522 evidence_url: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/0001193125-23-270898-index.htm - Shareholder Votes Korro Bio, Inc. shareholders approved Election of one Class I director to serve until the 2026 Annual Meeting of Stockholders, and until his successor has been duly elected and qualified at the 2023-11-03 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-11-03 source text: Proposal 3 - Election of one Class I director to serve until the 2026 Annual Meeting of Stockholders, and until his successor has been duly elected and qualified. NOMINEE Votes FOR Votes WITHHELD Broker Non-Votes David L. Lucchino 9,100,124 3,013,814 11,937,522 evidence_url: https://www.sec.gov/Archives/edgar/data/1703647/000119312523270898/0001193125-23-270898-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.