KRRO

8-K

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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 9, 2026

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)

(IRS Employer Identification No.)

60 First Street, 2nd floor, Suite 250 Cambridge, MA

02141

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (617) 468-1999

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

KRRO

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement Subscription Agreement On March 9, 2026, Korro Bio, Inc., or Korro, entered into a subscription agreement with a number of institutional accredited investors pursuant to which it agreed to sell and issue in a private placement pursuant to the exemption in Section 4(a)(2) of the Securities Act of 1933, as amended, or the 1933 Act: (i) an aggregate of 4,501,928 shares of its common stock, par value $0.001 per share at a purchase price of $11.11 per share and (ii) pre-funded warrants to acquire an aggregate of 3,148,836 shares of its common stock at a purchase price of $11.109 per pre-funded warrant. The private placement was led by Venrock Healthcare Capital Partners, with participation from new and existing investors, including ADAR1 Capital Management, Affinity Asset Advisors, Balyasny Asset Management, Driehaus Capital Management, Kalehua Capital, Lynx1 Capital Management, Nantahala Capital, and New Enterprise Associates. The pre-funded warrants have an exercise price of $0.001 per underlying share of common stock, are immediately exercisable and have no expiration date. The number of shares of Korro common stock issuable upon exercise of each pre-funded warrant is subject to adjustment upon certain corporate events, including certain stock dividends and splits, combinations, reclassifications, and certain other events. The pre-funded warrants include a beneficial ownership blocker that provides that the holder may not exercise (nor may Korro allow the exercise) if upon giving effect to such exercise, it would cause the aggregate number of shares of Korro common stock beneficially owned by the holder (together with affiliates and any other persons whose beneficial ownership of our common stock would be aggregated for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended) to exceed 9.99% of the total number of then issued and outstanding shares of Korro’s common stock as determined in accordance with the terms of the pre-funded warrant. This threshold may be increased or decreased upon 61 days’ prior notice at the discretion of the holder, but not in excess of 19.99%. Korro expects the private placement to close on March 10, 2026, subject to customary closing conditions, and receipt of gross proceeds of approximately $85.0 million in cash, before deducting placement agent commissions and other offering expenses. Korro expects that the net proceeds from the private placement along with its existing cash and equivalents of $85.2 million as of December 31, 2025, will provide runway into the second half of 2028 and advance its pipeline of potentially transformational therapies for genetic diseases being discovered by OPERA®, Korro’s novel RNA editing platform, with the remainder used for working capital and general corporate purposes. Citigroup along with Cantor, Oppenheimer & Co., and William Blair are acting as placement agents for the private placement. The subscription agreeme

8-K

false0001703647NASDAQ00017036472025-11-072025-11-07

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 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)

(IRS Employer Identification No.)

60 First Street, 2nd floor, Suite 250 Cambridge, MA

02141

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (617) 468-1999

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

KRRO

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement. Effective November 11, 2025, Korro Bio, Inc., or Korro, and Novo Nordisk A/S, or Novo Nordisk, entered into an amendment of that certain research collaboration and license agreement dated September 13, 2024 pursuant to which Korro granted Novo Nordisk an exclusive worldwide license under certain intellectual property rights to research, develop, manufacture, commercialize or otherwise exploit certain licensed compounds and licensed products for an initial target in the cardiometabolic field and for a second target (to be nominated by Novo Nordisk within a specified time period as set forth in the agreement). Under the amendment, Korro and Novo Nordisk agreed to pause the collaboration and license agreement for 12 months, or the hold period, effective as of the date of the amendment. During the hold period, the parties agreed that all research and development activities and corresponding obligations under the agreement will be suspended without any liability or payment obligation for either party. Korro also agreed to promptly wind-down its research and development activities in connection with the license agreement and Novo Nordisk agreed to reimburse Korro for certain wind-down costs associated with the hold period. The parties agreed to continue to be bound by all other provisions of the collaboration and license agreement, including but not limited to confidentiality, exclusivity and termination provisions. Novo Nordisk’s right to replace the collaboration target with a substitution target also remains in effect during the hold period. The foregoing description of the terms of the amendment is qualified in its entirety by reference to the full text of the amendment, a copy of which Korro intends to file with the Securities and Exchange Commission, or SEC, as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending September 30, 2025. Item 2.02. Results of Operations and Financial Condition. On November 12, 2025, Korro issued a press release announcing its financial results for the quarter ended September 30, 2025. The full text of the press release is being furnished as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing. Item 2.05. Costs Associated with Exit or Disposal Activities. On November 12, 2025, Korro implemented a strategic restructuring to extend cash runway, including a workforce reduction of approximately 34%. Korro estimates that it will incur one-time restructuring charges of approximately $2.4 million including empl

8-K

0001703647falseNASDAQ00017036472025-08-122025-08-12

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 Number)

(IRS Employer Identification No.)

60 First Street, 2nd floor, Suite 250 Cambridge, MA

02141

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (617) 468-1999

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

KRRO

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition. On August 12, 2025, Korro Bio, Inc., or Korro, issued a press release announcing its financial results for the quarter ended June 30, 2025. The full text of the press release is being furnished as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits. (d) Exhibits

Exhibit No.

Description

99.1

Press Release issued by Korro Bio, Inc., dated August 12, 2025

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KORRO BIO, INC.

Date: August 12, 2025

By:

/s/ Ram Aiyar

Name: Ram Aiyar

Title: President and Chief Executive Officer