Form 8-K - Current report

KORRO BIO, INC.

Date: June 12, 2024

/s/ Ram Aiyar

Ram Aiyar, Ph.D.

President and Chief Officer

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 Number)

(IRS Employer

Identification No.)

One Kendall Square, Building 600-700, Suite 6-401,

Cambridge, MA

02139

(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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the 2024 annual meeting of stockholders of Korro Bio, Inc., or Korro, held on June 11, 2024, or the Annual Meeting, the stockholders of Korro approved an amendment to Korro’s Restated Certificate of Incorporation, as amended, or the Charter, to limit the liability of certain officers of Korro as permitted by amendments to Delaware law. The certificate of amendment of the Charter, was filed with the Secretary of State of the State of Delaware on June 11, 2024 and became effective upon filing.

The foregoing description is qualified in its entirety by the certificate of amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The following is a summary of the matters voted on at the Annual Meeting.

Korro’s stockholders elected each of Ali Behbahani and Timothy Pearson as class II directors, each for a three-year term ending at the annual meeting of stockholders to be held in 2027 and each until his respective successor has been duly elected and qualified or until his earlier death, resignation or removal. The results of the stockholders’ vote with respect to the election of the two class II directors are as follows:


Name	Votes For		Votes Withheld		Broker Non-Votes
Ali Behbahani		4,205,573		1,687,334		225,634
Timothy Pearson		5,889,522		3,385		225,634

b)	Korro’s stockholders approved the amendment of the Charter to limit the liability of certain officers of Korro as permitted by amendments to Delaware law. The results of the stockholders’ vote with respect to such approval are as follows:

Votes

For

Votes

Against

Abstain

Broker
Non-Votes

5,876,891

13,173

2,843

225,634

c)	Korro’s stockholders ratified the selection of Ernst & Young LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of the stockholders’ vote with respect to such ratification are as follows:

Votes

For

Votes

Against

Abstain

Broker
Non-Votes

6,117,678

615

248

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

3.1		Certificate of Amendment of the Restated Certificate of Incorporation, as amended, of Korro Bio, Inc.

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 thereunto duly authorized.

Exhibit 3.1

CERTIFICATE OF AMENDMENT

RESTATED CERTIFICATE OF INCORPORATION

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 Corporation Law of the State of Delaware setting forth a proposed amendment to the Restated Certificate of Incorporation of the Corporation and declaring said amendment to be advisable. The stockholders of the Corporation duly approved said proposed amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware. The resolution setting forth the amendment is as follows:


RESOLVED:		That Article SEVENTH the Restated Certificate of Incorporation be and hereby is deleted in its entirety and the following inserted in lieu thereof:

“SEVENTH: Limitation of liability shall be provided as follows:

1. Directors. Except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. If the General Corporation Law of the State of Delaware is amended to permit further elimination or limitation of the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware as so amended.

2. Officers. Except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of officers for breaches of fiduciary duty, no officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as an officer, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any officer of the Corporation for or with respect to any acts or omissions of such officer occurring prior to such amendment or repeal. If the General Corporation Law of the State of Delaware is amended to permit further elimination or limitation of the personal liability of officers, then the liability of an officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware as so amended. For purposes of this Article SEVENTH, “officer” shall mean an individual who has been duly appointed as an officer of the Corporation and who, at the time of an act or omission as to which liability is asserted, is deemed to have consented to service of process to the registered agent of the Corporation as contemplated by 10 Del. C. § 3114(b).”

IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of the Corporation on this 11^th day of June, 2024.


KORRO BIO, INC.

By:		/s/ Ram Aiyar
		Ram Aiyar
		President and Chief Executive Officer

Document and Entity Information	Jun. 11, 2024
Cover [Abstract]
Security Exchange Name	NASDAQ
Entity Address, Address Line Two	Building 600-700
Entity Address, Address Line Three	Suite 6-401
Amendment Flag	false
Entity Central Index Key	0001703647
Current Fiscal Year End Date	--12-31
Document Type	8-K
Document Period End Date	Jun. 11, 2024
Entity Registrant Name	Korro Bio, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-39062
Entity Tax Identification Number	47-2324450
Entity Address, Address Line One	One Kendall Square
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02139
City Area Code	(617)
Local Phone Number	468-1999
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, par value $0.001 per share
Trading Symbol	KRRO
Entity Emerging Growth Company	true
Entity Ex Transition Period	false