8-K

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.

SEC Form 8-K filed by Korro Bio Inc.