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 Associates
1954
Greenspring Drive, Suite 600, Timonium, MD 21093
(410)
842-4000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
April
22, 2024
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 500946108
|
13D |
Page
2 of 22 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
New Enterprise Associates 17, L.P.
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
WC
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,090,793 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,090,793 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,090,793 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 500946108
|
13D |
Page
3 of 22 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
NEA Partners 17, L.P.
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,090,793 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,090,793 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,090,793 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 500946108
|
13D |
Page
4 of 22 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
NEA 17 GP, LLC
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,090,793 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,090,793 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,090,793 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
CUSIP
No. 500946108
|
13D |
Page
5 of 22 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Forest
Baskett
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,090,793 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,090,793
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,090,793 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 500946108
|
13D |
Page
6 of 22 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Ali Behbahani
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
5,332 Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,090,793 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
5,332 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,090,793
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,096,125 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 500946108
|
13D |
Page
7 of 22 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Carmen Chang
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,090,793 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,090,793
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,090,793 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 500946108
|
13D |
Page
8 of 22 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Anthony A. Florence, Jr.
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,090,793 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,090,793
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,090,793 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 500946108
|
13D |
Page
9 of 22 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Mohamad H. Makhzoumi
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,090,793 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,090,793
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,090,793 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 500946108
|
13D |
Page
10 of 22 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Edward T. Mathers
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,090,793 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,090,793
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,090,793 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 500946108
|
13D |
Page
11 of 22 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Scott
D. Sandell
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,090,793 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,090,793
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,090,793 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 500946108
|
13D |
Page
12 of 22 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Paul Walker
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,090,793 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,090,793
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,090,793 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 500946108
|
13D |
Page
13 of 22 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Rick Yang
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States citizen
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,090,793 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,090,793
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,090,793 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 500946108
|
13D |
Page
14 of 22 Pages |
Item
1. Security and Issuer.
This
Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed
with the United States Securities and Exchange Commission (the “SEC”) on November 17, 2023, relating to the common stock,
$0.001 par value (the “Common Stock”) of Korro Bio, Inc. (f/k/a Frequency Therapeutics, Inc.) (the “Issuer”)
having its principal executive office at One Kendall Square, Building 600-700, Suite 6-401, Cambridge, MA 02139.
Certain
terms used but not defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D. Except as specifically provided
herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.
Item
2. Identity and Background.
This
statement is being filed by:
(a)
New Enterprise Associates 17, L.P. (“NEA 17”); NEA Partners 17, L.P. (“NEA Partners 17”), which is the sole general
partner of NEA 17; and NEA 17 GP, LLC (“NEA 17 LLC” and together with NEA Partners 17, the “Control Entities”),
which is the sole general partner of NEA Partners 17; and
(b)
Forest Baskett (“Baskett”), Ali Behbahani (“Behbahani”), Carmen Chang (“Chang”), Anthony A. Florence,
Jr. (“Florence”), Mohamad H. Makhzoumi (“Makhzoumi”), Edward T. Mathers (“Mathers”), Scott D. Sandell
(“Sandell”), Paul Walker (“Walker”) and Rick Yang (“Yang”) (together, the “Managers”).
The Managers are the managers of NEA 17 LLC.
The
persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting
Persons.”
The
address of the principal business office of NEA 17, each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive,
Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett, Behbahani, Chang, Makhzoumi, Walker and Yang
is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence
and Mathers is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10011.
The
principal business of NEA 17 is to invest in and assist growth-oriented businesses located principally in the United States. The principal
business of NEA Partners 17 is to act as the sole general partner of NEA 17. The principal business of NEA 17 LLC is to act as the sole
general partner of NEA Partners 17. The principal business of each of the Managers is to manage the Control Entities and a number of
affiliated partnerships with similar businesses.
During
the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party
to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
NEA
17 LLC is a limited liability company organized under the laws of the State of Delaware. NEA 17 and NEA Partners 17 are limited partnerships
organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
CUSIP
No. 500946108
|
13D |
Page
15 of 22 Pages |
Item
3. Source and Amount of Funds or Other Consideration.
On
April 17, 2024, NEA 17 entered into a Subscription Agreement among the Issuer, NEA 17 and certain other purchasers (the “Subscription
Agreement”), pursuant to which NEA 17 acquired 17,857 shares of Common Stock at a purchase price of $56.00 per share from the Issuer
in a private placement transaction for an aggregate purchase price of $999,992.00 (the “2024 Private Placement”). NEA 17
now holds 1,090,793 shares of Common Stock (the “NEA 17 Shares”).
The
working capital of NEA 17 is the source of the funds for the purchase of the NEA 17 Shares. No part of the purchase price of the NEA
17 Shares is represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading
or voting the NEA 17 Shares.
Item 4. Purpose
of Transaction.
NEA 17 agreed to acquire the NEA 17 Shares for investment purposes. Subject
to the Lock-Up Agreement, Registration Rights Agreement, and the 2024 Registration Rights Agreement (as defined below) and depending on
market conditions, NEA 17’s continuing evaluation of the business and prospects of the Issuer and other factors, NEA 17 and other
Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons
has any present plans which relate to or would result in:
| (a) | The acquisition
by any person of additional securities of the Issuer, or the disposition of securities of
the Issuer; |
| (b) | An extraordinary
corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer
or any of its subsidiaries; |
| (c) | A sale or
transfer of a material amount of assets of the Issuer or any of its subsidiaries; |
| (d) | Any change
in the present board of directors or management of the Issuer, including any plans or proposals
to change the number or term of directors or to fill any existing vacancies on the board; |
| (e) | Any material
change in the present capitalization or dividend policy of the Issuer; |
| (f) | Any other
material change in the Issuer’s business or corporate structure; |
| (g) | Changes in
the Issuer’s charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person; |
| (h) | Causing a
class of securities of the Issuer to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer quotation system of a registered national
securities association; |
| (i) | A class of
equity securities of the Issuer becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934; or |
| (j) | Any action
similar to any of those enumerated above. |
CUSIP
No. 500946108
|
13D |
Page
16 of 22 Pages |
Item
5. Interest in Securities of the Issuer.
| (a) | NEA 17 is the record owner of the NEA 17 Shares. As the general partner
of NEA 17, NEA Partners 17 may be deemed to own beneficially the NEA 17 Shares. As the sole general partner of NEA Partners 17, NEA 17
LLC may be deemed to own beneficially the NEA 17 Shares. As members of NEA 17 LLC, each of the Managers may be deemed to own beneficially
the NEA 17 Shares. |
As of April 24, 2024, Behbahani is the record
owner of options to purchase 5,332 shares of Common Stock exercisable within 60 days (the “Behbahani Option Shares”).
Each Reporting Person disclaims beneficial
ownership of the NEA 17 Shares other than those shares which such person owns of record.
The percentage of outstanding Common Stock
of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s
cover sheet. Such percentage was calculated based on (a) 8,023,400 shares of Common Stock reported by the Issuer to be outstanding as
of April 17, 2024 in the Issuer’s preliminary proxy statement, filed with the SEC on April 19, 2024 plus (b) 1,249,283 shares of
Common Stock reported by the Issuer to be issued in connection with the 2024 Private Placement on the Issuer’s Form 8-K filed with
the SEC on April 18, 2024 (the “Form 8-K”). The percentage set forth on the cover sheet for Behbahani is calculated
based on the shares described in the preceding sentence plus the Behbahani Option Shares.
| (b) | Regarding
the number of shares as to which such person has: |
| (i) | sole
power to vote or to direct the vote: See line 7 of cover sheets |
| (ii) | shared
power to vote or to direct the vote: See line 8 of cover sheets |
| (iii) | sole
power to dispose or to direct the disposition: See line 9 of cover sheets |
| (iv) | shared
power to dispose or to direct the disposition: See line 10 of cover sheets |
| (c) | Except
as set forth in Item 3 above, none of the Reporting Persons has effected any transaction
in the Common Stock during the last 60 days. |
| (d) | No
other person is known to have the right to receive or the power to direct the receipt of
dividends from, or any proceeds from the sale of, Common Stock beneficially owned by any
of the Reporting Persons. |
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
In connection with the 2024 Private Placement, NEA 17 entered into (i)
the Subscription Agreement, the form of which is set forth as Exhibit 10.1 to the Form 8-K, and (ii) that certain Registration Rights
Agreement, dated April 17, 2024, by and among the Issuer and the purchasers in the 2024 Private Placement, the form of which is set forth
as Exhibit 10.2 to the Form 8-K (the “2024 Registration Statement”), each of which is incorporated by reference herein.
Item
7. Material to be Filed as Exhibits.
Exhibit 1 – Agreement regarding filing of joint Schedule 13D.
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
CUSIP
No. 500946108
|
13D |
Page
17 of 22 Pages |
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
EXECUTED
this 24th day of April, 2024.
NEW
ENTERPRISE ASSOCIATES 17, L.P.
| By: | NEA
PARTNERS 17, L.P.
General
Partner |
| By: | NEA
17 GP, LLC
General
Partner |
By: *
Anthony A. Florence, Jr.
Managing Partner and Co-Chief Executive Officer
By: *
Mohamad Makhzoumi
Managing Partner and Co-Chief Executive Officer
NEA
PARTNERS 17, L.P.
| By: | NEA
17 GP, LLC
General Partner |
By:
*
Anthony A. Florence, Jr.
Managing
Partner and Co-Chief Executive Officer
By:
*
Mohamad
Makhzoumi
Managing
Partner and Co-Chief Executive Officer
NEA
17 GP, LLC
By:
*
Anthony A. Florence, Jr.
Managing
Partner and Co-Chief Executive Officer
By:
*
Mohamad
Makhzoumi
Managing
Partner and Co-Chief Executive Officer
CUSIP
No. 500946108
|
13D |
Page
18 of 22 Pages |
*
Forest
Baskett
*
Ali Behbahani
*
Carmen Chang
*
Anthony A. Florence, Jr.
*
Mohamad H. Makhzoumi
*
Edward T. Mathers
*
Scott
D. Sandell
*
Paul Walker
*
Rick Yang
*/s/
Zachary Bambach
Zachary Bambach
As
attorney-in-fact
This Amendment No. 1 to Schedule 13D was executed by Zachary Bambach
on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
CUSIP
No. 500946108
|
13D |
Page
19 of 22 Pages |
EXHIBIT
1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with
respect to the ownership by each of the undersigned of shares of stock of Korro Bio, Inc.
EXECUTED
this 24th day of April, 2024.
NEW
ENTERPRISE ASSOCIATES 17, L.P.
| By: | NEA
PARTNERS 17, L.P.
General
Partner |
| By: | NEA
17 GP, LLC
General
Partner |
By: *
Anthony A. Florence, Jr.
Managing Partner and Co-Chief Executive Officer
By: *
Mohamad Makhzoumi
Managing Partner and Co-Chief Executive Officer
NEA
PARTNERS 17, L.P.
| By: | NEA
17 GP, LLC
General Partner |
By:
*
Anthony A. Florence, Jr.
Managing
Partner and Co-Chief Executive Officer
By:
*
Mohamad
Makhzoumi
Managing
Partner and Co-Chief Executive Officer
NEA
17 GP, LLC
By:
*
Anthony A. Florence, Jr.
Managing
Partner and Co-Chief Executive Officer
By:
*
Mohamad
Makhzoumi
Managing
Partner and Co-Chief Executive Officer
CUSIP
No. 500946108
|
13D |
Page
20 of 22 Pages |
*
Forest
Baskett
*
Ali Behbahani
*
Carmen Chang
*
Anthony A. Florence, Jr.
*
Mohamad H. Makhzoumi
*
Edward T. Mathers
*
Scott
D. Sandell
*
Paul Walker
*
Rick Yang
*/s/
Zachary Bambach
Zachary Bambach
As
attorney-in-fact
This Agreement relating to Schedule 13D was executed by Zachary Bambach
on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
CUSIP
No. 500946108
|
13D |
Page
21 of 22 Pages |
EXHIBIT
2
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Zachary Bambach, Nicole Hatcher and Stephanie Brecher,
and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution,
to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf
of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership,
corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and any and all regulations promulgated thereunder, including, without limitation, Forms 3, 4 and 5 and Schedules 13D and
13G (and any amendments thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission (the “SEC”), including, but not limited to, signing a Form ID for and on behalf of
the undersigned and filing such Form ID with the SEC, and with any other entity when and if such is mandated by the Exchange Act or by
the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person,
thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue
hereof. This power of attorney is perpetual, unless revoked by the undersigned in a signed writing delivered to each of the foregoing
attorneys-in-fact.
IN
WITNESS WHEREOF, this Power of Attorney has been signed as of the 29th day of February, 2024.
| /s/
Peter J. Barris |
|
| Peter
J. Barris |
|
| |
|
| /s/
Forest Baskett |
|
| Forest
Baskett |
|
| |
|
| /s/
Ali Behbahani |
|
| Ali
Behbahani |
|
| |
|
| /s/
Ronald D. Bernal |
|
| Ronald
D. Bernal |
|
| |
|
| /s/
Ann Bordetsky |
|
| Ann
Bordetsky |
|
| |
|
| /s/
Carmen Chang |
|
| Carmen
Chang |
|
| |
|
| /s/
Philip Chopin |
|
| Philip
Chopin |
|
| |
|
| /s/
Anthony A. Florence, Jr. |
|
| Anthony
A. Florence, Jr. |
|
| |
|
| /s/
Jonathan Golden |
|
| Jonathan
Golden |
|
| |
|
| /s/
Scott Gottlieb |
|
| Scott
Gottlieb |
|
CUSIP
No. 500946108
|
13D |
Page
22 of 22 Pages |
| /s/
Mark Hawkins |
|
| Mark
Hawkins |
|
| |
|
| /s/
Jeffrey R. Immelt |
|
| Jeffrey
R. Immelt |
|
| |
|
| /s/
Aaron Jacobson |
|
| Aaron
Jacobson |
|
| |
|
| /s/
Patrick J. Kerins |
|
| Patrick
J. Kerins |
|
| |
|
| /s/
Hilarie Koplow-McAdams |
|
| Hilarie
Koplow-McAdams |
|
| |
|
| /s/
Vanessa Larco |
|
| Vanessa
Larco |
|
| |
|
| /s/
Julio C. Lopez |
|
| Julio
C. Lopez |
|
| |
|
| /s/
Tiffany Le |
|
| Tiffany
Le |
|
| |
|
| /s/
Mohamad H. Makhzoumi |
|
| Mohamad
H. Makhzoumi |
|
| |
|
| /s/
Edward T. Mathers |
|
| Edward
T. Mathers |
|
| |
|
| /s/
Gregory Papadopoulos |
|
| Gregory
Papadopoulos |
|
| |
|
| /s/
Kavita Patel |
|
| Kavita
Patel |
|
| |
|
| /s/
Scott D. Sandell |
|
| Scott
D. Sandell |
|
| |
|
| /s/
A. Brooke Seawell |
|
| A.
Brooke Seawell |
|
| |
|
| /s/
Peter Sonsini |
|
Peter
Sonsini |
|
| |
|
| /s/
Melissa Taunton |
|
| Melissa
Taunton |
|
| |
|
| /s/
Paul E. Walker |
|
| Paul
E. Walker |
|
| |
|
| /s/
Rick Yang |
|
| Rick
Yang |
|
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