SEC Comment Letter 0000000000-23-013306 to Korro Bio, Inc. (KRRO) (CIK 0001703647) (KRRO)
Korro Bio, Inc. (KRRO) (CIK 0001703647)
Date: Dec. 6, 2023 · CIK: 0001703647 · Accession: 0000000000-23-013306
AI Filing Summary & Sentiment
File numbers found in text: 333-275353
Letter
United States securities and exchange commission logo December 6, 2023 Ram Aiyar Chief Executive Officer Korro Bio, Inc. One Kendall Square, Building 600-700, Suite 6-401 Cambridge, MA 02139 Re:Korro Bio, Inc. Amendment No. 1 to Registration Statement S-3 on Form S-1 Filed December 1, 2023 File No. 333-275353 Dear Ram Aiyar: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our November 17, 2023 letter. Amendment No.1 to Form S-3 on Form S-1 General 1.We note the representation in Section 3.4 of the Agreement and Plan of Merger, filed on July 14, 2023 as exhibit 2.1 to Frequency Therapeutics, Inc.'s Form 8-K, that Korro's stockholders were required to consent to the merger. We further note your Form S-1 seeks to register the resale of securities issued to Korro's security holders in connection with the merger. Please revise to identify all former affiliates of Korro reselling pursuant to this Form S-1 as underwriters and fix a selling price for the duration of their offering. See Securities Act Rule 145(c).
FirstName LastNameRam Aiyar Comapany NameKorro Bio, Inc. December 6, 2023 Page 2 FirstName LastName Ram Aiyar Korro Bio, Inc. December 6, 2023 Page 2 Please contact Doris Stacey Gama at 202-551-3188 or Joe McCann at 202-551-6262 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Daniel Hughes, Esq.
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United States securities and exchange commission logo
December 6, 2023
Ram Aiyar
Chief Executive Officer
Korro Bio, Inc.
One Kendall Square, Building 600-700, Suite 6-401
Cambridge, MA 02139
Re:Korro Bio, Inc.
Amendment No. 1 to Registration Statement S-3 on Form S-1
Filed December 1, 2023
File No. 333-275353
Dear Ram Aiyar:
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 17, 2023 letter.
Amendment No.1 to Form S-3 on Form S-1
General
1.We note the representation in Section 3.4 of the Agreement and Plan of Merger, filed on
July 14, 2023 as exhibit 2.1 to Frequency Therapeutics, Inc.'s Form 8-K, that Korro's
stockholders were required to consent to the merger. We further note your Form S-1 seeks
to register the resale of securities issued to Korro's security holders in connection with the
merger. Please revise to identify all former affiliates of Korro reselling pursuant to this
Form S-1 as underwriters and fix a selling price for the duration of their offering. See
Securities Act Rule 145(c).
FirstName LastNameRam Aiyar
Comapany NameKorro Bio, Inc.
December 6, 2023 Page 2
FirstName LastName
Ram Aiyar
Korro Bio, Inc.
December 6, 2023
Page 2
Please contact Doris Stacey Gama at 202-551-3188 or Joe McCann at 202-551-6262 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Daniel Hughes, Esq.