ThZeal - The Zeal

KORRO BIO, INC.

Date: November 29, 2023

/s/ Ram Aiyar

President and Chief Executive 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): November 27, 2023

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 27, 2023, upon the recommendation of its Nominating and Corporate Governance Committee, or the NCG Committee, our Board of Directors, or the Board, appointed Rachel Meyers, Ph.D. as a Class I director, effective November 27, 2023, to serve on the Board until the 2026 annual meeting of stockholders and until her successor has been duly elected and qualified, or until her earlier death, resignation or removal. Dr. Meyers was also appointed by the Board upon the recommendation of the NCG Committee to serve as a member of the NCG Committee.

Dr. Meyers will receive compensation as a non-employee director in accordance with our non-employee director compensation policy as described in our Form 8-K filed with the Securities and Exchange Commission, or SEC, on November 6, 2023 and filed as Exhibit 10.11 thereto.

In connection with the aforementioned appointment to the Board, we entered into our standard indemnification agreement for directors with Dr. Meyers, which form indemnification agreement is filed as Exhibit 10.7 to our Form 8-K filed with the SEC on November 6, 2023, which requires us, under the circumstances and to the extent provided for therein, to indemnify the indemnitee to the fullest extent permitted by applicable law against certain expenses and other amounts incurred by her as a result of either her being made a party to certain actions, suits, investigations or other proceedings. There are no other arrangements or understandings between Dr. Meyers and any other persons pursuant to which she was selected as a director. Additionally, Dr. Meyers has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.