Korro Bio, Inc. entered into a definitive merger agreement to acquire Frequency Therapeutics, Inc. from a group of shareholders in a reverse merger transaction.
July 13, 2023
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Korro Bio, Inc. entered into a definitive merger agreement to acquire Frequency Therapeutics, Inc. (NasdaqGS:FREQ) from a group of shareholders in a reverse merger transaction on July 14, 2023. The combined company will focus on the advancement of Korro Bio’s portfolio of RNA editing programs, is expected to operate under Korro Bio, Inc. and will apply to trade on Nasdaq under the ticker symbol “KRROâ€. The combined company will be headquartered in Cambridge, Massachusetts and will be led by current members of the Korro Bio management team, including: Ram Aiyar, President and Chief Executive Officer; Steve Colletti, Chief Scientific Officer; Vineet Agarwal, Chief Financial Officer; Todd Chappell, Senior Vice President, Strategy and Portfolio Planning; Shelby Walker, Senior Vice President, General Counsel; Venkat Krishnamurthy, Senior Vice President, Head of Platform; and Stephanie Engels, Senior Vice President, HR, People and Culture. The board of directors of the combined company is expected to be comprised of seven members, consisting of four members designated by Korro Bio, one member designated by Frequency Therapeutics, which will be Frequency’s Chief Executive Officer, David L. Lucchino, and two independent directors. In connection with this transaction, Alex Silverstein from Point72 and Jordan Baumhardt, from Eventide Asset Management will resign from their director roles from the Korro Bio Board of Directors with immediate effect. Korro Bio has secured commitments from a syndicate of leading life sciences investors for a planned concurrent $117 million financing, co-led by Surveyor Capital (a Citadel company) and Cormorant Asset Management and participation from Atlas Venture, NEA, Platanus, Qiming Venture Partners USA, MP Healthcare Venture Management, Eventide Asset Management, Fidelity Management & Research Company LLC, Invus, Point72, Verition Fund Management, Monashee Investment Management, Sixty Degree Capital and additional investors. The financing is expected to close immediately prior to the completion of the merger. The combined company is expected to have approximately $170 million in cash, cash equivalents and marketable securities at close after estimated transaction expenses. The pro-forma cash balance is expected to provide cash runway through several value-creating milestones and into 2026.
The merger and related financing are expected to close in the fourth quarter of 2023, subject to approval by Frequency Therapeutics’ stockholders and other customary closing conditions. The merger agreement has been unanimously approved by the boards of directors of both companies.
J.P. Morgan Securities LLC is serving as exclusive financial advisor to Korro Bio and lead placement agent on Korro Bio’s planned concurrent financing. Goodwin Procter LLP is serving as legal counsel. BofA Securities, Piper Sandler and RBC Capital Markets are also serving as placement agents for Korro Bio’s planned concurrent financing and Davis Polk & Wardwell LLP is serving as the placement agents’ legal counsel. TD Cowen is acting as exclusive financial advisor to Frequency Therapeutics and Latham & Watkins LLP is serving as Frequency Therapeutics’ legal counsel.
Korro Bio, Inc. is a biopharmaceutical company. The Company discovers, develops, and commercializes genetic medicines based on editing ribonucleic acid (RNA), enabling treatment of both rare and highly prevalent diseases. The Company is generating a portfolio of differentiated programs that are designed to harness the bodyâs natural RNA editing process to effect a precise yet transient single base edit. By editing RNA instead of DNA, it is expanding the reach of genetic medicines. Its Oligonucleotide Promoted Editing of RNA (OPERA) is a foundational platform for RNA editing, which is designed to edit RNA in vivo by delivering an oligonucleotide guide that can target specific RNA sequences. OPERA co-opts the cellâs natural process with its synthetic oligo and catalyzes a single base change to modify protein sequence and function without the need to permanently modify oneâs genome. The Company's focus areas include the liver and central nervous system (CNS).
Korro Bio, Inc. entered into a definitive merger agreement to acquire Frequency Therapeutics, Inc. from a group of shareholders in a reverse merger transaction.
KORRO BIO, INC. 
