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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Korro Bio, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
Ommer Chohan, CFO Atlas Venture, 300 Technology Square, 8th Floor Cambridge, MA, 02139 (857) 201-2700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/24/2026 (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.
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).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Atlas Venture Fund XI, 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 if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
706,556.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Atlas Venture Associates XI, 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 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
706,556.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Atlas Venture Associates XI, 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 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
706,556.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Atlas Venture Opportunity Fund II, 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 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
146,305.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Atlas Venture Associates Opportunity II, 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 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
146,305.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Atlas Venture Associates Opportunity II, 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 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
146,305.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Korro Bio, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
60 First Street, 2nd Floor, Suite 250, Cambridge,
MASSACHUSETTS
, 02141. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") is being filed as an amendment to the statement on Schedule 13D relating to common stock, par value $0.001 per share of Korro Bio, Inc., a Delaware corporation, as filed with the Securities and Exchange Commission (the "SEC") on November 13, 2023 (the "Original Schedule 13D"). All capitalized terms not otherwise defined herein shall have the meanings ascribed to the terms in the Original Schedule 13D. The Original Schedule 13D is hereby amended and supplemented as follows and, except as expressly amended below, the Original Schedule 13D remains in full force and effect. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, Atlas XI is the record owner of 706,556 shares of Common Stock. AVA XI LP is the general partner of Atlas XI and AVA XI LLC is the general partner of AVA XI LP. Each of Atlas XI, AVA XI LP and AVA XI LLC has shared voting and dispositive power over the shares held by Atlas XI. As such, each of Atlas XI, AVA XI LP and AVA XI LLC may be deemed to beneficially own the shares held by Atlas XI.
As of the date hereof, AVOF II is the record owner of 146,305 shares of Common Stock. AVAO II LP is the general partner of AVOF II and AVAO II LLC is the general partner of AVAO II LP. Each of AVOF II, AVAO II LP and AVAO II LLC has shared voting and dispositive power over the shares held by AVOF II. As such, each of AVOF II, AVAO II LP and AVAO II LLC may be deemed to beneficially own the shares held by AVOF II.
Each of the Fund XI Reporting Persons and the Opportunity Fund II Reporting Persons may be deemed to beneficially own 4.9% and 1.0%, respectively, of the Issuer's outstanding Common Stock, which percentages are calculated based upon 14,422,571 shares of Common Stock outstanding as of May 4, 2026, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026.
Collectively, the Reporting Persons beneficially own an aggregate of 852,861 shares of Common Stock, which represents an estimated 5.9% of the Issuer's outstanding Common Stock. The Fund XI Reporting Persons and the Opportunity Fund II Reporting Persons are under common control and as a result, the Reporting Persons may be deemed to be members of a group. However, the Reporting Persons disclaim such group membership, and this Schedule 13D shall not be deemed an admission that the Reporting Persons are members of a group for purposes of Section 13 or for any other purposes. | |
| (b) | Each of Atlas XI, AVA XI LP and AVA XI LLC has shared voting and dispositive power over 706,556 shares held by Atlas XI.
Each of AVOF II, AVAO II LP and AVAO II LLC has shared voting and dispositive power over 146,305 shares held by AVOF II.
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| (c) | The transactions in the common stock by the Reporting Persons subsequent to the date that is sixty days prior to the date of the triggering of this filing are set forth in Exhibit 99.2 and are incorporated herein by reference.
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| (d) | No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Joint Filing Agreement (incorporated by reference to Exhibit A to the Reporting Persons' Schedule 13D, filed with the SEC on November 13, 2023).
99.2 Transactions in Common Stock During the Past Sixty Days | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit 99.2
Reporting Person | Nature of the Transaction | Amount of Securities Sold | Weighted Average Price ($) | Date of Sale | Low Price($) | High Price($) |
Atlas XI | Sale of Common Stock | 2,441 | 13.95 | 5/28/2026 | 13.95 | 13.95 |
AVOF II | Sale of Common Stock | 419 | 13.95 | 5/28/2026 | 13.95 | 13.95 |
Atlas XI | Sale of Common Stock | 3,382 | 13.95 | 6/22/2026 | 13.95 | 13.95 |
AVOF II | Sale of Common Stock | 580 | 13.95 | 6/22/2026 | 13.95 | 13.95 |
Atlas XI | Sale of Common Stock | 101,579 | 14.25 | 6/23/2026 | 13.95 | 14.49 |
AVOF II | Sale of Common Stock | 17,426 | 14.25 | 6/23/2026 | 13.95 | 14.49 |
Atlas XI | Sale of Common Stock | 40,679 | 14.60 | 6/24/2026 | 13.95 | 14.88 |
AVOF II | Sale of Common Stock | 6,979 | 14.60 | 6/24/2026 | 13.95 | 14.88 |
Atlas XI | Sale of Common Stock | 666 | 14.98 | 6/24/2026 | 14.97 | 15.10 |
AVOF II | Sale of Common Stock | 114 | 14.98 | 6/24/2026 | 14.97 | 15.10 |
Atlas XI | Sale of Common Stock | 85,955 | 14.03 | 7/2/2026 | 13.95 | 14.16 |
AVOF II | Sale of Common Stock | 14,745 | 14.03 | 7/2/2026 | 13.95 | 14.16 |
Atlas XI | Sale of Common Stock | 817 | 13.96 | 7/6/2026 | 13.95 | 14.05 |
AVOF II | Sale of Common Stock | 8,506 | 13.96 | 7/6/2026 | 13.95 | 14.05 |