Korro Bio (KRRO) secures $85M PIPE to extend cash runway into 2028
Rhea-AI Filing Summary
Korro Bio, Inc. entered into a subscription agreement for an oversubscribed private placement expected to deliver approximately $85.0 million in gross proceeds. The company will sell 4,501,928 shares of common stock at $11.11 per share and pre-funded warrants to purchase 3,148,836 shares at $11.109 per warrant, with a $0.001 exercise price.
The financing, led by Venrock Healthcare Capital Partners with multiple new and existing institutional investors, together with Korro’s preliminary unaudited $85.2 million in cash, cash equivalents and marketable securities as of December 31, 2025, is expected to extend the company’s cash runway into the second half of 2028. Proceeds are intended to advance Korro’s RNA editing pipeline, including clinical data for KRRO-121 in urea cycle disorders, its GalNAc-conjugated alpha-1 antitrypsin deficiency program, and a longevity and liver health program targeting the AMPKγ1 pathway, with the balance for working capital and general corporate purposes.
Positive
- Significant capital infusion and runway extension: Approximately $85.0 million in PIPE proceeds, combined with $85.2 million in existing cash and investments as of December 31, 2025, is expected to extend Korro’s cash runway into the second half of 2028 while funding multiple RNA editing development programs.
Negative
- None.
Insights
$85 million PIPE roughly doubles Korro’s cash and funds programs into late 2028.
Korro Bio arranged an oversubscribed PIPE financing providing approximately
The company states that combined resources are expected to extend its cash runway into the second half of
Because the PIPE is subject to customary closing conditions, completion remains a key near-term milestone. Subsequent disclosures in company filings may provide more detail on net proceeds after fees and the pace of spend across these development programs.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer |
|
||
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code:
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 |
|
|
The |
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 1.01. Entry into a Material Definitive Agreement
Subscription Agreement
On March 9, 2026, Korro Bio, Inc., or Korro, entered into a subscription agreement with a number of institutional accredited investors pursuant to which it agreed to sell and issue in a private placement pursuant to the exemption in Section 4(a)(2) of the Securities Act of 1933, as amended, or the 1933 Act: (i) an aggregate of 4,501,928 shares of its common stock, par value $0.001 per share at a purchase price of $11.11 per share and (ii) pre-funded warrants to acquire an aggregate of 3,148,836 shares of its common stock at a purchase price of $11.109 per pre-funded warrant. The private placement was led by Venrock Healthcare Capital Partners, with participation from new and existing investors, including ADAR1 Capital Management, Affinity Asset Advisors, Balyasny Asset Management, Driehaus Capital Management, Kalehua Capital, Lynx1 Capital Management, Nantahala Capital, and New Enterprise Associates.
The pre-funded warrants have an exercise price of $0.001 per underlying share of common stock, are immediately exercisable and have no expiration date. The number of shares of Korro common stock issuable upon exercise of each pre-funded warrant is subject to adjustment upon certain corporate events, including certain stock dividends and splits, combinations, reclassifications, and certain other events. The pre-funded warrants include a beneficial ownership blocker that provides that the holder may not exercise (nor may Korro allow the exercise) if upon giving effect to such exercise, it would cause the aggregate number of shares of Korro common stock beneficially owned by the holder (together with affiliates and any other persons whose beneficial ownership of our common stock would be aggregated for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended) to exceed 9.99% of the total number of then issued and outstanding shares of Korro’s common stock as determined in accordance with the terms of the pre-funded warrant. This threshold may be increased or decreased upon 61 days’ prior notice at the discretion of the holder, but not in excess of 19.99%.
Korro expects the private placement to close on March 10, 2026, subject to customary closing conditions, and receipt of gross proceeds of approximately $85.0 million in cash, before deducting placement agent commissions and other offering expenses. Korro expects that the net proceeds from the private placement along with its existing cash and equivalents of $85.2 million as of December 31, 2025, will provide runway into the second half of 2028 and advance its pipeline of potentially transformational therapies for genetic diseases being discovered by OPERA®, Korro’s novel RNA editing platform, with the remainder used for working capital and general corporate purposes.
Citigroup along with Cantor, Oppenheimer & Co., and William Blair are acting as placement agents for the private placement.
The subscription agreement contains customary representations, warranties and agreements, customary conditions to closing, indemnification obligations of Korro, other obligations of the parties and termination provisions.
The shares and pre-funded warrants (including the shares underlying the pre-funded warrants) have not been registered under the 1933 Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The offer and sale of the securities did not involve a public offering and was made without general solicitation or general advertising. The investors represented that they are acquiring the securities for investment purposes only and not with a view to any resale, distribution or other disposition of the securities in violation of the U.S. federal securities laws. Neither this current report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Korro’s common stock, pre-funded warrants to buy shares of Korro’s common stock nor any other Korro securities.
The foregoing description of the subscription agreement and pre-funded warrants does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, a copy of which is filed hereto as Exhibit 10.1, and the form of pre-funded warrant, a copy of which is filed hereto as Exhibit 4.1, both of which are incorporated herein by reference.
Registration Rights
In connection with the private placement, Korro also entered into a registration rights agreement dated March 9, 2026 with the investors, providing for the registration for resale of the shares issued in the private placement and the shares underlying the pre-funded warrants issued in the private placement. Korro agreed to file a resale registration statement within 30 days of closing and to cause the resale registration statement to be declared effective under the 1933 Act, as promptly as possible, but in no event later than 60 days following the closing (or 90 days in the event of a full review by the U.S. Securities and Exchange Commission, or SEC), and agreed to use reasonable best efforts to keep the resale registration statement continuously effective until the earlier of the date that all registrable securities (as such term is defined in the registration rights agreement) (i) have been sold thereunder or pursuant to Rule 144 of the 1933 Act, or Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for us to be in compliance with the current public information requirement under Rule 144.
Korro also granted the investors customary indemnification rights in connection with the registration statement, and agreed to pay liquidated damages to the investors should the registration statement not be filed within 30 days of the agreed deadline, nor declared effective within 30 days of the effectiveness deadline, among other circumstances.
The foregoing description of the registration rights agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, a copy of which is filed hereto as Exhibit 10.2 and incorporated herein by reference.
Item 2.02. Results of Operations and Financial Condition
Korro expects to report that it had cash, cash equivalents and marketable securities of approximately $85.2 million as of December 31, 2025.
The estimated cash figure is preliminary and unaudited, represents a management estimate as of the date of this current report on Form 8-K and is subject to completion of Korro’s financial closing procedures. Korro’s independent registered public accounting firm has not conducted an audit or review of, and does not express an opinion or any other form of assurance with respect to, the estimated cash figure.
The information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the 1933 Act, or the Exchange Act except as expressly set forth by specific reference in such filing.
Item 3.02. Unregistered Shares of Equity Securities
To the extent required by this Item, the information included in Item 1.01 of this current report on Form 8-K is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
On March 9, 2026, Korro issued a press release announcing the private placement, which is attached as Exhibit 99.1 to this current report on Form 8-K and incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the 1933 Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
Certain statements in this current report on Form 8-K and certain of the materials furnished or filed herewith may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statement include, but are not limited to, express or implied statements regarding Korro’s expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, express or implied statements regarding the closing of the private placement, intended use of proceeds, Korro’s preliminary unaudited year end cash, cash equivalents and marketable securities, and cash runway, among others. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would,” “aim,” “target,” “commit,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward looking. Forward-looking statements are based on current expectations and assumptions that, while considered reasonable are inherently uncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management’s control including risks inherent in meeting closing conditions, finalizing its year-end audit procedures, and risks associated with biopharmaceutical development generally, including risks associated with pre-clinical studies and clinical trials and other risks associated with obtaining regulatory approvals and protecting intellectual property; as well as other risks and uncertainties indicated from time to time in Korro’s filings with the SEC, including Item 1A. “Risk Factors” in its quarterly report on Form 10-Q filed with the SEC on the November 12, 2025, as such may be amended or supplemented by Korro’s other filings with the SEC. Nothing in this current report on Form 8-K or the materials filed or furnished herewith should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this current report on Form 8-K or the materials filed or furnished herewith, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Except as required by law, Korro does not undertake or accept any duty to release publicly any updates or revisions to any forward-looking statements to reflect any change in expectations or in the events, conditions or circumstances on which any such statement is based. This current
report on Form 8-K or the materials filed or furnished herewith does not purport to summarize all of the conditions, risks and other attributes of an investment in Korro.
Item 9.01. Exhibits.
(d) Exhibits
Exhibit No. |
|
Description |
|
|
|
4.1 |
|
Form of Pre-Funded Warrant |
10.1* |
|
Subscription Agreement, dated March 9, 2026, by and among Korro Bio, Inc. and the purchasers party thereto |
10.2* |
|
Registration Rights Agreement, dated March 9, 2026, by and among Korro Bio, Inc. and the purchasers party thereto |
99.1 |
|
Press release dated March 9, 2026, furnished herewith |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* |
Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
KORRO BIO, INC. |
|
|
|
|
Date: March 9, 2026 |
By: |
/s/ Ram Aiyar |
|
|
|
|
|
Name: Ram Aiyar |
|
|
Title: President and Chief Executive Officer and Interim Chief Financial Officer |
Exhibit 99.1
|
|
|
Korro Announces Oversubscribed $85 Million Private Placement
CAMBRIDGE, Mass., March 9, 2026 (GLOBE NEWSWIRE) — Korro Bio, Inc. (Korro) (Nasdaq: KRRO), a biopharmaceutical company developing a new class of genetic medicines based on editing RNA for rare and highly prevalent diseases, today announced it has entered into a subscription agreement for a private investment in public equity (PIPE) financing that is expected to result in gross proceeds of approximately $85 million to the Company, before placement agent fees and offering expenses. The PIPE financing is expected to close on or about Tuesday, March 10, 2026, subject to satisfaction of customary closing conditions.
The PIPE financing was led by Venrock Healthcare Capital Partners, and participation from new and existing investors, including ADAR1 Capital Management, Affinity Asset Advisors, Balyasny Asset Management, Driehaus Capital Management, Kalehua Capital, Lynx1 Capital Management, Nantahala Capital, and New Enterprise Associates.
Pursuant to the terms of the subscription agreement, Korro is selling an aggregate of (i) 4,501,928 shares of its common stock at a purchase price of $11.11 per share and (ii) pre-funded warrants to purchase 3,148,836 shares of its common stock at a price of $11.109 per pre-funded warrant. The pre-funded warrants have an exercise price of $0.001 per share.
The net proceeds from the PIPE financing, together with Korro’s unaudited cash, cash equivalents and marketable securities of $85.2 million as of December 31, 2025, will extend Korro’s cash runway into the second half of 2028 and advance its pipeline of potentially transformational therapies for genetic diseases being discovered by OPERA®, the Company’s novel RNA editing platform, with the remainder used for working capital and general corporate purposes. The PIPE funds clinical development milestones for key pipeline assets including clinical data for KRRO-121 and Korro’s GalNAc-conjugated alpha-1 antitrypsin deficiency (AATD) program, subject to regulatory filings. In addition, the funding enables the advancement of Korro’s longevity and liver health program targeting activation of the AMPKγ1 pathway.
Citigroup along with Cantor, Oppenheimer & Co., and William Blair are acting as placement agents for the PIPE financing.
The offer and sale of the foregoing securities are being made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended, and may not be reoffered or resold in the United States except pursuant to an
effective registration statement or an applicable exemption from the registration requirements. Concurrently with the execution of the subscription agreement, Korro and the investors entered into a registration rights agreement pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission (the SEC) registering the resale of the shares of Korro’s common stock and the shares of common stock issuable upon exercise of the pre-funded warrants, in each case sold in the PIPE financing.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Korro
Korro is a biopharmaceutical company focused on developing a new class of genetic medicines based on editing RNA for both rare and highly prevalent diseases. Korro is generating a portfolio of differentiated programs that are designed to harness the body’s natural RNA editing process, enabling a precise yet transient single base edit. By editing RNA instead of DNA, Korro is expanding the reach of genetic medicines by delivering additional precision and tunability, which has the potential for increased specificity and improved long-term tolerability. Using an oligonucleotide-based approach, Korro expects to bring its medicines to patients by leveraging its proprietary platform with precedented delivery modalities, manufacturing know-how, and established regulatory pathways of approved oligonucleotide drugs. Korro is based in Cambridge, Massachusetts.
Forward-Looking Statements
Certain statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements include, but are not limited to, express or implied statements regarding expectations, hopes, beliefs, intentions or strategies of Korro regarding the future including, without limitation, express or implied statements regarding: the closing of the PIPE and intended use of net proceeds from the PIPE; Korro’s unaudited cash, cash equivalents and marketable securities as of December 31, 2025; Korro’s cash runway and financial resources; the clinical development and milestones for KRRO-121 and Korro’s GalNAc-conjugated AATD program; and Korro’s ability to advance its pipeline and the role of RNA editing technology in developing transformational therapies; among others. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would,” “aim,” “target,” “commit,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward looking. Forward-looking statements are based on current expectations and assumptions that, while considered reasonable are inherently uncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management’s control including risks associated with meeting closing conditions of the PIPE; completion of year-end audit and finalizing audited financials; pre-clinical studies and conducting clinical trials; risks associated with validating in clinical trials observations from pre-clinical studies; risks associated with collaborating with third parties; other risks associated with protecting intellectual property; as well as risks associated with general economic conditions; and other risks and uncertainties indicated from time to time in Korro’s filings with the SEC, including Part I Item 1A. “Risk Factors” in Korro’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025 as such may be amended or supplemented by its other filings with the SEC. Nothing in this press
release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this press release, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Except as required by law, Korro does not undertake or accept any duty to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or in the events, conditions or circumstances on which any such statement is based. This press release does not purport to summarize all of the conditions, risks and other attributes of an investment in Korro.
Korro Bio Contact Information
Investor & Media Contact
Malini Chatterjee, Ph.D
Blueprint Life Science Group
mchatterjee@bplifescience.com or ir@korrobio.com
917.330.4269
FAQ
What financing did Korro Bio (KRRO) announce in this 8-K?
How many shares and warrants is Korro Bio (KRRO) issuing in the PIPE?
How will Korro Bio (KRRO) use the $85 million PIPE proceeds?
How long is Korro Bio’s (KRRO) cash runway after this financing?
Who are the key investors and agents in Korro Bio’s (KRRO) private placement?
What are the main terms of Korro Bio’s (KRRO) pre-funded warrants?
Filing Exhibits & Attachments
5 documentsPress Releases
Agreements & Contracts
