Korro Bio, Inc. reports a Schedule 13G disclosing a group filing by Venrock-related entities and principals regarding beneficial ownership. The Reporting Persons state aggregated holdings tied to pre-funded warrants and common stock that are capped by a "Beneficial Ownership Blocker" preventing exercise above 9.99%.
The filing cites 14,422,571 shares of common stock outstanding as of March 10, 2026 and notes the group is currently capped at beneficial ownership of 1,488,685 shares, representing 9.99% of the class (EDGAR rounding shows 9.9% on cover pages). The group’s positions include stated pre-funded warrants exercisable into additional shares; exercise is restricted to avoid exceeding the ownership blocker.
Positive
None.
Negative
None.
Insights
Group holds up to 9.99% via pre-funded warrants constrained by a blocker.
The filing lists combined beneficial positions across Venrock vehicles and named principals with a hard cap: the Pre-Funded Warrants contain the "Beneficial Ownership Blocker" that precludes exercise that would result in ownership above 9.99%. The group discloses shared voting and dispositive power over 1,488,685 shares.
Implications are structural: the blocker limits immediate dilution risk from exercises. Subsequent filings may show conversions or voting changes; cash‑flow treatment and exercise timing are not provided in the excerpt.
Reported percentages are derived from March 10, 2026 outstanding share count and warrant issuances.
The percent calculation uses 14,422,571 shares outstanding as of March 10, 2026 plus 479,185 shares issuable upon exercise of Pre-Funded Warrants to arrive at the stated 9.99% cap. The cover-page rounding to 9.9% is an EDGAR formatting artifact noted in the filing.
Monitor future Schedule 13D/G amendments for any waiver or changes to the blocker or for exercises that remain within the stated cap.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Korro Bio, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
(CUSIP Number)
03/10/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP No.
1
Names of Reporting Persons
Venrock Healthcare Capital Partners III, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,488,685.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,488,685.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,488,685.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
1
Names of Reporting Persons
VHCP Co-Investment Holdings III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,488,685.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,488,685.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,488,685.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
1
Names of Reporting Persons
Venrock Healthcare Capital Partners EG, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,488,685.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,488,685.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,488,685.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
1
Names of Reporting Persons
VHCP Management III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,488,685.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,488,685.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,488,685.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
1
Names of Reporting Persons
VHCP Management EG, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,488,685.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,488,685.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,488,685.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
1
Names of Reporting Persons
Nimish Shah
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,488,685.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,488,685.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,488,685.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
1
Names of Reporting Persons
Bong Y. Koh
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,488,685.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,488,685.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,488,685.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Korro Bio, Inc.
(b)
Address of issuer's principal executive offices:
One Kendall Square, Building 600-700, Suite 6-401, Cambridge, MA, 02139.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Venrock Healthcare Capital Partners III, L.P. ("VHCP III")
VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III")
Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG")
VHCP Management III, LLC ("VHCP Management III")
VHCP Management EG, LLC ("VHCP Management EG")
Nimish Shah ("Shah")
Bong Koh ("Koh")
The Reporting Persons are members of a group for the purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
New York Office:
7 Bryant Park, 23rd Floor
New York, NY 10018
Palo Alto Office:
3340 Hillview Avenue
Palo Alto, CA 94304
(c)
Citizenship:
All of the entities were organized in Delaware. Shah and Koh are both United States citizens.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 162,832 shares of common stock and pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 265,462 shares of common stock held by VHCP III; (ii) 16,253 shares of common stock and Pre-Funded Warrants exercisable for up to 26,497 shares of common stock held by VHCP Co-Investment III; and (iii) 830,415 shares of common stock and Pre-Funded Warrants exercisable for up to 1,353,806 shares of common stock held by held by VHCP EG. The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise of the Pre-Funded Warrants to the extent that, following exercise, VHCP III, VHCP Co-Investment III and VHCP EG, together with their affiliates and other attribution parties, would own more than 9.99% of the common stock outstanding of the Issuer. VHCP III, VHCP Co-Investment III and VHCP EG are currently prohibited from exercising the Pre-Funded Warrants to the extent that such exercise would result in beneficial ownership of more than 1,488,685 shares of common stock of the Issuer.
VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management III and VHCP Management EG.
(b)
Percent of class:
Due to the Beneficial Ownership Blocker listed in the Pre-Funded Warrants, each Reporting Person's beneficial ownership percentage is 9.99%. Such percentage is based upon the sum of (i) 14,422,571 shares of common stock outstanding as of March 10, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 12, 2026 and (ii) 479,185 shares of common stock issuable upon the exercise of Pre-Funded Warrants. Due to field limitations of the EDGAR filing system, the percentages listed in Row 11 of the Reporting Persons' cover pages have been rounded down to 9.9%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Venrock Healthcare Capital Partners III, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
03/17/2026
VHCP Co-Investment Holdings III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its Manager, By Sherman G. Souther, Authorized Signatory
Date:
03/17/2026
Venrock Healthcare Capital Partners EG, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management EG, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
03/17/2026
VHCP Management III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
03/17/2026
VHCP Management EG, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
03/17/2026
Nimish Shah
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
03/17/2026
Bong Y. Koh
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
03/17/2026
Exhibit Information
Exhibit 24.1 Power of Attorney for Bong Koh
Exhibit 24.2 Power of Attorney for Nimish Shah
Exhibit 99.1 Joint Filing Agreement
What stake does Venrock report in Korro Bio (KRRO)?
The group reports beneficial ownership capped at 1,488,685 shares, representing 9.99% of common stock based on the Issuer's 14,422,571 shares outstanding as of March 10, 2026.
How does the "Beneficial Ownership Blocker" affect exercisability?
The Pre‑Funded Warrants include a "Beneficial Ownership Blocker" that prevents exercise if it would result in ownership above 9.99%, thereby limiting immediate additional beneficial ownership.
How many shares are issuable upon exercise of the Pre‑Funded Warrants?
The filing states 479,185 shares are issuable upon exercise of Pre‑Funded Warrants, which is included when calculating the 9.99% ownership threshold.
Why do the cover pages list 9.9% instead of 9.99%?
The filing explains EDGAR field limitations caused rounding down on the cover pages, producing 9.9% instead of the stated 9.99% beneficial ownership percentage.
Who are the Reporting Persons in the Schedule 13G?
The Reporting Persons are Venrock entities: VHCP III, VHCP Co‑Investment III, VHCP EG, VHCP Management III, VHCP Management EG, and individuals Nimish Shah and Bong Koh, filing jointly as a group.
