8-KFiled Aug 5, 8:00 PM ET

Korro Bio Enters Stock Exchange with VenRock; Files Q2 2026 Results

$KRRO · Korro Bio, Inc.

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Korro Bio Enters Stock Exchange with VenRock; Files Q2 2026 Results

What Happened
Korro Bio, Inc. announced on August 5, 2026 that it entered an exchange agreement with affiliates of VenRock Healthcare Capital Partners. Under the deal VenRock surrendered 1,000,000 shares of Korro common stock for no consideration, and Korro issued VenRock 1,000,000 pre‑funded warrants exercisable immediately at an exercise price of $0.001 per share with no expiration. Korro also furnished a press release on August 6, 2026 reporting its financial results for the quarter ended June 30, 2026.

Key Details

  • Date of exchange agreement: August 5, 2026. Press release with quarterly results furnished August 6, 2026 (quarter ended June 30, 2026).
  • Shares/warrants: VenRock surrendered 1,000,000 common shares and received 1,000,000 pre‑funded warrants (exercise price $0.001, no expiration).
  • Ownership cap: A holder may not exercise a pre‑funded warrant to the extent doing so would result in beneficial ownership above 9.99% (holder can adjust this cap, up to 9.99%, with 61 days’ notice).
  • Post‑exchange capitalization: Immediately after the exchange, Korro reported 13,725,646 shares issued and outstanding and pre‑funded warrants outstanding to acquire 4,148,836 shares.
  • Documents: The exchange agreement and form of pre‑funded warrant are filed as exhibits to the Form 8‑K; the Q2 results are furnished as a press release (Exhibit 99.1).

Why It Matters
The transaction swaps 1,000,000 issued shares for pre‑funded warrants, which reduces outstanding common shares now but creates potential dilution if the warrants are exercised in the future (exercise price is nominal at $0.001). The immediate exercise restriction (beneficial ownership cap) limits any single holder from increasing control above the stated percentage without notice. Separately, Korro furnished its quarterly earnings/financial results for Q2 2026 — investors should review the press release for revenue, expense, cash balance and guidance details to assess near‑term financial condition and dilution risk.