Filed Pursuant to Rule 424(b)(3)
Registration No. 333-275353
Prospectus Supplement No. 5
(to Prospectus dated
March 27, 2024)
Up to 1,504,537 Shares of Common Stock
This prospectus supplement supplements the prospectus, dated March 27, 2024, or the Prospectus, which forms a part of our registration
statement on Form S-1 (No. 333-275353). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information
contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2024, or the Current Report. Accordingly, we have attached the Current Report to this prospectus
supplement.
The Prospectus and this prospectus supplement relate to the proposed offer and resale or other disposition from time to time
by the selling stockholders identified in this prospectus of up to an aggregate of 1,504,537 shares of common stock, par value $0.001 per share, of Korro Bio, Inc.
We are registering the resale of the shares of common stock pursuant to the selling stockholders’ registration rights under a
registration rights agreement between us and the selling stockholders. Our registration of the resale of the shares of common stock covered by this prospectus does not mean that the selling stockholders will offer or sell all or any of the shares of
common stock. The selling stockholders may offer, sell or distribute all or a portion of their shares of common stock from time to time directly or indirectly through one or more underwriters, broker-dealers or agents, and in one or more public or
private transactions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may
be effected in transactions, which may involve crosses or block transactions. See the section entitled “Plan of Distribution” for more information.
We will not receive any proceeds from any sale of common stock by the selling stockholders pursuant to this prospectus. We have agreed to bear
the expenses in connection with the registration of the resale of the shares of common stock to be offered by this prospectus by the selling stockholders other than any underwriting discounts and commissions or transfer taxes relating to the sale of
common stock, which will be borne by the selling stockholders.
We are an “emerging growth company” as defined under the federal
securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and our other filings with the Securities and Exchange Commission.
Our common stock is listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “KRRO.” On June 20, 2024, the closing
price for our common stock, as reported on Nasdaq, was $35.89 per share.
See the
section entitled “Risk Factors” beginning on page 7 of this prospectus to read about factors you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of
this prospectus supplement is June 21, 2024
