The Life Sciences and M&A teams advised Korro Bio in its entry into a definitive merger agreement with Frequency Therapeutics (Nasdaq: FREQ) to combine the companies in an all-stock transaction. The combined company will focus on the advancement of Korro Bio’s portfolio of RNA editing programs, is expected to operate under Korro Bio, Inc. and will apply to trade on Nasdaq under the ticker symbol “KRRO”.

Korro Bio has secured commitments from a syndicate of leading life sciences investors for a planned concurrent $117 million financing, co-led by Surveyor Capita and Cormorant Asset Management and participation from Atlas Venture, NEA, Platanus, Qiming Venture Partners USA, MP Healthcare Venture Management, Eventide Asset Management, Fidelity Management & Research Company LLC, Invus, Point72, Verition Fund Management, Monashee Investment Management, Sixty Degree Capital and additional investors.

The financing is expected to close immediately prior to the completion of the merger. The combined company is expected to have approximately $170 million in cash, cash equivalents and marketable securities at close after estimated transaction expenses. The pro-forma cash balance is expected to provide cash runway through several value-creating milestones and into 2026. The merger and related financing are expected to close in the fourth quarter of 2023, subject to approval by Frequency Therapeutics’ stockholders and other customary closing conditions. The merger agreement has been unanimously approved by the boards of directors of both companies.

Korro Bio is an RNA editing company focused on the discovery and development of a new class of precision genetic medicines for both rare and highly prevalent diseases. RNA editing is a natural physiological process that occurs in cells, including a mechanism mediated by an enzyme called Adenosine Deaminase Acting on RNA (ADAR).

For additional details on the agreement, please read the press release.

The Goodwin team was led by Andrew Goodman, Marianne Sarrazin, Dan Hughes and Kingsley Taft, and included Patrick O’Brien, Jonathan Elefant (Public M&A); Kristen Kennedy, Will Ogden, Andrea Akinbola, Megan Riley (Corporate/Ongoing); Steven Tjoe, Emily Tribulski (FDA); Adam Bellack, Jennifer Ford, Alison Liou (IPTS); Grace Wirth, Andre Amorim, Bradley Stewart, Zoe Li (ECB); Jennifer Fay, Caroline Galiatsos (Labor and Employment); Dan Karelitz, Cecily Xi (Tax); Arman Oruc, Simone Waterbury, Charlie Stewart (Antitrust); Theresa Kavanaugh (Patent).