Keros Therapeutics, Inc. SEC Filings

Keros Therapeutics entered agreements to repurchase all shares held by ADAR1 Capital Management and Pontifax Venture Capital, totaling 10,176,595 shares of common stock at $17.75 per share, for an aggregate purchase price of approximately $181 million. The company expects to complete these repurchases on or about October 15, 2025 and then intends to commence a tender offer to all holders at $17.75 per share to complete its previously announced plan to return $375.0 million to stockholders, subject to market conditions.

As of September 30, 2025, cash and cash equivalents are expected to be approximately $693.5 million (preliminary and unaudited). The ADAR1 parties beneficially owned 5,389,264 shares (about 13.3%) and the Pontifax parties 4,787,331 shares (about 11.8%) as of October 14, 2025. In connection with the Pontifax agreement, Tomer Kariv and Ran Nussbaum resigned from the board, and Jean‑Jacques Bienaimé was appointed Chair of the Nominating and Corporate Governance Committee. The repurchase parties agreed to standstill and voting commitments through the final certification of the 2028 annual meeting results, along with mutual non‑disparagement.

Keros Therapeutics (KROS): Section 16 filing reports insider sales. On 10/15/2025, reporting persons linked to ADAR1 disclosed sales of Keros common stock at $17.75 per share. The transactions were reported as indirect holdings through affiliated entities.

Reported sales included 4,391,237 shares by ADAR1 Partners, LP; 254,669 shares by ADAR1 SPV I, LP; and 743,358 shares by Spearhead Insurance Solutions IDF, LLC. For each line item, the amount of securities beneficially owned following the transactions was listed as 0, with ownership form marked as indirect.

The filing notes that ADAR1 Capital Management, LLC (investment manager/sub‑advisor), ADAR1 Capital Management GP, LLC (general partner), and Daniel Schneeberger (manager) may be deemed to indirectly beneficially own the securities, and each disclaims beneficial ownership except to the extent of pecuniary interest.

ADAR1 Capital Management and related entities report beneficial ownership of 5,389,264 shares (13.27%) of Keros Therapeutics (KROS). The Schedule 13D/A (Amendment No.4) states ADAR1 issued an August 21, 2025 press release and open letter criticizing the Board's refusal to engage on strategy, capital allocation and Board refreshment and said it will seek to elect new directors at the next annual meeting if the Board continues to refuse engagement. The filing notes no transactions in the past 60 days, the reporting persons no longer hold previously reported long and short put positions, and the ownership percentage is based on 40,615,414 shares outstanding as of July 31, 2025.

Keros Therapeutics insider Lorena Raquel Lerner, identified as the company’s Chief Science Officer, reports beneficial ownership of 35,000 restricted stock units and employee stock options covering 41,379 underlying shares. The RSUs vest in three tranches (33% on Feb 17, 2026; 34% on Aug 15, 2026; 33% on Feb 16, 2027). Listed options have exercise prices of $43.99, $54.38 and $56.18 with multi-year vesting schedules.

Esther Cho, SVP and General Counsel of Keros Therapeutics, Inc. (KROS), reported initial beneficial ownership on Form 3 for an event dated 08/06/2025. She directly holds 44,000 shares (RSUs) and beneficially owns employee stock options exercisable into 165,968 common shares across five option grants with exercise prices ranging from $29.02 to $70.93.