Keros Therapeutics, Inc. SEC Filings

Keros Therapeutics, Inc. filed Amendment No. 1 to its Schedule TO for an issuer tender offer to repurchase up to 10,950,165 shares of its common stock for an aggregate purchase price of up to $194.4 million at $17.75 per share in cash, less any applicable withholding taxes and without interest. The offer is being made under an Offer to Purchase and Letter of Transmittal previously filed with the SEC.

The amendment updates additional information by noting that on November 19, 2025, Keros issued a press release announcing the preliminary results of the tender offer, which expired at 5:00 p.m., New York City time, on November 18, 2025. The press release is filed as a new exhibit and incorporated by reference.

Keros Therapeutics (KROS) filed its Q3 2025 report showing revenue of $14.3 million, driven by $10.0 million of license revenue and $4.3 million of service and other revenue. For the first nine months, revenue reached $243.7 million, reflecting the $200.0 million upfront from Takeda and a $10.0 million milestone after the first patient was dosed in the Phase 3 RENEW trial.

The company posted a Q3 net loss of $7.3 million, but delivered $110.5 million of net income year-to-date as licensing gains offset operating costs. Cash and cash equivalents were $693.5 million as of September 30, 2025. Operating expenses eased: research and development was $111.7 million year-to-date versus $128.0 million a year ago, aided by a workforce reduction plan (estimated $3.1 million in restructuring costs).

Keros advanced elritercept (KER-050) into Phase 3 under its Takeda agreement and plans a Phase 2 trial for KER-065 in Duchenne muscular dystrophy. Capital return actions included repurchasing 10,176,595 shares for $180.6 million at $17.75 per share and commencing an issuer tender offer of up to $194.4 million at the same price. Shares outstanding were 30,466,069 as of October 31, 2025.

Keros Therapeutics (KROS)Item 2.02 report stating it issued a press release announcing financial results for the quarter ended September 30, 2025. The press release is provided as Exhibit 99.1 and is incorporated by reference. The company notes the information is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor otherwise subject to that section’s liabilities. Securities listed include common stock on Nasdaq under KROS and preferred share purchase rights.

Keros Therapeutics (KROS) launched an issuer tender offer to repurchase up to 10,950,165 shares of its common stock for cash at $17.75 per share, for an aggregate purchase price of up to $194.4 million. The offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and related Letter of Transmittal, and will be effected with proration, withdrawal rights, and other standard tender mechanics.

The company is the buyer in this transaction and will pay cash to tendering stockholders, less any applicable withholding taxes and without interest. Shares outstanding were 30,466,069 as of October 17, 2025; this is a baseline figure, not the amount being purchased.

Keros Therapeutics (KROS) — Form 4 filing: Pontifax-affiliated funds reported open market sales of common stock on 10/15/2025 at $17.75 per share. Reported disposals include 2,284,612 shares by Pontifax (Israel) IV, L.P.; 1,121,045 by Pontifax (Cayman) IV, L.P.; 1,226,412 by Pontifax (China) IV, L.P.; and 155,262 by Pontifax Late Stage Fund, L.P. Each fund reported 0 shares beneficially owned following the transactions.

The filing lists indirect ownership through Pontifax entities and indicates that Tomer Kariv and Ran Nussbaum each reported 5,250 shares indirectly. The footnotes state that, in connection with a Stock Purchase Agreement dated October 15, 2025 and their resignations from the board, the issuer accelerated the vesting of restricted stock units and certain options previously reported for Messrs. Kariv and Nussbaum.

Keros Therapeutics entered definitive agreements to repurchase 10,176,595 shares from affiliates of ADAR1 Capital Management and Pontifax Venture Capital at $17.75 per share, for an aggregate purchase price of approximately $181 million. The company also announced its intention to commence a tender offer to all stockholders, at $17.75 per share, to complete its previously announced plan to return $375.0 million of excess capital, subject to market conditions.

The company expects to complete the negotiated repurchases on or about October 15, 2025 and intends to launch the tender offer by the end of October 2025. As of September 30, 2025, cash and cash equivalents were preliminarily estimated at $693.5 million. Following the Pontifax agreement, directors Tomer Kariv and Ran Nussbaum resigned, and Jean‑Jacques Bienaimé was appointed Chair of the Nominating and Corporate Governance Committee. The repurchase parties agreed to standstill, voting commitments, and mutual non‑disparagement through the conclusion of the 2028 annual meeting certification.

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.