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Keros Therapeutics (Nasdaq: KROS) secures $20M Takeda milestone and plans stockholder payout

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Keros Therapeutics, Inc. announced it will receive a $20 million development milestone payment from Takeda Pharmaceuticals U.S.A., Inc. under their license agreement for elritercept, triggered by dosing of the first patient in the Phase 3 ELRiSE MDS clinical trial.

Under the global license, effective January 16, 2025, Keros previously received a $200 million upfront cash payment, is eligible for additional development, commercial and sales milestones that could exceed $1.1 billion, and may earn tiered royalties on net sales. Keros expects to distribute 25% of the net cash proceeds from this milestone payment to stockholders after receipt.

Positive

  • Keros will receive a $20 million milestone payment from Takeda tied to elritercept and expects to distribute 25% of the net cash proceeds from this payment to stockholders.

Negative

  • None.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Development milestone payment $20 million Payment from Takeda upon first patient dosing in ELRiSE MDS Phase 3 trial
Upfront cash payment $200 million Upfront payment received from Takeda in February 2025 under elritercept license
Potential future milestones over $1.1 billion Aggregate potential development, commercial and sales milestones under Takeda license
Stockholder distribution share 25% Portion of net cash proceeds from the $20 million milestone expected to be distributed
License effective date January 16, 2025 Effective date of global license agreement for elritercept with Takeda
development milestone payment financial
"will receive a development milestone payment under the terms of the license agreement"
A development milestone payment is a one-time sum paid when a company reaches a predefined step in a research or product development deal, such as completing a clinical trial phase or achieving a regulatory approval milestone. Like a reward for passing a checkpoint on a long journey, these payments can boost revenue and cash flow suddenly and reduce development risk for the payer, so investors watch them as indicators of progress, future income potential, and changes in valuation.
global license agreement regulatory
"Under the terms of the global license agreement with Takeda"
myelodysplastic syndromes medical
"for the treatment of anemia due to very low, low, or intermediate risk myelodysplastic syndromes"
Myelodysplastic syndromes are a group of disorders in which the bone marrow — the body’s blood cell factory — makes blood cells that are abnormal or too few, leading to anemia, infections, or bleeding and sometimes progressing to leukemia. Investors monitor them because demand for effective drugs, clinical trial results, and regulatory approvals can materially affect the revenues and valuations of healthcare companies and influence projected treatment costs and market opportunities.
transforming growth factor-beta medical
"linked to dysfunctional signaling of the transforming growth factor-beta family of proteins"
Transforming growth factor-beta (TGF-β) is a naturally occurring signaling protein that helps control cell growth, inflammation and tissue repair, acting like a traffic cop that tells cells when to divide, change form or calm down. It matters to investors because drugs that block or boost TGF-β can treat cancers, fibrotic diseases and immune disorders, affecting clinical trial outcomes, regulatory risk and the commercial potential of biopharma assets.
tiered royalties financial
"Keros will also be eligible to receive tiered royalties on net sales"
Tiered royalties are a payment structure where the percentage of earnings paid as royalties changes based on different levels of sales or production. For example, a company might pay a smaller percentage on initial sales and a higher percentage as sales increase beyond certain points. This system encourages higher sales by adjusting payments, making it important for investors to understand how revenue sharing may vary as a product or project grows.
cytopenias medical
"being developed for the treatment of low blood cell counts, or cytopenias"
Cytopenias are reductions in one or more types of blood cells — red cells, white cells or platelets — that can lead to anemia, infection risk or bleeding problems. For investors, cytopenias matter because they are common safety signals in clinical trials and marketed therapies; persistent or severe cytopenias can force dose changes, regulatory restrictions, or product withdrawals, affecting a drug’s commercial prospects and a company’s valuation.

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FAQ

What milestone payment is Keros Therapeutics (KROS) receiving from Takeda?
Keros Therapeutics will receive a $20 million development milestone payment from Takeda. The payment is triggered by dosing the first patient in the Phase 3 ELRiSE MDS clinical trial evaluating elritercept in certain myelodysplastic syndromes.

How does the Takeda license agreement benefit Keros Therapeutics (KROS)?
Under the global license, Keros received a $200 million upfront cash payment and is eligible for additional milestones that could exceed $1.1 billion. Keros will also be eligible to receive tiered royalties on net sales of elritercept.

Will Keros Therapeutics (KROS) return any of the Takeda milestone to stockholders?
Keros expects to distribute 25% of the net cash proceeds from the $20 million milestone payment to its stockholders. This distribution is expected to occur after Keros receives the milestone payment from Takeda.

What is the ELRiSE MDS Phase 3 trial mentioned by Keros Therapeutics (KROS)?
ELRiSE MDS is a Phase 3, multicenter, open-label, randomized trial comparing elritercept versus epoetin alfa. It targets anemia in patients with very low, low, or intermediate risk myelodysplastic syndromes, including those with and without ring sideroblasts.

What indications is elritercept being developed for by Keros Therapeutics (KROS)?
Elritercept is being developed for cytopenias, including anemia and thrombocytopenia, in patients with myelodysplastic syndromes and in patients with myelofibrosis. It is an engineered ligand trap targeting transforming growth factor-beta pathway signaling.

When did the Takeda global license agreement with Keros Therapeutics (KROS) become effective?
The global license agreement with Takeda to develop, manufacture and commercialize elritercept became effective on January 16, 2025. Keros received the related $200 million upfront cash payment in February 2025.
0001664710FALSE00016647102026-07-302026-07-30

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K 
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 30, 2026
 
 
Keros Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware 001-39264 81-1173868
(state or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
1050 Waltham Street, Suite 302
Lexington, Massachusetts
 02421
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (617) 314-6297
 
Not applicable
(Former name or former address, if changed since last report.)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
 
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 


 
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class 
Trading
Symbol
 
Name of each exchange
on which registered
Common Stock, $0.0001 par value per share KROS The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 


Item 7.01    Regulation FD Disclosure.

On July 30, 2026, Keros Therapeutics, Inc. (the “Company”) issued a press release announcing that it will receive a $20 million development milestone payment under the terms of the license agreement of elritercept with partner Takeda Pharmaceuticals U.S.A., Inc., following the dosing of the first patient in the ELRiSE MDS clinical trial. ELRiSE MDS is a Phase 3, multicenter, open-label, randomized trial to compare the efficacy and safety of elritercept versus epoetin alfa for the treatment of anemia due to very low, low, or intermediate risk myelodysplastic syndromes. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section. The information contained herein and in the accompanying exhibit is not incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01     Financial Statements and Exhibits.
 
(d) Exhibits
Exhibit  
No. Description
99.1
 
Press Release dated July 30, 2026.
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
KEROS THERAPEUTICS, INC.
By: /s/ Jasbir Seehra
 
Jasbir Seehra, Ph.D.
Chief Executive Officer
Dated: July 30, 2026


Exhibit 99.1
Keros Therapeutics to Receive Development Milestone Payment from Partner Takeda

LEXINGTON, Mass., July 30, 2026, (GLOBE NEWSWIRE) -- Keros Therapeutics, Inc. (“Keros”) (Nasdaq: KROS), a clinical-stage biopharmaceutical company focused on developing and commercializing novel therapeutics to treat a wide range of patients with disorders that are linked to dysfunctional signaling of the transforming growth factor-beta (“TGF-ß”) family of proteins, today announced that it will receive a $20 million development milestone payment under the terms of the license agreement of elritercept with partner Takeda, following the dosing of the first patient in the ELRiSE MDS clinical trial. ELRiSE MDS is a Phase 3, multicenter, open-label, randomized trial to compare the efficacy and safety of elritercept versus epoetin alfa for the treatment of anemia due to very low, low, or intermediate risk myelodysplastic syndromes (“MDS”).

“We are delighted by the continued progress of the elritercept program,” said Jasbir S. Seehra, Ph.D., President and Chief Executive Officer of Keros. “We are encouraged by the positive signals that were observed in the Phase 2 clinical trial of elritercept in patients with very low-, low-, or intermediate-risk MDS, which were observed in patients with MDS both with and without ring sideroblasts.”

Under the terms of the global license agreement with Takeda to further develop, manufacture and commercialize elritercept worldwide outside of mainland China, Hong Kong and Macau, which became effective on January 16, 2025, Keros received a $200 million upfront cash payment in February 2025, and is eligible to receive development, commercial and sales milestones with the potential to exceed $1.1 billion. Keros will also be eligible to receive tiered royalties on net sales.

Keros expects to distribute 25% of the net cash proceeds from this milestone payment to its stockholders following receipt of the payment.

About Elritercept

Elritercept is an engineered ligand trap comprised of a modified ligand-binding domain of the TGF-ß receptor known as activin receptor type IIA that is fused to the portion of the human antibody known as the Fc domain. Elritercept is being developed for the treatment of low blood cell counts, or cytopenias, including anemia and thrombocytopenia, in patients with MDS and in patients with myelofibrosis.

About Keros Therapeutics, Inc.

Keros is a clinical-stage biopharmaceutical company focused on developing and commercializing novel therapeutics to treat a wide range of patients with disorders that are linked to dysfunctional signaling of the TGF-ß family of proteins. Keros is a leader in understanding the role of the TGF-ß family of proteins, which are master regulators of the growth, repair and maintenance of a number of tissues, including skeletal muscle, bone, adipose, heart tissue and blood. By leveraging this understanding, Keros has discovered and is developing protein therapeutics that have the potential to provide meaningful and potentially disease-modifying benefit to patients. Keros’ lead product candidate, rinvatercept, is being developed for the treatment of Duchenne muscular dystrophy and for the treatment of


amyotrophic lateral sclerosis. Keros’ most advanced product candidate, elritercept, is being developed for the treatment of cytopenias, including anemia and thrombocytopenia, in patients with myelodysplastic syndrome and in patients with myelofibrosis.

Cautionary Note Regarding Forward-Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Words such as “continue,” “expect,” “potential,” “believe” or similar expressions are intended to identify forward-looking statements. Examples of these forward-looking statements include statements concerning: Keros’ expectations regarding the progress of the elritercept program; the expected milestone payment under the global license agreement with Takeda; and the expected distribution of net proceeds from such milestone payment to Keros’ stockholders. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among others: Keros’ limited operating history and historical losses; Keros’ ability to raise additional funding to complete the development and any commercialization of its product candidates; Keros’ dependence on the success of its product candidates, rinvatercept and elritercept; that Keros may be delayed in initiating, enrolling or completing any clinical trials; competition from third parties that are developing products for similar uses; Keros’ ability to obtain, maintain and protect its intellectual property; and Keros’ dependence on third parties in connection with manufacturing, clinical trials and preclinical studies.

These and other risks are described more fully in Keros’ filings with the Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 14, 2026, and its other documents subsequently filed with or furnished to the SEC. All forward-looking statements contained in this press release speak only as of the date on which they were made. Except to the extent required by law, Keros undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

Investor Contact:
Justin Frantz
jfrantz@kerostx.com
617-221-6042

Source: View Original Filing on SEC EDGAR

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