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):
October 15, 2025
Keros
Therapeutics, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
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001-39264 |
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81-1173868 |
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(state or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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1050 Waltham Street, Suite 302
Lexington, Massachusetts
(Address of principal executive offices) |
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02421
(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)) |
| x | 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 |
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Trading
Symbol |
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Name of each exchange
on which registered |
| Common Stock, $0.0001 par value per share |
|
KROS |
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The Nasdaq Stock Market LLC |
| Preferred Share Purchase Rights |
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N/A |
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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. ¨
Introductory Note.
In furtherance of its previously
announced plan to initiate a process to return $375.0 million of excess capital to stockholders, on October 15, 2025, Keros Therapeutics, Inc.
(the “Company”) announced (i) that it had entered into stock purchase agreements with certain entities affiliated with
ADAR1 Capital Management (collectively, the “ADAR1 Parties”, and such stock purchase agreement, the “ADAR1 Repurchase
Agreement”) and certain entities affiliated with Pontifax Venture Capital (collectively, the “Pontifax Parties”, and
such stock purchase agreement, the “Pontifax Repurchase Agreement” and, together with the ADAR1 Repurchase Agreement, the
“Repurchase Agreements”) to repurchase the shares of the Company’s common stock, $0.0001 par value per share (the “Common
Stock”), held by the ADAR1 Parties and the Pontifax Parties, respectively, at a price of $17.75 per share, and (ii) following
the entry into the Repurchase Agreements, that it intends to commence a tender offer to all holders of Common Stock to complete the return
of capital to stockholders, subject to market conditions, at a cash purchase price of $17.75 per share. The Company expects to complete
the repurchases under each of the Repurchase Agreements on or about October 15, 2025. The Company presently intends to commence the
tender offer by the end of October 2025.
Item 1.01 Entry into a Material Definitive
Agreement.
The information set forth
in the Introductory Note is incorporated by reference in this Item 1.01.
The ADAR1 Parties, in the
aggregate, beneficially own 5,389,264 shares of Common Stock representing in the aggregate approximately 13.3% of the Company’s
issued and outstanding shares of Common Stock as of October 14, 2025. The Pontifax Parties, in the aggregate, beneficially own 4,787,331
shares of Common Stock, representing in the aggregate approximately 11.8% of the Company’s issued and outstanding shares of Common
Stock as of October 14, 2025.
Pursuant to the terms and
conditions of the Repurchase Agreements, the ADAR1 Parties and the Pontifax Parties (collectively, the “Repurchase Parties”)
agreed to sell all of the shares of Common Stock beneficially owned by them, being an aggregate of 10,176,595 shares of Common Stock,
to the Company at a per share purchase price of $17.75 per share (collectively, the “Repurchase Transactions”), for an aggregate
purchase price of approximately $181 million. In addition, concurrently with the execution of the Pontifax Repurchase Agreement, each
of Tomer Kariv and Ran Nussbaum delivered their resignations from the Company’s board of directors and all committees thereof.
The Company expects to complete
the Repurchase Transactions on or about October 15, 2025 in accordance with the terms of their respective Repurchase Agreements.
Pursuant to the Repurchase Agreements, the Repurchase Parties have agreed to certain customary standstill restrictions and voting commitments,
which will remain in effect until immediately following the final certification of the voting results for the Company’s 2028 annual
stockholder meeting. The Company and the Repurchase Parties have also agreed to certain customary mutual non-disparagement obligations
to remain in effect during the same period.
The foregoing descriptions
of the Repurchase Agreements are summaries, do not purport to be complete, and are qualified in their entirety by reference to the full
text of the ADAR1 Repurchase Agreement and the Pontifax Repurchase Agreement, copies of which are filed as Exhibits 2.1 and 2.2, respectively,
to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.02 Results of Operations and Financial
Condition.
As of September 30,
2025, the Company’s cash and cash equivalents are expected to be approximately $693.5 million. The preceding preliminary unaudited
financial information are estimates prepared by the Company’s management, are based on information available to management as of
the date of this Current Report on Form 8-K, are subject to change, and should not be viewed as a substitute for full financial statements
prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The Company’s independent registered public
accounting firm has not audited, reviewed or performed any procedures with respect to this preliminary financial data or the accounting
treatment thereof and does not express an opinion or any other form of assurance with respect thereto. The Company expects to complete
its interim financial statements as of and for the quarter ended September 30, 2025 prior to the completion of the tender offer referenced
in Item 8.01 to this Current Report on Form 8-K. While the Company is currently unaware of any items that would require the Company
to make adjustments to the preceding preliminary unaudited financial information, it is possible that the Company or its independent registered
public accounting firm may identify such items as the Company completes its interim review process and any resulting changes could be
material. Accordingly, undue reliance should not be placed on this preliminary unaudited financial information. This preliminary unaudited
financial information is not necessarily indicative of any future period.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In accordance with the terms
of the Pontifax Repurchase Agreement, each of Tomer Kariv and Ran Nussbaum have resigned from their respective positions as a member of
the Company’s board of directors and all committees thereof, effective as of October 15, 2025.
Following Mr. Kariv’s
resignation, the board of directors appointed Jean-Jacques Bienaimé, who currently serves as a member of the Nominating and Corporate
Governance Committee, as the new Chair of the Nominating and Corporate Governance Committee, effective October 15, 2025.
Item 7.01 Regulation FD Disclosure.
On October 15, 2025,
the Company issued a press release announcing several corporate updates, including, among other matters, (i) the execution of the
Repurchase Agreements and the related resignations of Tomer Kariv and Ran Nussbaum from the Company’s board of directors and all
committees thereof, and (ii) the Company’s intention to commence a tender offer. A copy of the press release is attached as
Exhibit 99.1 and incorporated herein by reference.
The information in this Item
7.01 to 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 in this Item 7.01 and in Exhibit 99.1 to this Current Report on Form 8-K
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 8.01 Other Events.
The information set forth
in the Introductory Note is incorporated by reference in this Item 8.01.
Additional Information
Regarding the Tender Offer
This communication is
for informational purposes only, is not a recommendation to buy or sell shares of the Common Stock and does not constitute an offer to
buy or the solicitation of an offer to sell shares of the Common Stock. The tender offer described in this communication has not yet commenced,
and there can be no assurances that the Company will commence the tender offer on the terms described in this communication or at all.
The tender offer will be made only pursuant to an offer to purchase, letter of transmittal and related materials that the Company expects
to distribute to its shareholders and file with the U.S. Securities and Exchange Commission (the “Commission”) upon commencement
of the tender offer. STOCKHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER. Once the tender
offer is commenced, stockholders and investors will be able to obtain a free copy of the tender offer statement on Schedule TO, the offer
to purchase, letter of transmittal and other documents that the Company expects to file with the Commission at the Commission’s
website at www.sec.gov or by calling the Information Agent (to be identified at the time the offer is made) for the tender offer.
Cautionary Note Regarding Forward-Looking Statements
Statements contained in this Current Report on
Form 8-K 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 “anticipates,” “believes,” “continue,”
“expects,” “enable,” “intention,” “potential” and “will” or similar expressions
are intended to identify forward-looking statements. Examples of these forward-looking statements include statements concerning: the expected
closing of the Repurchase Transactions, the intended commencement of the tender offer; Keros’ expectations regarding its strategy,
progress and timing of its clinical trials for KER-065, including its regulatory plans; the therapeutic potential of KER-065, including
in patients with Duchenne muscular dystrophy; and Keros’ plan to distribute certain net cash proceeds received from its global license
agreement with Takeda Pharmaceuticals U.S.A., Inc. 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, KER-065
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 SEC, including the “Risk Factors” section of the Company’s Quarterly
Report on Form 10-Q, filed with the SEC on August 6, 2025, and its other documents subsequently filed with or furnished to the
SEC. All forward-looking statements contained in this Current Report on Form 8-K 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
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Description |
| 2.1 |
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Stock Purchase Agreement, dated as of October 15, 2025, by and between the Company and ADAR1. |
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| 2.2 |
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Stock Purchase Agreement, dated as of October 15, 2025, by and between the Company and Pontifax. |
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| 99.1 |
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Press Release, dated October 15, 2025. |
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| 104 |
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Cover 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.
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KEROS THERAPEUTICS, INC. |
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By: |
/s/ Jasbir Seehra |
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Jasbir Seehra, Ph.D. |
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Chief Executive Officer |
Dated: October 15, 2025
