SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2 to
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR
13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Keros Therapeutics, Inc.
(Name of Subject Company (Issuer))
Keros Therapeutics, Inc.
(Names of Filing Persons (Issuer and Offeror))
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
492327101
(CUSIP Number of Class of Securities)
Jasbir Seehra
Chief Executive Officer
Keros Therapeutics, Inc.
1050 Waltham Street, Suite 302
Lexington, Massachusetts 02421
Tel: (617) 314-6297
(Name, Address and Telephone Number of Person Authorized
to
Receive Notices and Communications on Behalf of Filing Persons)
With copies to:
Marc A. Recht
Ryan S. Sansom
Kevin Cooper
William Roegge
Cooley LLP
500 Boylston Street
Boston, Massachusetts 02116
(617) 937-2300 |
|
Esther Cho
General Counsel
Keros Therapeutics, Inc.
1050 Waltham Street, Suite 302
Lexington, Massachusetts 02421
(617) 314-6297 |
|
Gregory P. Rodgers
Nathan Ajiashvili
Latham & Watkins LLP
1271 Avenue of the Americas
New York, New York 10020
(212) 906-1200 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to
which the statement relates:
| ¨ | third-party tender offer subject to Rule 14d-1. |
| | x | issuer
tender offer subject to Rule 13e-4. |
| | ¨ | going-private
transaction subject to Rule 13e-3. |
| | ¨ | amendment
to Schedule 13D under Rule 13d-2. |
Check the following box if the filing
is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below to designate the
appropriate rule provision(s) relied upon:
| |
¨ |
Rule 13e-4(i) (Cross-Border
Issuer Tender Offer) |
| |
¨ |
Rule 14d-1(d) (Cross-Border
Third-Party Tender Offer) |
INTRODUCTION
This Amendment No. 2 (this “Amendment”) amends and supplements
the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on October 20, 2025, as amended
and supplemented on November 19, 2025 (as amended and supplemented, the “Schedule TO”) relating to the offer by Keros Therapeutics,
Inc., a Delaware corporation (the “Company”), to purchase for cash up to an aggregate of 10,950,165 shares of its common stock,
par value $0.0001 per share, for an aggregate purchase price of up to $194.4 million, at a purchase price of $17.75 per share, less any
applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated
October 20, 2025 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal”
and, together with the Offer to Purchase, as they may be amended or supplemented from time to time, the “Tender Offer”), copies
of which were previously filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO.
This Amendment is intended
to satisfy the reporting requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended. Only those
items amended are reported in this Amendment. Except as specifically provided herein, the information contained in the Schedule TO remains
unchanged and this Amendment does not modify any of the information previously reported on the Schedule TO. This Amendment should be read
in conjunction with the Schedule TO and all of the exhibits thereto, including the Offer to Purchase and the Letter of Transmittal, as
each may be amended or supplemented from time to time.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO
is hereby amended and supplemented by adding the following:
“On November 20,
2025, the Company issued a press release announcing the final results of the Tender Offer, which expired at 5:00 p.m., New York
City time, on Tuesday, November 18, 2025. A copy of the press release is filed as Exhibit (a)(5)(D) hereto and is incorporated
by reference herein.”
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO
is hereby amended and supplemented by adding the following exhibits:
Exhibit
Number |
Description |
| (a)(5)(D)* |
Press Release dated November 20, 2025. |
* Filed herewith
SIGNATURE
After due inquiry and to
the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| |
KEROS THERAPEUTICS, INC. |
| |
|
| Dated: November 20, 2025 |
By: |
/s/ Jasbir Seehra |
| |
|
Jasbir Seehra |
| |
|
Chief Executive Officer |
