Keros Therapeutics Initiates Strategic Review and Adopts Stockholder Rights Plan
April 10, 2025 | Lexington, Mass. – Keros Therapeutics, Inc. (Nasdaq: KROS), a clinical-stage biopharmaceutical company focused on innovative therapies targeting disorders linked to dysfunctional transforming growth factor-beta (TGF-ß) protein signaling, announced today that its Board of Directors has launched a formal review process to explore strategic alternatives aimed at maximizing stockholder value.
Strategic Review Process Underway
To oversee this initiative, the Board has established a Strategic Committee composed of independent and disinterested directors. Supported by external financial and legal advisors, this committee will evaluate various opportunities including a potential sale of the company or business combination transactions, continued investment in Keros’ drug development pipeline, or alternative uses of capital such as returning excess funds to stockholders.
Jean-Jacques Bienaimé, Lead Independent Director, emphasized, “In line with our dedication to enhancing stockholder value, the Board is committed to exploring all available strategic options. Throughout this review, we remain focused on executing our current strategy.”
There is no preset deadline for completing the evaluation, and no certainty that the process will result in a transaction or other strategic action. However, Keros plans to provide an initial update within 60 days of this announcement but will otherwise disclose developments only if necessary.
Adoption of Limited-Duration Stockholder Rights Plan
In response to rapid accumulations of common stock by certain investors—including one holding 11.2% as of April 6, 2025—the Board has adopted a limited-duration stockholder rights plan, effective immediately. This Rights Plan is designed to protect the Company and its stockholders by ensuring equitable participation throughout the strategic review and preventing any party from gaining control via open-market purchases without extending an appropriate control premium to all shareholders.
Key features of the Rights Plan include:
- Distribution of one preferred share purchase right per outstanding common share as of April 24, 2025.
- Rights become exercisable if any person, entity, or group acquires 10% or more (or 15% for passive institutional investors) of the Company’s common stock without Board approval.
- Exercisable rights enable holders, excluding the triggering party, to purchase additional common shares at an advantageous price.
- Prior stockholders exceeding threshold ownership levels before the announcement are grandfathered but cannot increase holdings without triggering the plan.
- The Rights Plan does not include restrictive “dead-hand” or similar provisions, preserving future Boards’ ability to redeem rights.
- The plan expires on April 9, 2026, unless redeemed or exchanged earlier.
The Rights Plan is a protective measure aligned with common practices among publicly traded companies, providing the Board with time to assess offers and proposals fully.
Company Overview
Keros Therapeutics specializes in developing novel protein therapeutics targeting diseases associated with the TGF-ß family of proteins, which regulate growth, repair, and maintenance across multiple tissues such as blood, bone, muscle, fat, and heart. The company’s robust pipeline includes:
- Cibotercept (KER-012): Designed to treat pulmonary arterial hypertension and cardiovascular conditions.
- KER-065: Focused on neuromuscular diseases.
- Elritercept (KER-050): The most advanced candidate, aimed at managing low blood cell counts (cytopenias) including anemia and thrombocytopenia in patients with myelodysplastic syndrome and myelofibrosis.
Forward-Looking Statements and Risk Factors
Statements made today may include forward-looking information that involves risks and uncertainties which could cause actual results to differ materially. Factors affecting outcomes include the success of the strategic review, potential transactions, market conditions, company performance, clinical and regulatory developments related to product candidates, intellectual property protection, third-party collaborations, and general market dynamics.
Investors and readers are advised to consider these risks carefully and review additional disclosures filed with the U.S. Securities and Exchange Commission to gain a full understanding of Keros’ business environment.
Advisers
Goldman Sachs & Co. LLC is serving as financial advisor to Keros Therapeutics, with Cooley LLP acting as legal counsel.
Contact Information
Investor Relations:
Justin Frantz
Email: [email protected]
Phone: 617-221-6042
Media Contacts:
Mahmoud Siddig / Adam Pollack / Viveca Tress
Joele Frank, Wilkinson Brimmer Katcher
Phone: (212) 355-4449
This announcement marks an important phase for Keros Therapeutics as it evaluates avenues to unlock shareholder value while continuing its commitment to developing transformative therapies. The company will keep its stakeholders informed as the strategic review advances.