Keros Therapeutics Files 8-K with Material Agreements and Officer Changes

TL;DR

Keros Therapeutics dropped an 8-K on Oct 15th - material agreements, financials, and exec changes. Big news for investors.

AI Summary

On October 15, 2025, Keros Therapeutics, Inc. filed an 8-K report detailing several key events. These include entering into a material definitive agreement, updates on results of operations and financial condition, and changes related to directors and officers, including compensatory arrangements. The filing also contains a Regulation FD disclosure and other events, along with financial statements and exhibits.

Why It Matters

This 8-K filing provides crucial updates on Keros Therapeutics' business operations, financial standing, and corporate governance, which are important for investors to assess the company's current status and future prospects.

Risk Assessment

Risk Level: medium — The filing covers a range of corporate events including material agreements and financial updates, which can introduce uncertainty or signal significant strategic shifts.

Key Players & Entities

• Keros Therapeutics, Inc. (company) — Registrant
• October 15, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ge on which registered Common Stock, $0.0001 par value per share KROS The Nasdaq
• $375.0 million — ed plan to initiate a process to return $375.0 million of excess capital to stockholders, on O
• $17.75 — ax Parties, respectively, at a price of $17.75 per share, and (ii) following the entry
• $181 million — gregate purchase price of approximately $181 million. In addition, concurrently with the exe
• $693.5 million — alents are expected to be approximately $693.5 million. The preceding preliminary unaudited fi

Filing Documents

• tm2528773d1_8k.htm (8-K) — 48KB
• tm2528773d1_ex2-1.htm (EX-2.1) — 92KB
• tm2528773d1_ex2-2.htm (EX-2.2) — 99KB
• tm2528773d1_ex99-1.htm (EX-99.1) — 15KB
• 0001104659-25-099512.txt ( ) — 520KB
• kros-20251015.xsd (EX-101.SCH) — 3KB
• kros-20251015_def.xml (EX-101.DEF) — 26KB
• kros-20251015_lab.xml (EX-101.LAB) — 36KB
• kros-20251015_pre.xml (EX-101.PRE) — 25KB
• tm2528773d1_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive

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 complet

02 Results of Operations and Financial

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. 2

02 Departure of Directors or Certain

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 Bienaim, 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.

01 Regulation FD Disclosure

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.

01 Other Events

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. 3 Cautionary Note Regarding Forward-Looking Statements 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-

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Stock Purchase Agreement, dated as of October 15, 2025, by and between the Company and ADAR1. 2.2 Stock Purchase Agreement, dated as of October 15, 2025, by and between the Company and Pontifax. 99.1 Press Release, dated October 15, 2025. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) 4

sIGNATURES

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: October 15, 2025 5

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View this 8-K filing on SEC EDGAR