SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
Keros Therapeutics, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
492327101 (CUSIP Number) |
Daniel Schneeberger 3503 Wild Cherry Drive, Building 9 Austin, TX, 78738 (512) 254-3790 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/12/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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CUSIP No. | 492327101 |
1 |
Name of reporting person
ADAR1 Capital Management, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
TEXAS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
5,390,964.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
13.27 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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CUSIP No. | 492327101 |
1 |
Name of reporting person
ADAR1 Capital Management GP, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
TEXAS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
4,647,406.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
11.44 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 492327101 |
1 |
Name of reporting person
Daniel Schneeberger | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
TEXAS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
5,390,964.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
13.27 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
(b) | Name of Issuer:
Keros Therapeutics, Inc. | |
(c) | Address of Issuer's Principal Executive Offices:
1050 WALTHAM STREET, SUITE 302, LEXINGTON,
MASSACHUSETTS
, 02421. | |
Item 1 Comment:
This Amendment No. 3 ("Amendment No. 3") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on April 11, 2025 (as amended from time to time, the "Schedule 13D"). Except as otherwise stated, the Schedule 13D remains unchanged. Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D. | ||
Item 4. | Purpose of Transaction | |
On May 12, 2025, ADAR1 Capital Management issued a press release (the "May 12 Press Release") including a presentation (the "May 12 Presentation") outlining its proposals to maximize value for the Issuer's stockholders, including (i) restructuring the business and reducing costs, (ii) returning excess cash to stockholders, and (iii) optimizing value of the Issuer's partnership with Takeda Pharmaceuticals, and reiterating its intention to vote "WITHHOLD" on the re-election of Dr. Mary Ann Gray and Dr. Alpna Seth to the Board at the Annual Meeting.
The foregoing descriptions of the May 12 Press Release and the May 12 Presentation do not purport to be complete and are qualified in their entirety by reference to the full texts of the May 12 Press Release and the May 12 Presentation, which are attached hereto as Exhibit F and Exhibit G, respectively, and are incorporated herein by reference. | ||
Item 7. | Material to be Filed as Exhibits. | |
Exhibit F: May 12 Press Release
Exhibit G: May 12 Presentation |
SIGNATURE | |
After reasonable 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.
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