Keros Therapeutics Inc
For the period ended Jun 4, 2025. Filed Apr 23, 2025.
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Jun 4, 2025 · Filed Apr 23, 2025
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
Keros Therapeutics, Inc.
(Name of Registrant as Specified In Its Charter)
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
April 23, 2025
To our stockholders:
At Keros Therapeutics, our unwavering commitment to innovation and excellence drives everything we do. As we develop protein therapeutics that have the potential to provide meaningful and potentially disease-modifying benefit to patients, we are excited to share our progress and strategic priorities as we look ahead to 2025, a pivotal year for building and enhancing stockholder value.
Over the past year, our dedicated teams have made meaningful progress in advancing our clinical pipeline. A key milestone was our exclusive licensing agreement with Takeda Pharmaceuticals, which delivered an upfront payment of $200 million along with future potential milestone and royalty payments, and significantly strengthened our financial position. This strategic partnership, along with our disciplined capital allocation, has enabled us to invest in our core clinical initiatives and build a robust foundation for long-term growth.
We remain focused on developing our pipeline of potentially transformative opportunities. The initial topline results from the Phase 1 trial of KER065 in healthy volunteers, which met its key objectives, provided important insights to inform the development of KER-065 for patients with Duchenne muscular dystrophy. Meanwhile, elritercept (KER-050) continues to show potential in addressing cytopenias in patients with myelodysplastic syndromes and myelofibrosis.
In addition, while we announced the discontinuation of our Phase 2 clinical trial evaluating cibotercept (KER-012) in patients with pulmonary arterial hypertension, we are closely monitoring all patients in the trial and remain on track to present topline data in the second quarter of 2025. We also see opportunities for the potential development of cibotercept in other indications and look forward to continuing to engage with regulators to potentially advance this product candidate in line with our data-driven approach.
The execution of our product pipeline growth initiatives is overseen by our deep bench of executive talent. We were excited to strengthen the depth of knowledge on our leadership team in October 2024, when we welcomed Dr. Yung H. Chyung as our Chief Medical Officer to advance our clinical development efforts. At the Board level, we continued to deliver on our commitment to ongoing director and Board leadership refreshment with the appointment of Jean-Jacques Bienaimé to the Board in June 2024. Mr. Bienaimé serves as our Lead Independent Director and contributes significant biotechnology and pharmaceutical industry expertise to Board discussions.
While we are enthusiastic about our pipeline and future growth prospects, as we have said, the Board is continuously evaluating ways to enhance stockholder value. Along those lines, on April 10, 2025, Keros announced that the Board has initiated a formal review process to evaluate a comprehensive range of strategic alternatives to maximize stockholder value. The process is being overseen by a Strategic Committee of independent and disinterested directors, who will make a recommendation to the full Board. The Committee is proceeding expeditiously, and we look forward to sharing an update when we are able.
As the strategic review process proceeds, the Board remains confident in Keros’ continued ability to deliver on our strategic priorities:
Continued Execution: We remain focused on efficiently executing our clinical programs and leveraging data readouts to drive regulatory engagements.
Disciplined Capital Allocation: By maintaining a disciplined approach to capital allocation, we are positioning Keros to deliver enhanced stockholder value.
Pipeline Innovation: With multiple key data and program milestones expected in 2025, we are confident that our innovative science will translate into transformative therapies that deliver meaningful improvements in patient outcomes and long-term growth for our stockholders.
The Board appreciates the various stockholder feedback and perspectives heard throughout the year as it informs our efforts to continuously strengthen our governance practices, Board priorities and oversight of the business.
Thank you for your investment in Keros Therapeutic, continued trust and support.
Sincerely,
Jasbir Seehra, Ph.D.
Chief Executive Officer and Chair
| | | You are cordially invited to attend the Annual Meeting. Whether or not you expect to attend the Annual Meeting virtually, please vote by telephone or through the internet, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible in order to ensure your representation at the Annual Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card and included in the accompanying Proxy Statement. If you participate virtually in the Annual Meeting, you may vote at that time, even if you previously submitted your vote. Please note, however, that if your shares are held of record by a brokerage firm, bank or other agent and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that agent in order to vote your shares that are held in such agent’s name and account. | | |
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KEROS THERAPEUTICS, INC.
1050 Waltham Street, Suite 302
Lexington, Massachusetts 02421
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 4, 2025
To the Stockholders of Keros Therapeutics, Inc.:
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Keros Therapeutics, Inc., a Delaware corporation (the “Company”), will be held on Wednesday, June 4, 2025 at 9:00 a.m. Eastern time in a virtual meeting format only, live via audio webcast for the following purposes:
To elect three (3) nominees for Class II director, Mary Ann Gray, Ph.D., Ran Nussbaum and Alpna Seth, Ph.D., each to hold office until the 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified.
To ratify the selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025.
To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
To conduct any other business properly brought before the Annual Meeting.
These items of business are more fully described in the accompanying proxy statement accompanying this Notice.
The record date for the Annual Meeting was April 7, 2025 (the “Record Date”). Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting or any adjournment or postponement thereof.
By Order of the Board of Directors,
Esther Cho
Corporate Secretary
Lexington, Massachusetts
April 23, 2025
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