Keros Therapeutics, Inc.
For the period ended Dec 31, 2025. Filed Mar 4, 2026.
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FY2025 · Filed Mar 4, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K:
(1) The Consolidated Financial Statements required to be filed by Item 8 of this Annual Report on Form 10-K, and filed in this Item 15, are as follows:
| PAGE | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID 34) | F-2 |
|---|---|
| Consolidated Balance Sheets | F-4 |
| Consolidated Statements of Operations | F-5 |
| Consolidated Statements of Stockholders’ Equity | F-6 |
| Consolidated Statements of Cash Flows | F-7 |
| Notes to Consolidated Financial Statements | F-9 |
(2) The Consolidated Financial Statement Schedule have been omitted because they are either not applicable or the required information is included in the Consolidated Financial Statements or notes thereto listed in (a)(1) above.
(3) Exhibits are incorporated herein by reference or are filed with this Annual Report on Form 10-K as indicated below.
(b) Exhibits
| EXHIBITNO. | DESCRIPTION | FORM | FILE NO. | EXHIBIT | FILING DATE |
|---|---|---|---|---|---|
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant. | 8-K | 001-39264 | 3.1 | April 13, 2020 |
| 3.2 | Amended and Restated Bylaws of the Registrant. | 8-K | 001-39264 | 3.1 | March 6, 2025 |
| 3.3 | Certificate of Designation of Series A Junior Participating Preferred Stock filed with the Secretary of State of the State of Delaware on April 9, 2025. | 8-K | 001-39264 | 3.1 | April 10, 2025 |
| 4.1 | Amended and Restated Investors’ Rights Agreement by and among the registrant and certain of its stockholders, dated as of March 2, 2020. | S-1 | 333-237212 | 4.1 | March 16, 2020 |
| 4.2 | Form of Common Stock Certificate. | S-1/A | 333-237212 | 4.2 | April 1, 2020 |
| 4.3^ | Rights Agreement, dated as of April 9, 2025 between Registrant and Computershare Trust Company, N.A., which includes the form of Certificate of Designation as Exhibit A, the form of Right Certificate as Exhibit B. | 8-K | 001-39264 | 4.1 | April 10, 2025 |
| 4.4* | Description of the Registrant’s Securities. | ||||
| 10.1 | Form of Indemnity Agreement between the registrant and its directors and officers. | S-1/A | 333-237212 | 10.1 | April 1, 2020 |
| 10.2+ | 2017 Stock Incentive Plan, as amended. | S-1 | 333-237212 | 10.2 | March 16, 2020 |
| 10.3+ | Form of Stock Option Grant Notice and Option Agreement for the 2017 Stock Incentive Plan, as amended. | S-1 | 333-237212 | 10.3 | March 16, 2020 |
| 10.4+ | 2020 Equity Incentive Plan. | S-1/A | 333-237212 | 10.4 | April 1, 2020 |
| 10.5+ | Forms of Stock Option Grant Notice, Option Agreement, Notice of Exercise, Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement for the 2020 Equity Incentive Plan. | 10-K | 001-39264 | 10.5 | February 26, 2025 |
| 10.6+ | 2020 Employee Stock Purchase Plan. | S-1/A | 333-237212 | 10.6 | April 1, 2020 |
| 10.7*+ | Amended and Restated Non-Employee Director Compensation Policy | ||||
| 10.8+ | Offer Letter Agreement by and between the registrant and Jasbir Seehra, dated as of December 14, 2015. | S-1 | 333-237212 | 10.7 | March 16, 2020 |
| 10.9# | Exclusive Patent License Agreement by and between the registrant and The General Hospital Corporation, d/b/a Massachusetts General Hospital, or MGH, dated as of April 5, 2016, as amended by Amendment #1 by and between the registrant and The Brigham and Women’s Hospital, Inc. on May 12, 2017 and by Amendment #2 by and between the registrant and MGH on February 23, 2018. | S-1 | 333-237212 | 10.10 | March 16, 2020 |
| 10.10# | License Agreement by and between the registrant and Hansoh (Shanghai) Healthtech Co., Ltd., dated as of December 12, 2021, as amended by Amendment No. 1 by and between the registrant and Hansoh (Shanghai) Healthtech Co., Ltd., dated as of February 10, 2022. | 10-K | 001-39264 | 10.10 | March 9, 2022 |
| 10.11# | Amendment No. 2, dated as of March 11, 2022, and Amendment No. 3, dated as of December 11, 2022, to License Agreement by and between the registrant and Hansoh (Shanghai) Healthtech Co., Ltd. | 10-K | 001-39264 | 10.11 | March 9, 2023 |
| 10.12# | Amendment No. 4 dated as of April 12, 2023, to License Agreement by and between the registrant and Hansoh (Shanghai) Healthtech Co., Ltd. | 10-K | 001-39264 | 10.12 | February 28, 2024 |
| 10.13+ | Offer Letter Agreement by and between the registrant and Keith Regnante, dated as of February 7, 2020. | S-1 | 333-237212 | 10.13 | March 16, 2020 |
| 10.14+ | Employment Agreement by and between the registrant and Jasbir Seehra, dated as of March 31, 2020, effective as of April 13, 2020. | S-1/A | 333-237212 | 10.14 | April 1, 2020 |
| 10.15+ | Employment Agreement by and between the registrant and Keith Regnante, dated as of March 31, 2020, effective as of April 13, 2020. | S-1/A | 333-237212 | 10.17 | April 1, 2020 |
| 10.16+ | Employment Agreement by and between the registrant and Christopher Rovaldi, dated as of January 28, 2022 effective as of February 1, 2022. | 8-K | 001-39264 | 10.1 | January 31, 2022 |
| 10.17+ | Separation and Release Agreement by and between the registrant and Christopher Rovaldi, dated as of August 6, 2025. | 8-K | 001-39264 | 10.2 | August 6, 2025 |
| 10.18+ | First Amendment to the Employment Agreement by and between the registrant and Keith Regnante, dated as of January 1, 2022. | 10-K | 001-39264 | 10.21 | March 9, 2022 |
| 10.19+ | Employment Agreement by and between the registrant and Lorena Lerner, dated as of August 6, 2025. | 8-K | 001-39264 | 10.1 | August 6, 2025 |
| 10.20+ | Employment Agreement by and between Registrant and Esther Cho, dated as of August 6, 2025. | 8-K | 001-39264 | 10.3 | August 6, 2025 |
| 10.21 | Indenture of Lease by and between the registrant and Revolution Labs Owner, LLC, dated September 7, 2021. | 10-Q | 001-39264 | 10.1 | November 4, 2021 |
| 10.22 | First Amendment to Lease, by and between the registrant and Revolution Labs Owner, LLC, dated January 6, 2023. | 10-Q | 001-39264 | 10.1 | May 4, 2023 |
| 10.23# | Exclusive License Agreement by and between the registrant and Takeda Pharmaceuticals U.S.A., Inc., dated as of December 3, 2024. | 10-K | 001-39264 | 10.24 | February 26, 2025 |
| 10.24*# | Amendment No. 1, dated as of March 24, 2025, Amendment No. 2, dated as of April 23, 2025, Amendment No. 3, dated as of June 5, 2025 and Amendment No. 4, dated as of June 13, 2025 to Exclusive License Agreement by and between the registrant and Takeda Pharmaceuticals U.S.A., Inc. | ||||
| 10.25 | Letter Agreement, dated April 17, 2025, by and between the registrant and Pontifax (Israel) IV, L.P., Pontifax (Cayman) IV, L.P., Pontifax (China) IV, L.P. and Pontifax Late Stage Fund L.P. | 8-K | 001-39264 | 10.1 | April 18, 2025 |
| 10.26 | Stock Purchase Agreement, dated as of October 15, 2025, by and between the Registrant and certain entities affiliated with ADAR1 Capital Management. | 8-K | 001-39264 | 2.1 | October 15, 2025 |
| 10.27*+ | First Amendment to the Employment Agreement by and between the registrant and Esther Cho, dated as of February 24, 2026. | ||||
| 10.28 | Stock Purchase Agreement, dated as of October 15, 2025, by and between the Registrant and certain entities affiliated with Pontifax Venture Capital. | 8-K | 001-39264 | 2.2 | October 15, 2025 |
| 19 | Insider Trading Policy. | 10-K | 001-39264 | 19 | February 26, 2025 |
| 21.1* | Subsidiaries of Keros Therapeutics, Inc. | ||||
| 23.1* | Consent of Independent Registered Public Accounting Firm. | ||||
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.1** | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 97 | Incentive Compensation Recoupment Policy. | 10-K | 001-39264 | 97 | February 28, 2024 |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104* | Cover Page Interactive Data File - the cover page interactive data is embedded within the Inline XBRL document or included within the Exhibit 101 attachments | ||||
- Filed herewith
** Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.
- Indicates management contract or compensatory plan.
^ Certain exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish supplementally a copy of any omitted exhibit to the SEC upon request. The Registrant may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any exhibits so furnished.
Certain portions of this exhibit (indicated by asterisks) have been omitted because they are not material and would likely cause competitive harm to Keros Therapeutics, Inc. if publicly disclosed.
The agreements and other documents filed as exhibits to this Annual Report on Form 10-K are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
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