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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES ACT OF 1934

(Amendment No. )

Keros Therapeutics, Inc.

(Name of Issuer)

Arkin Bio Ventures Limited Partnership

6 HaChoshlim St., Bldg. C,

Herzliya 46724, Israel

Attn: Moshe Arkin

Telephone: 972-972-9-7883330

with a copy to:

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 8, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13(d)-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Section 240.13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

(Continued on following pages)

1	NAMES OF REPORTING PERSONS:
	Arkin Bio Ventures Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
	(a)☐
	(b)☒
3	SEC USE ONLY:
4	SOURCE OF FUNDS:
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER:
			0
		8	SHARED VOTING POWER:
			2,013,102
		9	SOLE DISPOSITIVE POWER:
			0
		10	SHARED DISPOSITIVE POWER:
			2,013,102
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	2,013,102
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	10.5%*
14	TYPE OF REPORTING PERSON:
	PN

* Based on 19,189,391 shares of Common Stock upon the closing of the Issuer’s initial public offering, as provided in the Issuer's Rule 424(b) prospectus filed with the Securities and Exchange Commission on April 8, 2020.

* Based on 19,189,391 shares of Common Stock upon the closing of the Issuer’s initial public offering, as provided in the Issuer's Rule 424(b) prospectus filed with the Securities and Exchange Commission on April 8, 2020.

* Based on 19,189,391 shares of Common Stock upon the closing of the Issuer’s initial public offering, as provided in the Issuer's Rule 424(b) prospectus filed with the Securities and Exchange Commission on April 8, 2020.

* Based on 19,189,391 shares of Common Stock upon the closing of the Issuer’s initial public offering, as provided in the Issuer's Rule 424(b) prospectus filed with the Securities and Exchange Commission on April 8, 2020.

Item 1.          Security and Issuer

Item 2.          Identity and Background.

 

This Schedule 13D is being filed jointly by Arkin Bio Ventures Limited Partnership ("Arkin Bio Partnership"), Arkin Bio Venture Partners, Ltd. (“Arkin Bio Ltd.”), Mr. Moshe Arkin and Mr. Alon Lazarus (together with Arkin Bio Partnership, Arkin Bio Ltd. and Moshe Arkin, the "Reporting Persons").  The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as an exhibit hereto.

 

Arkin Bio Partnership and Arkin Bio Ltd. are each organized under the laws of the State of Israel and has a business address of 6 HaChoshlim St., Bldg. C, Herzliya 46724, Israel.  The principal business of Arkin Bio Partnership is to make investments in biomedical companies.  Mr. Arkin is the sole shareholder and sole director of Arkin Bio Ltd., which has no officers. Arkin Bio Ltd. is the general partner of Arkin Bio Partnership.

 

Moshe Arkin is a citizen of Israel whose principal business is Chairman of the Board of Arkin Holdings, which is located at 6 HaChoshlim St., Bldg. C, Herzliya 46724, Israel (which is also Mr. Arkin's business address).  The principal business of Arkin Holdings is to manage the investments and holdings of the family of Moshe Arkin.

 

Alon Lazarus, who serves on the Board of directors of Keros, is a citizen of Israel whose principal business is Biotech Investment Manager of the Pharma Division of Arkin Holdings, which is also Mr. Lazarus’ business address.

 

During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Item 3.          Source and Amount of Funds or Other Consideration.

 

In April 2016, April 2017 and November 2017, Arkin Bio Partnership acquired an aggregate of 3,000,000 shares of Series A preferred stock in multiple closings at a purchase price of $1.00 per share for an aggregate amount of $3.0 million.

In November 2018, Arkin Bio Partnership acquired an aggregate of 745,001 shares of Series B-1 preferred stock at a purchase price of $3.3557 per share for an aggregate amount of $2.5 million.

In March 2020, Arkin Bio Partnership acquired an aggregate of 363,607 shares of Series C preferred stock at a purchase price of $6.188 per share for an aggregate amount of $2.25 million.

The Company’s Board approved a one-for-2.1703 reverse stock split of its issued and outstanding common stock, stock options and preferred stock effective as of March 31, 2020.  Immediately following the reverse stock split, the total number of shares of Series A preferred stock held by Arkin Bio Partnership was 1,382,295, the total number of shares of Series B-1 preferred stock held by Arkin Bio Partnership was 343,270 and the total number of shares of Series C preferred stock held by Arkin Bio Partnership was 167,537.

On January 21, 2016, Mr. Lazarus acquired 50,000 shares at par value of $0.0001 per share for an aggregate amount of $5.00.   Immediately following the one-for-2.1703 reverse stock split referred to above the total number of shares of Common Stock held by Mr. Lazarus was 23,038.  Mr. Lazarus used his personal funds to acquire the shares.

Item 4.          Purpose of Transaction.

Each of the Reporting Persons intends to review the performance of their investment in Keros from time to time.  Depending on various factors, including the business, prospects and financial position of Keros, the current and anticipated future price levels of the Common Stock and currency exchange rates, the conditions in the securities markets and general economic and industry conditions, as well as the other investment opportunities available to them, each of the Reporting Persons will take such actions with respect to their investment in Keros as they deem appropriate in light of the circumstances existing from time to time, including without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment.  Each of the Reporting Persons may purchase additional equity in Keros or may, and hereby reserve the right to, dispose of some or all of their holdings in the open market, in public offerings, in privately negotiated transactions or in other transactions, including swaps and other derivative transactions.

Other than as described above, none of the Reporting Persons has any plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although each Reporting Person reserves the right to develop such plans).

Item 5.          Interest in Securities of the Issuer.

(a)  and (b)

As of the date hereof, Arkin Bio Partnership owns directly (and therefore is deemed the beneficial owner of) 2,013,102 shares of Common Stock, which represents approximately 10.5% of the number of shares of Common Stock outstanding.  Arkin Bio Partnership has the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, the Common Stock held by it.

 

As the general partner of Arkin Bio Partnership, Arkin Bio Ltd. may be deemed to be the indirect beneficial owner of the 2,013,102 shares of Common Stock beneficially owned by Arkin Bio Partnership, which represents approximately 10.5% of the number of shares of Common Stock outstanding. Arkin Bio Ltd. has the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, the Common Stock held by Arkin Bio Partnership.

 

As the sole shareholder and sole director of Arkin Bio Ltd., Mr. Arkin may be deemed to be the indirect beneficial owner of the 2,013,102 Common Stock beneficially owned by Arkin Bio Partnership, which represents approximately 10.5% of the number of shares of Common Stock outstanding.  Mr. Arkin has the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, the Common Stock held by Arkin Bio Partnership.

 

As of the date hereof, Mr. Lazarus owns directly (and therefore is deemed the beneficial owner of) 23,038 shares of Common Stock, which represents approximately 0.1% of the number of shares of Common Stock outstanding.  In addition, as the Biotech Investment Manager of the Pharma Division of Arkin Holdings, Mr. Lazarus may be deemed to be the indirect beneficial owner of the 2,013,102 Common Stock beneficially owned by Arkin Bio Partnership, which represents approximately 10.5% of the number of shares of Common Stock outstanding.  Mr. Lazarus has the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, the Common Stock held by Arkin Bio Partnership.

 

Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

 

(c)  Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, none of the Reporting Persons has beneficial ownership of, or has engaged in any transaction during the past 60 days in respect of, any Common Stock.

(d)  Except as provided below, no person, other than the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock referred to in this Item 5.  The limited partners of Arkin Bio Partnership have the right to receive from Arkin Bio Partnership dividends that it receives from, or the proceeds that it receives from the sale of, the Common Stock referred to in this Item 5.

Percentages set forth in this Schedule 13D were calculated based on 19,189,391 shares of Common Stock outstanding upon the closing of the Issuer’s initial public offering, as provided in the Issuer's Rule 424(b) prospectus filed with the Securities and Exchange Commission on April 8, 2020.

 

Amended and Restated Investors’ Rights Agreement

Arkin Bio Partnership is party of an Amended and Restated Investors’ Rights Agreement by and among the Issuer and certain of its stockholders, dated as of March 2, 2020, which provides the holders of registrable securities with demand, piggyback and S-3 registration rights. Under the terms of the investor’s rights agreement, holders of registrable securities will have equivalent registration rights with respect to any additional shares of Common Stock acquired by these holders.

The demand, piggyback and Form S-3 registration rights will terminate on the earliest to occur of (1) the closing of a deemed liquidation event, as defined in the Issuer’s certificate of incorporation, (2) the five-year anniversary of the closing of the initial public offering of the Issuer and (3) with respect to each stockholder, at such time as Rule 144 under the Securities Act of 1933, as amended, or another similar exemption is available for the sale of all of such holder’s shares without limitation during a three-month period without registration.

The foregoing description of the Amended and Restated Investors’ Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Investors’ Rights Agreement, which is filed as an exhibit and incorporated herein by reference.

Lock Up Agreement

On January 13, 2020, Arkin Bio Partnership signed a lock-up letter agreement (the “Lock-Up Agreement”) that prohibits it from offering for sale, selling, contracting to sell, granting any option for the sale of, transferring or otherwise disposing of any shares of the Common Stock, options or warrants to acquire shares of Common Stock or any security or instrument related to the Common Stock, or entering into any swap, hedge or other arrangement that transfers any of the economic consequences of ownership of Common Stock, for a period of 180 days following the date of the prospectus for Keros’ initial public offering without the prior written consent of Jefferies LLC, SVB Leerink LLC and Piper Sandler & Co. on behalf of the underwriters.

The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the Lock-Up Agreement, which is filed as an exhibit and incorporated herein by reference.

Item 7.          Material to be Filed as Exhibits.

The following Exhibits are filed herewith:

1	Joint Filing Agreement by and among the Reporting Persons, dated as of April 20, 2020.

2

Amended and Restated Investors’ Rights Agreement by and among the Issuer and certain of its stockholders, dated as of March 2, 2020 (incorporated herein by reference to Exhibit 4.1 to the registration statement on Form F-1 (file number 333-237212) filed with the Securities and Exchange Commission on March 16, 2020, by the Issuer.)

3	Form of Lock-up Letter Agreement, by and between Arkin Bio Ventures Limited Partnership and Jefferies LLC, SVB Leerink LLC and Piper Sandler & Co. on behalf of the underwriters, dated January 13, 2020.

4	Board resolution of Arkin Bio Venture Partners, Ltd., dated April 20, 2020.

Signatures

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.

Dated: April 20, 2020

	Arkin Bio Ventures Limited Partnership By its General Partner, Arkin Bio Venture Partners, Ltd.
	/s/ Moshe Arkin Name: Moshe Arkin Title: Director Arkin Bio Venture Partners, Ltd.
	/s/ Moshe Arkin Name: Moshe Arkin Title: Director
	/s/ Moshe Arkin Moshe Arkin
	/s/ Alon Lazarus Alon Lazarus