SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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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) |
04/24/2025 (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)
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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)
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6 | Citizenship or place of organization
TEXAS
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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)
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13 | Percent of class represented by amount in Row (11)
13.29 % | ||||||||
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)
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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)
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13 | Percent of class represented by amount in Row (11)
11.46 % | ||||||||
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)
![]() ![]() | ||||||||
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)
13.29 % | ||||||||
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. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D (the "Initial Schedule 13D") filed with the Securities and Exchange Commission on April 11, 2025 to disclose a letter sent by the Reporting Persons to the Board of Directors (the "Board") of Keros Therapeutics, Inc., a Delaware corporation (the "Issuer"). This Amendment No. 1 relates to common stock, par value $0.0001 per share ("Common Stock"), of the Issuer. Except as otherwise stated, the Initial Schedule 13D remains unchanged. | ||
Item 4. | Purpose of Transaction | |
Item 4 of the Initial Schedule 13D is hereby amended and supplemented by the addition of the following:
On April 24, 2025, counsel to ADAR1 Capital Management, LLC sent a letter (the "Letter") to the Board outlining concerns that the Board has taken actions in breach of its fiduciary duties and demanding that that the Board take immediate action to waive or amend the deadline for the Issuer's stockholders to nominate candidates for election to the Board at the annual meeting of the Issuer's stockholders (the "Annual Meeting") scheduled to take place on June 4, 2025.
The foregoing description of the Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter, which is attached hereto as Exhibit C and is incorporated herein by reference.
The Reporting Persons intend to have discussions with the Board and management of the Issuer regarding corporate governance, including the composition of the Board, and may seek representation on the Board. The Reporting Persons may communicate with other shareholders and/or third parties regarding the Issuer and any or all of the foregoing, and may conduct a solicitation of proxies in connection with any matters to be considered at the Annual Meeting. | ||
Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Initial Schedule 13D is hereby amended and supplemented by the addition of the following:
Exhibit C: Letter to the Board dated as of April 24, 2025 |
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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Comments accompanying signature:
N/A |