aibioKeros agrees to buy back ADAR1 and Pontifax shares at $17.75, plans tender offer
Tickers KROS
The repurchases are part of a $375 million capital return program. Keros also plans to share 25% of certain net cash from its Takeda license with stockholders.
Key facts
- Company
- Keros Therapeutics, Inc. (NASDAQ: KROS)
- News type
- Mergers
- Primary source
- Keros Therapeutics, Inc. 8-K (2025-10-15)
The buyback from two holders
Keros Therapeutics, Inc. (Nasdaq: KROS) said on October 15, 2025 that it had signed share purchase agreements to buy back all of the common stock held by ADAR1 Capital Management and by Pontifax Venture Capital. The price is $17.75 per share in cash, or about $181 million in total. Keros expects to fund the purchase from existing cash and cash equivalents, and it expects the transactions to close on October 15, 2025.
The purchases are part of a $375 million capital return program that Keros had announced earlier. The release does not give the number of shares the two holders own or what percentage of the company they hold.
Two directors, Ran Nussbaum and Tomer Kariv, resigned from the board effective immediately in connection with the agreements. A Capital Return Committee of independent and disinterested directors oversaw the negotiation, and the full board approved the repurchases and the tender offer. The purchase agreements include customary standstill and voting provisions. Details will be filed on a Form 8-K.
The tender offer and the Takeda payments
After the two closings, Keros intends to start a tender offer for up to $194 million of its common stock, at $17.75 per share in cash, subject to market conditions. The company presently intends to begin the tender by the end of October 2025 and to fund it from existing cash. The release says the tender offer has not commenced and that there is no assurance it will start on these terms or at all. The offer will be made only through an offer to purchase and related materials that Keros expects to file with the SEC when it begins.
Keros also plans to distribute 25% of any net cash proceeds it receives on or before December 31, 2028 from its global license agreement with Takeda Pharmaceuticals U.S.A., Inc. That license covers elritercept, the company's most advanced product candidate, outside mainland China, Hong Kong and Macau. The release does not give the expected size of the Takeda payments or define net cash, so the promise cannot be sized from the release.
Cash, the board and the lead program
Board chair Jean-Jacques Bienaimé said the program reflects confidence in the outlook and that the company is "supported by a strong financial position." The release gives no cash balance, debt figure or runway estimate, so that claim cannot be tested against it.
Daniel Schneeberger, chief investment officer of ADAR1, which is one of the sellers, called the company's commitment to return part of the Takeda revenue a positive step. Goldman Sachs & Co. LLC is Keros's financial advisor on the transactions, and Cooley LLP is its legal counsel.
The release says Keros still targets a first-quarter 2026 start of a Phase 2 trial of KER-065 in Duchenne muscular dystrophy, subject to positive regulatory interaction. That is a target, not a start date. The annual report had described KER-065 in a Phase 1 trial in healthy adult volunteers, with initial data expected in the first quarter of 2025, and the release does not report those data. The TROPOS trial of cibotercept, which the annual report also described for cardiovascular disorders, had been stopped early in January 2025 after a safety review of pericardial effusion events.
Among the risks the release lists are Keros's limited operating history and historical losses, its need to raise additional funding, and its dependence on KER-065 and elritercept.