Keros Therapeutics starts tender offer for up to 10,950,165 shares at $17.75

The offer terms

Keros Therapeutics, Inc. (Nasdaq: KROS) filed a Schedule TO with the SEC on October 20, 2025 to start an issuer tender offer, in which a company offers to buy back its own shares from holders. Keros is offering to buy for cash up to 10,950,165 shares of its common stock, for an aggregate purchase price of up to $194.4 million. The price is $17.75 per share, less any applicable withholding taxes and without interest.

The offer is made under an Offer to Purchase dated October 20, 2025 and a related Letter of Transmittal. The filing states that there were 30,466,069 shares of common stock outstanding as of October 17, 2025. Chief executive Jasbir Seehra signed the filing. Item 13, which covers disclosure under Schedule 13E-3 for going-private transactions, is marked not applicable.

What the filing leaves to other documents

The Schedule TO gives almost no terms itself. It incorporates by reference the Offer to Purchase sections on the number of shares and proration, tendering procedures, withdrawal rights, payment, conditional tenders, the conditions of the offer, and extension, termination or amendment. It also points to the Offer to Purchase for the purpose of the offer, the source of funds, the interests of directors and officers, and the fees and expenses.

That means the reasons for the offer, the source of the cash and the proration rules are not in the filing. The company says it will amend the Schedule TO to reflect material changes to the incorporated information. The filing also says that, to the company's knowledge, no material legal proceedings relating to the tender offer are pending.

Cooley LLP is listed as counsel, with Marc A. Recht, Ryan S. Sansom, Kevin Cooper and William Roegge named under "with copies to." Latham & Watkins LLP, with Gregory P. Rodgers and Nathan Ajiashvili, also appears in that section. The filing does not say what either firm does for the offer.

Agreements filed with the offer

The exhibit list bears on the company's recent moves. A rights agreement dated April 9, 2025 with Computershare Trust Company, N.A. was filed on an 8-K on April 10, 2025. A letter agreement with Pontifax Venture Capital dated April 17, 2025 was filed on an 8-K on April 18, 2025. Two stock purchase agreements dated October 15, 2025, one with ADAR1 and one with Pontifax, are incorporated from the company's 8-K of that date.

The list also includes an exclusive license agreement with Takeda Pharmaceuticals U.S.A., Inc. dated December 3, 2024. The company's 10-K for 2024 ties that license to elritercept and describes it as effective January 16, 2025, for territories outside mainland China, Hong Kong and Macau. Other licenses listed are an agreement with Hansoh (Shanghai) Healthtech Co., Ltd. dated December 12, 2021, with amendments in 2022 and 2023, and an exclusive patent license with The General Hospital Corporation, known as Massachusetts General Hospital, dated April 5, 2016.

Two employment agreements dated August 6, 2025 cover Lorena Lerner and Esther Cho, who the filing lists as general counsel.

The programs behind the offer

The 10-K for 2024 describes Keros as a clinical-stage company focused on TGF-beta family proteins. Its lead programs are cibotercept, known as KER-012, for pulmonary arterial hypertension and cardiovascular disorders; KER-065 for neuromuscular disease, starting with Duchenne muscular dystrophy; and elritercept, known as KER-050, for anemia and thrombocytopenia in myelodysplastic syndromes and myelofibrosis.

The annual report said the company had announced the early termination of the TROPOS trial of cibotercept in January 2025, after a safety review of pericardial effusion events. It also said KER-065 was in a Phase 1 trial in healthy adult volunteers, with initial data expected in the first quarter of 2025. Neither the filing nor the annual report gives those results.

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