Press release
Keros Therapeutics Announces Plan for Return of $375 Million in Excess Capital
Agrees to Repurchase of All Shares Held By ADAR1 Capital Management and Pontifax Venture Capital Plans to Commence Tender Offer to Repurchase up to $194
About this update from Keros Therapeutics, Inc.
[{"type":"text","content":"Agrees to Repurchase of All Shares Held By ADAR1 Capital Management and Pontifax Venture Capital Plans to Commence Tender Offer to Repurchase up to $194 Million of Additional Shares LEXINGTON, Mass., Oct. 15, 2025 (GLOBE NEWSWIRE) -- Keros Therapeutics, Inc. (“Keros” or the “Company”) (Nasdaq: KROS), a clinical-stage biopharmaceutical company focused on developing and commercializing novel therapeutics to treat a wide range of patients with disorders that are linked to dysfunctional signaling of the transforming growth factor-beta (“TGF-ß”) family of proteins, today announced that, as part of its previously announced $375 million capital return program, it has entered into share purchase agreements (the “Purchase Agreements”) to repurchase all of the shares of the Company’s common stock beneficially owned by each of ADAR1 Capital Management (“ADAR1”) and Pontifax Venture Capital (“Pontifax”) at a purchase price of $17.75 per share in cash. The aggregate purchase price for the repurchase is approximately $181 million, which is expected to be funded from the Company’s existing cash and cash equivalents. The transactions are expected to close on October 15, 2025. In connection with the Purchase Agreements, Mr. Ran Nussbaum and Mr. Tomer Kariv have tendered their resignations to the Board of Directors, effective immediately. In connection with its entry into the Purchase Agreements, Keros also today announced that it 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. (“Takeda”) to Keros stockholders. Following the closing of the transactions with ADAR1 and Pontifax, the Company intends to commence a tender offer for up to $194 million in value of shares of the Company’s common stock, subject to market conditions, at a purchase price of $17.75 per share in cash. The Company presently intends to commence the tender offer by the end of October 2025. The Company expects to fund the tender offer from its existing cash and cash equivalents. “We are pleased to have reached these agreements with ADAR1 and Pontifax, and look forward to completing our capital return program in the near term. The capital return program – which includes an additional commitment to distribute future near-term Takeda proceeds – reflects our confiden...