Keros Therapeutics, Inc. · NASDAQ:KROS
Keros Therapeutics — Proxy Contest (May 2025)
27 slides from Keros Therapeutics's proxy contest presentation, May 19, 2025
Slide 1: On the Right Path to Maximizing Stockholder Value
On the Right Path to Maximizing Stockholder Value May 19, 2025
Slide 2: Disclaimer
B 2 Disclaimer About Keros Keros is 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 TGF-ß family of proteins. Keros is a leader in understanding
Slide 3: Executive Summary
B 3 Executive Summary 1 Performance Peers based on rare hematology companies with significant partnerships and clinical stage DMD peers: GERN, DYN, TRDA, KURA, DNTH. Keros has a world-class management team and Board, multiple novel therapeutic candidates addressing significant unmet patient needs, a
Slide 4: Table of Contents
B 4 Table of Contents Introduction to Keros and Our Long-Term Strategy Keros’ Board is Highly Qualified with the Right Experience to Evaluate Strategic Alternatives and Advance Our Value-Creation Strategy ADAR1’s Misleading Claims are Designed to Fit Their Self-Serving Narrative I II III
Slide 5: Introduction to Keros and Our Long-Term Strategy
Introduction to Keros and Our Long-Term Strategy I
Slide 6: Overview of Keros Today – A Strong Organization Developing a Differentiated Pipeline
B 6 Overview of Keros Today – A Strong Organization Developing a Differentiated Pipeline * We plan to assess development strategy for cibotercept following topline data release of TROPOS clinical trial expected in 2Q25 We have three key assets targeting indications with high unmet clinical need – El
Slide 7: Summary of Takeda Outlicensing Terms to Keros
B Compelling Clinical Profile To Date Summary of Takeda Outlicensing Terms to Keros The Elritercept Transaction Validated Our Scientific Approach and Demonstrated Our Commitment to Capital-Efficient Development ▪ On December 3, 2024, we announced we had entered into an exclusive license agreement wi
Slide 8: KER-065's Dual Inhibition Mechanism Potentially Has a Greater Effect
B 8 KER-065's Dual Inhibition Mechanism Potentially Has a Greater Effect Than Either Myostatin or Activin Inhibition Alone Potential Pharmacodynamic Effects of KER-065 ✓ Offers muscle, bone and fat benefits - Potential to increase muscle mass, decrease fat mass and improve BMD ✓ Reduce muscle injury
Slide 9: KER-065 Phase 1 Trial Supports Advancement into Phase 2 in DMD
B 9 KER-065 Phase 1 Trial Supports Advancement into Phase 2 Trial in DMD and Other Rare Neuromuscular Diseases ✓ KER-065 was generally well-tolerated, with no major safety signals observed to date - No serious adverse events or dose-limiting toxicities reported - Asymptomatic, reversible increases i
Slide 10: Positive Feedback from Leading DMD Experts on KER-065
B 10 We Have Received Positive Feedback from Leading DMD Experts on KER-065 Preclinical and Phase 1 Clinical Data “These preclinical data are very exciting, and I will be delighted to see this progressing to clinic .” Laurent Servais, MD PhD, Professor of Paediatric Neuromuscular Diseases, Oxford “V
Slide 11: Keros is Well-Positioned to Create Value Coming Out of the Strategic Review Process
B 11 Keros is Well-Positioned to Create Value Coming Out of the Strategic Review Process ▪ Keros’ Board acknowledges the underperformance of our stock price, driven by the cibotercept clinical setback, and is laser focused on repositioning Keros for long-term value creation through the strategic rev
Slide 12: Our Previously Announced Strategic Alternatives Review is Underway
B 12 Our Previously Announced Strategic Alternatives Review is Underway and Designed to Maximize Stockholder Value ▪ On April 10, 2025, our Board initiated a formal review process to evaluate strategic alternatives to maximize stockholder value, led by a strategic committee comprised of independent
Slide 13: Keros' Board is Highly Qualified with the Right Experience
Keros’ Board is Highly Qualified with the Right Experience to Evaluate Strategic Alternatives and Advance Our Value-Creation Strategy II
Slide 14: Refreshed Board with the Right Mix of Skills to Drive Value Creation
B Refreshed Board with the Right Mix of Skills to Drive Value Creation Strong Corporate Governance Practices 14 Strong Governance and Highly Qualified Board Overseeing Strategic Execution Leading Corporate Governance ▪ Ongoing Board refreshment and succession planning process led by Nominating and C
Slide 15: A Closer Look at Our Nominees – Mary Ann Gray, Ph.D.
B 15 A Closer Look at Our Nominees – Mary Ann Gray, Ph.D. Independent Director since 2020 President, Gray Strategic Advisors ▪ Chair, Audit Committee ▪ Compensation Committee Current Public Board Experience ▪ BioAtla NASDAQ: BCAB (since 2020) ▪ Compass Therapeutics NASDAQ: CMP (since 2022) ▪ RAPT Th
Slide 16: A Closer Look at Our Nominees – Ran Nussbaum
B 16 A Closer Look at Our Nominees – Ran Nussbaum Independent Director since 2016 Managing Partner and Co-Founder, The Pontifax Group ▪ Compensation Committee Previous Public Board Experience ▪ UroGen Pharma NASDAQ: URGN (2013-2023) ▪ Prevail Therapeutics Inc. NASDAQ: PRVL (2018-2021) ▪ ArQule, Inc.
Slide 17: A Closer Look at Our Nominees – Alpna Seth, Ph.D.
B 17 A Closer Look at Our Nominees – Alpna Seth, Ph.D. Independent Director since 2023 Chair, Compensation Committee ▪ Former CEO, Nura Bio Current Public Board Experience ▪ Bio-TECHNE Corporation NASDAQ: TECH (since 2017) ▪ Dr Reddy’s Laboratories NYSE: RDY (since 2023) Education ▪ M.S., Pharmacolo
Slide 18: Board's Deep and Diverse Experience and Investor Representation
B 18 ▪ Keros’ Board collectively has deep and diverse range of experience across the biotechnology and pharmaceutical sectors, including drug discovery, clinical development, regulatory strategy, and commercialization ▪ All nine directors bring extensive experience in senior leadership roles at biop
Slide 19: ADAR1's Misleading Claims are Designed to Fit Their Self-Serving Narrative
ADAR1’s Misleading Claims are Designed to Fit Their Self-Serving Narrative III
Slide 20: Keros History of Engagement With ADAR1
B Keros History of Engagement With ADAR1 April 10, 2025 Co. announced strategic alternatives review process and adoption of limited duration stockholder rights plan April 11, 2025 ADAR1 filed a Schedule 13D disclosing a ~13.3% ownership stake and summarizing its April 7 letter April 29, 2025 Co. met
Slide 21: We Manage Our Clinical Programs With a Data-Driven Approach
B 21 We Manage Our Clinical Programs With a Data-Driven Approach, and Will Inform Cibotercept Clinical Development With TROPOS Data NOAEL= no observed adverse effect level; BSAP = bone specific alkaline phosphatase; BMD = bone mineral density; MAD = multiple ascending dose Note: 1. Sannajust S et al
Slide 22: Continuing to Review Cibotercept Future Development Plans
B 22 We Are Continuing to Review Cibotercept Future Development Plans and Will Make Decisions with the Goal of Maximizing Value For Our Stockholders Key Theme Potential development path forward for cibotercept (KER-012) The Facts We expect to report data in the second quarter of 2025 from the Phase
Slide 23: In Phase 1, KER-065 Met Primary Objectives for Safety, Tolerability and PK/PD
B 23 In Phase 1, KER-065 Met Primary Objectives for Safety, Tolerability and PK/PD, with No Dose-Limited Toxicities Reported Key Theme Safety profile of KER-065 The Facts KER-065 Phase 1 Trial met key objectives for safety, tolerability, pharmacokinetics and pharmacodynamics - no dose-limiting toxic
Slide 24: KER-065 Phase 1 Data Provided Early Evidence of Activin Inhibition
B 24 KER-065 Phase 1 Data Provided Early Evidence of Activin Inhibition in Key Tissues Associated with DMD 1. Lema E et al 2024 FASEB TGF-β Superfamily conference Key Theme Efficacy Profile of KER-065 ✓ Drawing conclusions from cross-trial comparisons is scientifically inappropriate. For example, th
Slide 25: ADAR1 Claims About Our R&D Expenditure are Overstated
B 25 ADAR1 Claims About Our R&D Expenditure are Overstated When Accounting for Elritercept R&D Spend Source: Publicly filed financings. The Facts A significant portion of our R&D expense in the last 3 years is attributable to elritercept, which is now outlicensed to Takeda $166M $(55)M $112M ADAR1 C
Slide 26: Board Adopted a Stockholder Rights Plan
B The Board adopted a stockholder rights plan to disenfranchise stockholders The Board adopted the rights plan in response to significant and rapid accumulations of the Company’s common stock by a number of investors who have indicated a desire to influence the control of Keros – including ADAR1. Th
Slide 27: Conclusion
B 27 Conclusion Management and Board have overseen the development of three key assets targeting indications with high unmet medical need which already led to the successful out-licensing of elritercept We have substantial investor and stockholder perspectives represented on the Board Our Board is a