ADAR1 Capital Management issued an open letter to the shareholders of Keros Therapeutics (KROS)

Market Cap: $579 million | Keros Therapeutics, Inc., a clinical-stage biopharmaceutical company, develops and commercializes novel therapeutics for patients with disorders that are linked to dysfunctional signaling of the transforming growth factor-beta family of proteins in the United States.

 On April 11, 2025, ADAR1 Capital Management (13.3%) stated its belief that Keros shares are undervalued but raised concerns about the viability of KER-012 and KER-065. They urged the company to consider strategic options, including a buyback, workforce cuts, asset sales, or liquidation, estimating potential value of $40–$50 per share. They are engaging with management and may alter their investment based on developments. Source

On April 17, 2025, Pontifax Management (11.8%) entered into a Letter Agreement with the company, under which the Board agreed to nominate Mr. Nussbaum, Mary Ann Gray, and Alpna Seth for election at the 2025 Annual Meeting. Source

On April 24, 2025, ADAR1 Capital Management demanded that the Board waive or amend the expired nomination deadline, citing recent board actions as breaches of fiduciary duties intended to entrench current directors. Specifically, ADAR1 highlighted the Board's initiation of a strategic review potentially leading to a sale, adoption of a poison pill, and execution of a standstill agreement with Pontifax restricting alternative board nominations. ADAR1 threatened litigation or a "vote no" campaign against certain directors if the Board fails to provide at least a ten-day window for alternative nominations and to cease enforcing the standstill provisions. Source

On May 8, 2025, ADAR1 Capital Management issued an open letter to the shareholders expressing serious concerns about Keros' capital allocation, strategic direction, and prolonged underperformance, highlighting poor clinical results for drug candidates KER-012 and KER-065. Citing a loss of confidence in management and the Board, ADAR1 announced its intention to WITHHOLD votes for the re-election of directors Dr. Mary Ann Gray and Dr. Alpna Seth at the upcoming Annual Meeting on June 4, 2025. ADAR1 also supports significant stockholder representation on the Board, endorsing Ran Nussbaum of Pontifax.

On May 12, 2025, ADAR1 Capital Management released an investor presentation outlining its rationale for withholding votes on the re-election of Dr. Mary Ann Gray and Dr. Alpna Seth to the Keros Board of Directors at the Company’s upcoming Annual Meeting of Stockholders, scheduled for June 4, 2025.

On August 21, 2025, ADAR1 Capital Management issued a press release, including an open letter, expressing its disappointment with the Board's refusal to engage with ADAR1 Capital Management on the company's strategy, capital allocation priorities and Board refreshment, and stating that it will seek to elect new directors at the next annual meeting of the stockholders should the Board continue to refuse ADAR1 Capital Management's invitation to engage.