SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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Keros Therapeutics, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
492327101 (CUSIP Number) |
Daniel Schneeberger 3503 Wild Cherry Drive, Building 9, Austin, TX, 78738 (512) 254-3790 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/21/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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CUSIP No. | 492327101 |
1 |
Name of reporting person
ADAR1 Capital Management, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
TEXAS
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Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
5,389,264.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
13.27 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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CUSIP No. | 492327101 |
1 |
Name of reporting person
ADAR1 Capital Management GP, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
TEXAS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
4,645,906.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
11.44 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 492327101 |
1 |
Name of reporting person
Daniel Schneeberger | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
TEXAS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
5,389,264.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
13.27 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
(b) | Name of Issuer:
Keros Therapeutics, Inc. | |
(c) | Address of Issuer's Principal Executive Offices:
1050 Waltham Street, Suite 302, Lexington,
MASSACHUSETTS
, 02421. | |
Item 1 Comment:
This Amendment No. 4 ("Amendment No. 4") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on April 11, 2025 (as amended from time to time, the "Schedule 13D"). Except as otherwise stated, the Schedule 13D remains unchanged. Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D. | ||
Item 4. | Purpose of Transaction | |
On August 21, 2025, ADAR1 Capital Management issued a press release (the "August 21 Press Release"), including an open letter, expressing its disappointment with the Board's refusal to engage with ADAR1 Capital Management on the Issuer'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 Issuer's stockholders should the Board continue to refuse ADAR1 Capital Management's invitation to engage.
The foregoing description of the August 21 Press Release does not purport to be complete and is qualified in its entirety by reference to the full text of the August 21 Press Release, which is attached hereto as Exhibit H and is incorporated herein by reference. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | The information contained on the cover pages of this Amendment No. 4 is incorporated herein by reference. | |
(b) | The information contained on the cover pages of this Amendment No. 4 is incorporated herein by reference. | |
(c) | No transactions in the shares of Common Stock have been effected by the Reporting Persons during the past sixty (60) days. | |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The Reporting Persons no longer hold the Long Puts and Short Puts previously reported in the Schedule 13D. | ||
Item 7. | Material to be Filed as Exhibits. | |
Exhibit H: August 21 Press Release |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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