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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001726334 XXXXXXXX LIVE 1 Common Stock, Par Value $0.0001 Per Share 04/17/2025 false 0001664710 492327101 Keros Therapeutics, Inc. 1050 WALTHAM STREET, SUITE 302 LEXINGTON MA 02421 Asaf Shinar 972-9-9725617 Pontifax 14 Shenkar Street Herzliya Pituach L3 4672514 0001726334 N Pontifax Management 4 GP (2015) Ltd. OO N L3 0.00 4787331.00 0.00 4787331.00 4787331.00 N 11.8 PN Y Pontifax (Israel) IV, L.P. WC N L3 0.00 2284612.00 0.00 2284612.00 2284612.00 N 5.6 PN Y Pontifax (Cayman) IV, L.P. WC N E9 0.00 1121045.00 0.00 1121045.00 1121045.00 N 2.8 PN Y Pontifax (China) IV, L.P. WC N E9 0.00 1226412.00 0.00 1226412.00 1226412.00 N 3.0 PN Y Pontifax Late Stage Fund L.P. WC N E9 0.00 155262.00 0.00 155262.00 155262.00 N 0.4 PN Y Pontifax Late Stage GP Ltd. OO N L3 0.00 155262.00 0.00 155262.00 155262.00 N 0.4 PN Common Stock, Par Value $0.0001 Per Share Keros Therapeutics, Inc. 1050 WALTHAM STREET, SUITE 302 LEXINGTON MA 02421 This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission ("SEC") on April 23, 2020 (the "Original Schedule 13D" and together with Amendment No. 1, the "Schedule 13D") as set forth below. Except as specifically amended and supplemented by this Amendment No. 1, the Schedule 13D remains in full force and effect. All capitalized terms contained herein but not otherwise defined shall have the meaning ascribed to such terms in the Schedule 13D. The second sentence of the fifth paragraph of Item 2 of the Original Schedule 13D is amended and restated as follows: "Late Stage GP is the ultimate general partner of Late Stage, and the sole shareholder of Late Stage GP is Shlomo Karako." Item 3 is hereby amended and supplemented with the addition of the following: In November 2020, the IV Funds and Late Stage acquired an aggregate 60,000 shares of Common Stock at a purchase price of $50.00 per share for an aggregate amount of $3,000,000. In November 2022, the IV Funds and Late Stage acquired an aggregate of 7,230 shares of Common Stock at a purchase price of $0.0001 per share pursuant to the exercise of call options for an aggregate amount of $0.72. Item 4 is hereby amended and supplemented with the addition of the following: On April 17, 2025, the IV Funds and Late Stage entered into a Letter Agreement with the Issuer (the "Letter Agreement") pursuant to which the Board of Directors of the Issuer (the "Board") will nominate Mr. Nussbaum, along with its other nominees Mary Ann Gray and Alpna Seth, for election to the Board as directors at the Issuer's 2025 Annual Meeting of Stockholders. Under the Letter Agreement, the IV Funds, Late Stage and their respective affiliates agreed to abide by certain standstill terms. The foregoing description of the Letter Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is filed herewith as Exhibit 3 to this Amendment No. 1 by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed with the SEC on April 18, 2025 (the "Form 8-K") and is incorporated by reference herein. See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons. See rows (7) through (10) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons. See Item 5(a) above. The Reporting Persons have not effected any transactions during the past sixty (60) days in any shares of Common Stock. Item 6 is hereby amended and supplemented with the addition of the following: The Reporting Persons' responses in Item 4 of this Amendment No. 1 are incorporated by reference into this Item 6 Item 7 is hereby amended and supplemented with the addition of the following to the Exhibit Index: 3. Letter Agreement, dated April 17, 2025, by and among the Issuer, the IV Funds and Late Stage (incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on the Form 8-K). Pontifax Management 4 GP (2015) Ltd. /s/ Tomer Kariv Tomer Kariv, Chief Executive Officer 04/18/2025 Pontifax (Israel) IV, L.P. /s/ Tomer Kariv Tomer Kariv, Chief Executive Officer 04/18/2025 Pontifax (Cayman) IV, L.P. /s/ Tomer Kariv Tomer Kariv, Chief Executive Officer 04/18/2025 Pontifax (China) IV, L.P. /s/ Tomer Kariv Tomer Kariv, Chief Executive Officer 04/18/2025 Pontifax Late Stage Fund L.P. /s/ Asaf Shinar Asaf Shinar, Chief Financial Officer 04/18/2025 Pontifax Late Stage GP Ltd. /s/ Asaf Shinar Asaf Shinar, Chief Financial Officer 04/18/2025