Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Keros Therapeutics, Inc. (Name of Issuer) |
Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) |
492327101 (CUSIP Number) |
Asaf Shinar Pontifax, 14 Shenkar Street Herzliya Pituach, L3, 4672514 972-9-9725617 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/15/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 492327101 |
| 1 |
Name of reporting person
Pontifax Management 4 GP (2015) Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 492327101 |
| 1 |
Name of reporting person
Pontifax (Israel) IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 492327101 |
| 1 |
Name of reporting person
Pontifax (Cayman) IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 492327101 |
| 1 |
Name of reporting person
Pontifax (China) IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 492327101 |
| 1 |
Name of reporting person
Pontifax Late Stage Fund L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 492327101 |
| 1 |
Name of reporting person
Pontifax Late Stage GP Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, Par Value $0.0001 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 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated to read as follows: As described in Items 4 and 5 below, the Reporting Persons no longer beneficially own any shares of Common Stock. | |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended and supplemented with the addition of the following: On October 15, 2025, certain of the Reporting Persons (collectively, the "Pontifax Parties") and the Issuer entered into a Stock Purchase Agreement (the "Repurchase Agreement"). Pursuant to the Repurchase Agreement, the Pontifax Parties agreed to sell a total of 4,787,331 shares of Common Stock, representing all the shares of Common Stock owned by the Reporting Persons, at a per share price of $17.75, for an aggregate price of $84,975,125.25. Pursuant to the Repurchase Agreement, the Pontifax Parties also agreed to certain standstill restrictions and voting commitments during the Standstill Period (as defined in the Repurchase Agreement), including, among other things, a restriction on the ability of the Pontifax Parties to acquire more than 100,000 shares of Common Stock (subject to certain limited exceptions and adjustments). The Issuer and the Pontifax Parties have also agreed to certain mutual non-disparagement obligations that remain in effect during the Standstill Period. In addition, concurrently with the execution of the Repurchase Agreement, each of Tomer Kariv and Ran Nussbaum, affiliates of the Pontifax Parties, delivered their resignations from the Issuer's board of directors and all committees thereof. The foregoing description of the Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Repurchase Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated to read as follows: As described in Item 4 above, the Reporting Persons no longer beneficially own any shares of Common Stock. |
| (c) | Item 5(c) is hereby amended and restated to read as follows: Except as set forth in Item 4 above, the Reporting Persons have not entered into any transactions in the securities of the Issuer during the past 60 days. |
| (e) | Item 5(e) is hereby amended and restated to read as follows: As of October 15, 2025, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding shares of Common Stock. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended and supplemented with the addition of the following: On October 15, 2025, the Pontifax Parties and the Issuer entered into the Repurchase Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended and supplemented with the addition of the following to the Exhibit Index: 99.1 - Stock Purchase Agreement, dated October 15, 2025, by and among the Issuer and the Pontifax Parties (incorporated by reference to Ex. 2.2 to the Issuer's Current Report on Form 8-K, filed with the SEC on October 15, 2025). |
| 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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