Core Viewpoint - ADAR1 Capital Management, the largest stockholder of Keros Therapeutics, expresses disappointment over the Board's refusal to engage on strategic matters and capital allocation [1][3]. Group 1: Engagement and Communication - ADAR1 previously reached out to Keros' Board to propose an in-person meeting aimed at maximizing stockholder value, especially in light of stockholder dissatisfaction from the 2025 Annual Meeting [2]. - The management team and Board of Keros have declined direct interaction with ADAR1, instead referring them to the Company's financial advisor [3]. Group 2: Valuation and Capital Allocation - ADAR1 believes Keros is undervalued and that its worth is supported by a large cash balance and the net present value of the Takeda partnership for elritercept, suggesting that this value should be distributed to stockholders via a Contingent Value Right (CVR) [4]. - There is concern regarding the lack of updates on the planned return of $375 million in excess capital, with shareholders waiting over two months for a clear plan, specifically urging for a special dividend declaration [6]. Group 3: Future Actions and Board Composition - ADAR1 prefers to collaborate with the Board to realign the Company's strategic direction but warns that if engagement continues to be refused, they will seek to elect new directors at the next Annual Meeting who are willing to listen to stockholder perspectives [7]. - The Company has the potential to create significant long-term value for investors, contingent upon a Board that is open to constructive engagement with stockholders [8].

Core Viewpoint - Keros Therapeutics is responding to a misleading press release from ADAR1 Capital Management, emphasizing the importance of stockholder engagement and the ongoing strategic review process to maximize stockholder value [2][5][6] Company Strategy - The Board of Keros is committed to evaluating strategic alternatives, which may include a sale of the company, continued investment in its pipeline, or returning excess capital to stockholders [3][4] - A strategic committee, composed of independent directors, is leading the review process with the assistance of external financial and legal advisors [3][9] Financial Position - Keros has reinforced its strong cash position, enabling funding for clinical programs and operations into 2029 [4] - The exclusive license agreement with Takeda Pharmaceuticals includes a $200 million upfront payment and potential milestones of up to $1.1 billion, providing a recurring capital source [4] Board Composition - The Keros Board consists of nine directors, all independent except for the CEO, with diverse expertise in biotechnology [7] - The Board's Nominating and Corporate Governance Committee is actively seeking directors with complementary skill sets to enhance oversight of the company's strategy [7] Upcoming Meeting - Keros recommends stockholders vote "FOR" its three director nominees at the upcoming 2025 Annual Meeting scheduled for June 4, 2025 [8]