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ADAR1 Issues Statement on Keros Therapeutics' Troubling 2025 Director Election Results and Insufficient Capital Return Proposal

1. ADAR1 expressed concerns over Keros' Board's capital allocation strategies. 2. Shareholder support for Dr. Gray and Dr. Seth was notably low. 3. CEO acknowledged excess cash hindered decision-making on new competitive indications. 4. Shareholders demand significant capital return and more aggressive cost reductions. 5. ADAR1 threatens to nominate new directors if current strategy persists.

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FAQ

Why Bearish?

Strong pushback from shareholders indicates lack of confidence, which impacts investor sentiment and stock performance. Similar situations in other companies have shown that significant shareholder discontent can lead to a sustained decline in stock prices.

How important is it?

The article outlines direct shareholder discontent and calls for significant changes that could influence capital allocation strategies impacting KROS's future valuation.

Why Short Term?

Immediate investor dissatisfaction could affect stock price swiftly, particularly during the announcement of future dividends or decisions regarding board member nominations.

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KROS
Significant Withhold Votes from Directors Mary Ann Gray and Alpna Seth Underscores Need for Change and a More Disciplined Capital Allocation Strategy , /PRNewswire/ -- ADAR1 Capital Management, LLC (together with its affiliates, "ADAR1" or "We"), the largest stockholder of Keros Therapeutics (Nasdaq: KROS) ("Keros" or the "Company"), today issued the following statement regarding the results of the Company's 2025 Annual Meeting of Stockholders (the "Annual Meeting"): "We believe the outcome of the Annual Meeting underscores what we have consistently conveyed to Keros' Board of Directors: there is broad and growing concern among stockholders regarding the Board's capital allocation decisions and fidelity to stockholder interests. ADAR1 previously disclosed its intention to withhold votes from Dr. Mary Ann Gray and Dr. Alpna Seth at the Annual Meeting. These two directors received among the highest level of shareholder opposition of any directors standing for election in 2025. In our view, this result reflects a substantial loss of stockholder confidence in the Board and clear dissatisfaction with the status quo. With only approximately 34% of outstanding shares voting to elect Dr. Gray and only 37% voting to elect Dr. Seth, the Board must recognize the widespread dissatisfaction with its stewardship of the Company. We appreciate the Company's recent decision to discontinue development of cibotercept in pulmonary arterial hypertension and, finally, implement a reduction in headcount. While these delayed actions are directionally positive, they are wholly insufficient and, in our view, are overshadowed by the Board's baffling decision to return only a modest portion of the Company's excess capital to stockholders. We can think of no credible justification for the Company to retain approximately half of its cash balance given its limited clinical pipeline and commercial prospects. In fact, at an investor conference today, CEO Jasbir Seehra acknowledged that the capital being held exceeds what is needed to fund the Company's current DMD program and may instead be used to pursue other high risk, hyper-competitive indications. Even more troubling is the lack of detail around the proposed capital return ― including the Board's failure to specify the terms, timing and method ― despite its claims to have completed a "thorough" and "comprehensive" review of strategic alternatives. In our view, this reflects a haphazard and incoherent approach to decision-making. In order for the Board to follow through on its stated commitment to maximizing value, it must take immediate and concrete action to reduce costs more aggressively, commit to returning $475 million (i.e., an additional $100 million over the currently proposed amount) to stockholders through a special dividend by the end of Q3 2025, and ensure that stockholders can directly capture the potential cash flow from the Takeda partnership through a contingent value right or similar mechanism, which should be implemented no later than year-end. ADAR1 continues to believe Keros possesses significant upside potential. But realizing that potential will require fresh perspectives in the boardroom and a disciplined, investor-focused approach to capital stewardship. Shareholders have spoken and the current directors do not have the support of a majority of shareholders. If the Board nevertheless insists on clinging to a failed strategy, ADAR1 will not hesitate to hold it accountable, including by nominating new directors for election at the 2026 Annual Meeting. We are committed to ensuring that the will of investors is not ignored, and we will continue engaging with the Company and our fellow investors to see that the desires of stockholders are heard and respected." About ADAR1 Capital ManagementADAR1 Capital Management is an SEC-registered investment manager based in Austin, Texas, focused on public and private equity investments in the life sciences and biotechnology sectors. The firm was founded in October 2018 by Dr. Daniel Schneeberger, who brings over 20 years of experience spanning scientific research, healthcare consulting, institutional investing, and executive leadership in the healthcare industry. He is supported by a team of experienced professionals with deep medical and scientific expertise and a strong track record of biopharmaceutical investing. Contact:[email protected]512-254-3790 SOURCE ADAR1 Capital Management, LLC WANT YOUR COMPANY'S NEWS FEATURED ON PRNEWSWIRE.COM? 440k+ Newsrooms & Influencers 9k+ Digital Media Outlets 270k+ Journalists Opted In

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