8-K
Keros Therapeutics, Inc. (KROS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2025
Keros Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39264 | 81-1173868 |
|---|---|---|
| (state or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 1050 Waltham Street, Suite 302<br><br>Lexington, Massachusetts | 02421 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (617) 314-6297
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br>Symbol | Name of each exchange<br><br>on which registered |
|---|---|---|
| Common Stock, $0.0001 par value per share | KROS | The Nasdaq Stock Market LLC |
| Preferred Share Purchase Rights | N/A | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Lorena Lerner as Chief Scientific Officer
On August 6, 2025, Keros Therapeutics, Inc. (the “Company”) announced that Lorena Lerner, Ph.D., has been appointed to serve as the Company’s Chief Scientific Officer, effective as of August 6, 2025.
Dr. Lerner, age 54, has served as the Company's Senior Vice President, Research since January 2024. Prior to that, Dr. Lerner served as the Company's Vice President, Research beginning in May 2022. From September 2017 to May 2022, Dr. Lerner held multiple positions of increasing responsibility at Oncorus, Inc., including Senior Director, Molecular Biology from September 2017 to December 2018, Vice President, Molecular Biology from January 2019 to November 2021 and Vice President, Research from December 2021 to May 2022. Prior to Oncorus, Inc., Dr. Lerner worked at Quiet Therapeutics from 2016 to 2017, at Scholar Rock Holding Corporation from 2015 to 2016 and at AVEO Pharmaceuticals, Inc. from 2003 to 2015. Dr. Lerner received an M.S. in Molecular Biology and a Ph.D. in Biochemistry from the University of Buenos Aires. She completed her postdoctoral work at The Rockefeller University.
In connection with Dr. Lerner’s employment, the Company entered into an employment agreement, dated August 6, 2025 (the “Lerner Employment Agreement”), which sets forth certain terms of Dr. Lerner’s employment, effective as of August 6, 2025 (the “Start Date”).
Pursuant to the Lerner Employment Agreement, Dr. Lerner serves as the Company’s Chief Scientific Officer as of the Start Date. The employment of Dr. Lerner is “at will” and the Lerner Employment Agreement continues until terminated by either party.
Pursuant to the terms of the Lerner Employment Agreement, Dr. Lerner is entitled to an initial annual base salary of $425,000 and an annual discretionary bonus with a target amount equal to 40% of her annual base salary.
Dr. Lerner is eligible to participate in the employee benefit plans generally available to the Company’s employees, and is subject to customary confidentiality covenants, as well as a non-competition and non-solicitation covenant for a period of 12 months following her termination of employment.
Dr. Lerner is entitled to certain severance benefits, subject to specific requirements, including signing and not revoking a separation agreement and release of claims. Cause, change of control, disability and good reason are defined in the Lerner Employment Agreement.
In the event Dr. Lerner is terminated by the Company involuntarily without cause (and not due to death or disability) or she resigns for good reason, in each case, not in connection with a change of control, then Dr. Lerner is entitled to cash severance equal to continued base salary payments for nine months and payment of COBRA premiums for up to nine months.
If within one month before or within 12 months following a change of control, Dr. Lerner is terminated by the Company or successor involuntarily without cause (and not due to death or disability) or she resigns for good reason, Dr. Lerner is entitled to the following: (a) cash severance equal to continued base salary payments for 12 months; (b) a lump sum payment equal to 100% of her target bonus for the year of termination; (c) payment of COBRA premiums for up to 12 months; and (d) acceleration of all of her unvested and outstanding equity time-based vesting awards.
There are no arrangements or understandings between Dr. Lerner and any other person pursuant to which Dr. Lerner was selected as the Company’s Chief Scientific Officer. Other than with respect to the Lerner Employment Agreement, there are no transactions to which the Company is a party and in which Dr. Lerner has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. Dr. Lerner has no family relations with any directors or executive officers of the Company.
The foregoing description of the Lerner Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lerner Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
In connection with her appointment as Chief Scientific Officer, the Company will enter into its standard form of indemnification agreement with Dr. Lerner. The indemnification agreement will provide, among other things, that the
Company will indemnify Dr. Lerner for certain expenses, including damages, judgments, fines, penalties, settlements and costs and attorneys’ fees and disbursements, incurred in any claim, action or proceeding arising in her capacity as an executive officer or in connection with service at the Company’s request for another corporation or entity.
Departure of Christopher Rovaldi as President and Chief Operating Officer
On August 6, 2025, the Company announced that Christopher Rovaldi will cease serving as the President and Chief Operating Officer of the Company, effective as of August 18, 2025 (the “Separation Date”).
In connection with the cessation of his employment, Mr. Rovaldi has entered into a separation and release agreement with the Company, effective as of August 18, 2025 (the “Separation Agreement”). Pursuant to the Separation Agreement, Mr. Rovaldi will provide up to 20 hours of consulting services to the Company for the three-month period following the Separation Date until November 18, 2025 (the “Consulting Period”). As consideration for his consulting services in excess of 20 hours during the Consulting Period, the Company will pay Mr. Rovaldi an hourly fee of $425.00. In addition, the Company will provide Mr. Rovaldi with (a) cash severance equivalent to nine months of Mr. Rovaldi’s base salary in effect as of the Separation Date, (b) reimbursement of COBRA healthcare premium costs for the same level of coverage he had during employment until the earlier of (i) nine months, (ii) the expiration of Mr. Rovaldi’s eligibility for the continuation coverage, or (iii) the date Mr. Rovaldi becomes eligible for substantially equivalent healthcare coverage through another source, (c) acceleration of vesting of an aggregate of 19,800 shares of the Company’s common stock subject to his unvested restricted stock units, effective upon the expiration of the Consulting Period and (d) reimbursement of outplacement services used by Mr. Rovaldi (up to $10,000) for a period not to exceed one year following the Separation Date. The Separation Agreement also contains confidentiality, non-competition, non-disparagement and non-solicitation covenants and a release of claims by Mr. Rovaldi.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Entry into Employment Agreement with Esther Cho
On August 6, 2025, the Company entered into an employment agreement with Esther Cho, the Company’s Senior Vice President, General Counsel (the “Cho Employment Agreement”), effective as of August 6, 2025.
Ms. Cho, age 36, has served as our Senior Vice President, General Counsel since February 2023, and also serves as our Secretary. Prior to that, Ms. Cho served as our Head of Legal beginning in April 2020. Prior to joining us, Ms. Cho was an associate at Cooley LLP, where she represented life science companies in a wide variety of matters through all stages of their life cycle. Ms. Cho received a J.D. from Boston University School of Law and a B.A. in History from University of Pennsylvania.
The employment of Ms. Cho is “at will” and the Cho Employment Agreement continues until terminated by either party. Pursuant to the terms of the Cho Employment Agreement, Ms. Cho is entitled to an initial annual base salary of $460,000 and an annual discretionary bonus with a target amount equal to 40% of her annual base salary.
Ms. Cho is eligible to participate in the employee benefit plans generally available to the Company’s employees, and is subject to customary confidentiality covenants, as well as a non-competition and non-solicitation covenant for a period of 12 months following her termination of employment.
Ms. Cho is entitled to certain severance benefits, subject to specific requirements, including signing and not revoking a separation agreement and release of claims. Cause, change of control, disability and good reason are defined in the Cho Employment Agreement.
In the event Ms. Cho is terminated by the Company involuntarily without cause (and not due to death or disability) or she resigns for good reason, in each case, not in connection with a change of control, then Ms. Cho is entitled to cash severance equal to continued base salary payments for nine months and payment of COBRA premiums for up to nine months.
If within one month before or within 12 months following a change of control, Ms. Cho is terminated by the Company or successor involuntarily without cause (and not due to death or disability) or she resigns for good reason, Ms. Cho is entitled to the following: (a) cash severance equal to continued base salary payments for 12 months; (b) a lump sum payment equal to
100% of her target bonus for the year of termination; (c) payment of COBRA premiums for up to 12 months; and (d) acceleration of all of her unvested and outstanding equity time-based vesting awards.
There are no arrangements or understandings between Ms. Cho and any other person pursuant to which the Cho Employment Agreement was entered into. Other than with respect to the Cho Employment Agreement, there are no transactions to which the Company is a party and in which Ms. Cho has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. Ms. Cho has no family relations with any directors or executive officers of the Company.
The foregoing description of the Cho Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cho Employment Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
In connection with the Cho Employment Agreement, the Company will enter into its standard form of indemnification agreement with Ms. Cho. The indemnification agreement will provide, among other things, that the Company will indemnify Ms. Cho for certain expenses, including damages, judgments, fines, penalties, settlements and costs and attorneys’ fees and disbursements, incurred in any claim, action or proceeding arising in her capacity as an executive officer or in connection with service at the Company’s request for another corporation or entity.
Transition of Jasbir Seehra from Chief Executive Officer and Chair of the Board of Directors to President, Chief Executive Officer and Director
On August 6, 2025, the Board of Directors (the “Board”) of the Company appointed Jasbir Seehra, Chief Executive Officer of the Company, to the additional position of President of the Company, effective as of August 18, 2025. Additionally, Dr. Seehra, who currently serves as Chair of the Board, will cease serving in this role, effective as of August 18, 2025, but will continue to serve as a member of the Board.
Appointment of Jean-Jacques Bienaimé as Chair of the Board
On August 6, 2025, the Board appointed Jean-Jacques Bienaimé as Chair of the Board, effective as of August 18, 2025. In connection with Mr. Bienaimé’s appointment as Chair of the Board, he will be entitled to receive a $30,000 additional annual cash retainer pursuant to the Company’s amended and restated non-employee director compensation policy.
Item 7.01 Regulation FD Disclosure.
On August 6, 2025, the Company updated its corporate presentation for use in meetings with investors, analysts and others. The presentation is available through the Company’s website and a copy is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 to Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section. The information contained in this Item 7.01 and in Exhibit 99.1 to this Current Report on Form 8-K is not incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On August 6, 2025, the Company issued a press release concerning recent organizational changes to the Company, including the appointment of Dr. Lerner, Ph.D., as the Company's Chief Scientific Officer, effective as of the Start Date, and the cessation of Mr. Rovaldi's employment, effective as of the Separation Date.
A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | |
|---|---|
| No. | Description |
| 99.1 | Corporate Presentation dated August 2025. |
| 99.2 | Press Release dated August 6, 2025. |
| 10.1 | Employment Agreement by and between Keros Therapeutics, Inc. and Lorena Lerner, dated as of August 6, 2025. |
| 10.2 | Separation and Release Agreement by and between Keros Therapeutics, Inc. and Christopher Rovaldi, dated as of August 6, 2025. |
| 10.3 | Employment Agreement by and between Keros Therapeutics, Inc. and Esther Cho, dated as of August 6, 2025. |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KEROS THERAPEUTICS, INC. | |
|---|---|
| By: | /s/ Jasbir Seehra |
| Jasbir Seehra, Ph.D.<br><br>Chief Executive Officer |
Dated: August 6, 2025
Document
Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), by and between Keros Therapeutics, Inc. (the “Company”), and Lorena Lerner (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”), is effective as of August 6, 2025 (the “Effective Date”).
R E C I T A L S
WHEREAS, on May 9, 2022, the Executive was employed as the Vice President, Research of the Company, pursuant to the terms of the March 30, 2022 offer letter (the “Original Offer Letter”);
WHEREAS, as of January 1, 2024, the Executive’s status was changed from Vice President, Research to Senior Vice President, Research, pursuant to that certain Promotion Letter, effective January 1, 2024 (the Original Offer Letter and Promotion Letter collectively referred to as the “Offer Letter”).
WHEREAS, the Company desires to employ Executive as its Chief Scientific Officer following the Effective Date pursuant to the terms of the Agreement, which shall amend, restate, and supersede the Offer Letter in its entirety; and
WHEREAS, Executive desires to accept such employment and enter into such an agreement.
A G R E E M E N T
NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the Parties agree as follows:
1.Duties and Scope of Employment.
(a)Positions and Duties. As of the Effective Date, Executive will serve as Chief Scientific Officer of the Company. Executive will render such business and professional services in the performance of Executive’s duties, consistent with Executive's position within the Company, as shall reasonably be assigned to Executive by the Company’s Chief Executive Officer. The period of Executive’s at-will employment under the terms of this Agreement is referred to herein as the “Employment Term.”
(b)Obligations. During the Employment Term, Executive will perform Executive’s duties faithfully and to the best of Executive’s ability and will devote Executive’s full business efforts and time to the Company. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Company’s Board of Directors (the “Board”).
2.At-Will Employment. Subject to Sections 7, 8, and 9 below, the parties agree that Executive's employment with the Company will be “at-will” employment and may be terminated at any time with or without cause or notice, for any reason or no reason. Executive understands and agrees that neither Executive’s job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of Executive’s employment with the Company.
3.Compensation.
(a)Base Salary. During the Employment Term, the Company will pay Executive as compensation for Executive’s services a base salary of $425,000 per year, as modified from time to time at the discretion of the Board or a duly constituted committee of the Board (the “Base Salary”). The Base Salary will be paid in regular installments in accordance with the Company’s normal payroll practices (subject to required withholding). Any increase or decrease in Base Salary (together with the then existing Base Salary) shall serve
as the “Base Salary” for future employment under this Agreement. The first and last payment will be adjusted, if necessary, to reflect a commencement or termination date other than the first or last working day of a pay period.
(b) Annual Bonus. During the Employment Term, Executive will also be eligible to earn an annual discretionary bonus with a target amount equal to forty percent (40%) of the Base Salary (“Target Bonus”). The amount of this bonus, if any, will be determined in the sole discretion of the Board and based, in part, on Executive’s performance and the performance of the Company during the calendar year. The Company will pay Executive this bonus, if any, by no later than March 1st of the following calendar year. The bonus is not earned until paid and no pro-rated amount will be paid if Executive’s employment terminates for any reason prior to the payment date.
(c)Equity Awards. During the Employment Term, Executive will be eligible to receive awards of stock options, restricted stock units or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or a committee of the Board shall determine in its discretion whether Executive shall be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time. Any equity awards received by Executive up to the date hereof shall remain subject to the terms of any applicable plan or award agreement.
4.Employee Benefits. During the Employment Term, Executive will be eligible to participate in the employee benefit plans currently and hereafter maintained by the Company of general applicability to other senior executives of the Company, including, without limitation, the Company’s group medical, dental, vision, disability, life insurance, and flexible-spending account plans. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.
5.Vacation. Executive will be eligible to accrue a maximum of three (3) weeks paid vacation per year, in accordance with the Company’s vacation policy. On the fifth (5th)-year anniversary of Executive’s start date, Executive shall be eligible to accrue a maximum of four (4) weeks paid vacation per year, in accordance with the Company’s vacation policy. Vacation must be used in the calendar year it is accrued or it will be forfeited (unless otherwise prohibited by applicable law), subject to one (1) week of such accrued and unused vacation which may carried over to the subsequent year, in accordance with the Company’s vacation policy. Vacation shall be taken subject to the demands of the Company’s business and Executive’s obligations as an employee of the Company with a substantial degree of responsibility.
6.Business Expenses. During the Employment Term, the Company will reimburse Executive for reasonable business travel, entertainment or other business expenses incurred by Executive in the furtherance of or in connection with the performance of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect from time to time.
7.Termination on Death or Disability.
(a)Effectiveness. Executive’s employment will terminate automatically upon Executive’s death or, upon fourteen (14) days prior written notice from the Company, in the event of Disability (as defined below).
(b)Effect of Termination. Upon any termination for death or Disability, Executive (or Executive’s estate, as applicable) shall be entitled to: (i) Executive’s Base Salary through the effective date of termination; (ii) in the event of a Disability, the right to continue health care benefits under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”), at Executive’s cost, to the extent required and available by law; (iii) reimbursement of expenses for which Executive is entitled to be reimbursed pursuant to Section 6 above, but for which Executive has not yet been reimbursed; and (iv) no other severance or benefits of any kind, unless required by law or pursuant to any other written Company plans or policies, as then in effect.
8.Involuntary Termination for Cause; Resignation Without Good Reason.
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(a)Effectiveness. Notwithstanding any other provision of this Agreement, the Company may terminate Executive’s employment at any time for Cause (as defined below) or Executive may resign from Executive’s employment with the Company at any time without Good Reason (as defined below). Termination for Cause, or Executive’s resignation without Good Reason, shall be effective on the date either Party gives notice to the other Party of such termination in accordance with this Agreement unless otherwise agreed by the Parties. In the event that the Company accelerates the effective date of a resignation, such acceleration shall not be construed as a termination of Executive’s employment by the Company or deemed Good Reason for such resignation.
(b)Effect of Termination. In the case of the Company’s termination of Executive’s employment for Cause, or Executive’s resignation without Good Reason, Executive shall be entitled to receive: (i) Base Salary through the effective date of the termination or resignation, as applicable; (ii) reimbursement of all business expenses for which Executive is entitled to be reimbursed pursuant to Section 6 above, but for which Executive has not yet been reimbursed; (iii) the right to continue health care benefits under COBRA, at Executive’s cost, to the extent required and available by law; and (iv) no other severance or benefits of any kind, unless required by law or pursuant to any other written Company plans or policies, as then in effect.
9.Involuntary Termination Without Cause and Resignation for Good Reason.
(a)Effect of Termination. The Company shall be entitled to terminate Executive with or without Cause at any time, subject to the following:
(i)Involuntary Termination by Company Without Cause or by Executive for Good Reason not in Connection with a Change in Control. If Executive is terminated by the Company involuntarily without Cause (excluding any termination due to death or Disability) or Executive resigns for Good Reason, then, subject to the limitations of Sections 9(b) and 25 below, and in addition to all accrued but unpaid salary through the termination date and reimbursement for reasonable outstanding business expenses, Executive shall be entitled to receive:
(1)continuing payment of Executive’s Base Salary, as then in effect (less applicable withholding), for a period of nine (9) months from the date of such termination, to be paid in continuing installments in accordance with the Company’s normal payroll practices and Section 9(b) below.
(2)if Executive is eligible for and timely elects to continue health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”), the Company will pay, on Executive’s behalf, on a monthly basis, the total cost of COBRA premiums for Executive and Executive’s eligible dependents, if any, until the earlier of (i) nine (9) months from Separation Date, (ii) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (iii) such time as Executive becomes employed by another employer or self-employed through which you are eligible for health insurance (thereafter, Executive will be responsible for all COBRA premium payments, if any). Executive will be required to notify the Company immediately if Executive becomes eligible to enroll for health coverage under an insurance plan of a subsequent employer. For purposes of this Section, any applicable insurance premiums that are paid by the Company will not include any amounts payable by Executive under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of Executive.
(3)no other severance payments or benefits of any kind, unless required by law or pursuant to any written Company plans or policies, as then in effect.
(ii)Involuntary Termination by Company without Cause or by Executive for Good Reason in Connection with a Change of Control. If within one (1) month before or within twelve (12) months following a Change of Control (as defined below), Executive is involuntarily terminated by the Company or successor corporation for a reason without Cause (excluding any termination due to death or Disability), or Executive resigns for Good Reason, then, subject to the limitations of Sections 9(b) and 25 below, and in
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addition to all accrued but unpaid salary through the termination date and reimbursement for reasonable outstanding business expenses, Executive shall be entitled to receive:
(1)continuing payment of Executive’s Base Salary, as then in effect (less applicable withholding), for a period of twelve (12) months from the date of such termination, to be paid in continuing installments in accordance with the Company’s normal payroll practices and Section 9(b) below.
(2)a payment equal to one hundred percent (100%) of the Target Bonus for the year in which Executive’s employment is terminated. The Company shall pay the Target Bonus, subject to standard deductions and withholdings, in a lump sum on the first regularly scheduled payroll date following the date the Release becomes effective and can no longer be revoked provided that, if the release execution period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year.
(3)if Executive is eligible for and timely elects to continue health insurance coverage under COBRA, the Company will pay, on Executive’s behalf, on a monthly basis, the total cost of COBRA premiums for Executive and Executive’s eligible dependents, if any, until the earlier of (i) twelve (12) months from Separation Date, (ii) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (iii) such time as Executive becomes employed by another employer or self-employed through which you are eligible for health insurance (thereafter, Executive will be responsible for all COBRA premium payments, if any). Executive will be required to notify the Company immediately if Executive becomes eligible to enroll for health coverage under an insurance plan of a subsequent employer. For purposes of this Section, any applicable insurance premiums that are paid by the Company will not include any amounts payable by Executive under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of Executive.
(4)Executive shall be entitled to acceleration of one hundred percent (100%) of Executive’s then-unvested and outstanding time-based vesting equity awards.
(5)No other severance or benefits of any kind, unless required by law or pursuant to any written Company plans or policies, as then in effect.
(b)Conditions Precedent. Any severance payments contemplated by Section 9(a) above are conditional on Executive: (i) continuing to comply with the terms of this Agreement and the Confidential Information Agreement (as defined below); and (ii) signing and not revoking a separation agreement and release of known and unknown claims in the form provided by the Company (including but not limited to non-competition, nondisparagement, and cooperation provisions) (the “Release”) and which will be provided by the Company no later than seven (7) days after the termination date and provided that such Release becomes effective and irrevocable no later than sixty (60) days following the termination date or such earlier date required by the release (such deadline, the “Release Deadline”). If the Release does not become effective by the Release Deadline, Executive will forfeit any rights to severance or benefits under this Section 9 or elsewhere in this Agreement. Any severance payments or other benefits under this Agreement that would be considered Deferred Compensation Separation Benefits (as defined in Section 25) will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 25(b). Except as required by Section 25(b), any installment payments that would have been made to Employee during the sixty (60)-day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement, unless subject to the six (6)-month payment delay described herein. Any severance payments under this Agreement that would not be considered Deferred Compensation Separation Benefits will be paid on, or, in the case of installments, will not commence until, the first payroll date that occurs at least five (5) business days after the date the Release becomes effective and any installment payments that would have been made to Executive during the period prior to the date the Release becomes effective following Executive’s separation from service but for the preceding sentence will be paid to Executive on the first payroll date that occurs after leave five (5) business days after the date the Release becomes effective. Notwithstanding the foregoing, this Section 9(b) shall not limit Executive’s ability to obtain (i) expense reimbursements under Section 6; (ii) any compensation or benefits otherwise required or available by law, including but not limited to Executive’s Base Salary through the effective date of the termination, and Executive’s right to continue health care benefits under
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COBRA, at Executive’s cost; or (iii) any other compensation or benefits in accordance with written Company plans or policies, as then in effect.
10.Indemnification. Regardless of the manner of Executive’s termination, Executive will be indemnified to the extent permitted by law, for claims brought against Executive during or after Executive’s employment for the Company. The Company will indemnify Executive to the extent permitted by its charter and bylaws and by applicable law against all costs, charges and expenses, including, without limitation, attorneys' fees, incurred or sustained by me in connection with any action, suit or proceeding to which Executive may be made a party by reason of being an officer, director or employee of the Company. In connection with the foregoing, Executive will be covered under any liability insurance policy that protects other officers of the Company. The Company will provide Executive its standard indemnification agreement, which is subject to approval by the Board of Directors and is consistent with the agreement for the other directors and officers of the Company.
11.Definitions.
(a)Cause. For purposes of this Agreement, “Cause” shall mean: (i) Executive’s continued failure to substantially perform the material duties and obligations under this Agreement (for reasons other than death or Disability), which failure, if curable within the discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such failure; (ii) Executive’s failure or refusal to comply with the policies, standards and regulations established by the Company from time to time which failure, if curable in the discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice of such failure from the Company; (iii) any act of personal dishonesty, fraud, embezzlement, misrepresentation, or other unlawful act committed by Executive that benefits Executive at the expense of the Company; (iv) the Executive’s violation of a federal or state law or regulation applicable to the Company’s business; (v) the Executive’s violation of, or a plea of nolo contendre or guilty to, a felony under the laws of the United States or any state; or (vi) the Executive’s material breach of the terms of this Agreement or the Confidential Information Agreement (defined below).
(b)Change of Control. For purposes of this Agreement, “Change of Control” shall have the meaning attributed to such term in the 2020 Equity Incentive Plan (the "2020 Plan").
(c)Disability. For purposes of this Agreement, “Disability” means that Executive, at the time notice is given, has been unable to substantially perform Executive’s duties under this Agreement for not less than one-hundred and twenty (120) work days within a twelve (12) consecutive month period as a result of Executive’s incapacity due to a physical or mental condition and, if reasonable accommodation is required by law, after any reasonable accommodation. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law.
(d)Good Reason. For purposes of this Agreement, “Good Reason” means: (i) a material reduction of Executive’s duties, position or responsibilities; (ii) a material reduction in Executive’s Base Salary (other than a reduction of not more than ten percent (10%) that is applicable to similarly situated executives of the Company); (iii) a material breach of this Agreement by the Company; or (iv) a material change in the geographic location of Executive’s primary work facility or location; provided, that a relocation of less than fifty (50) miles from Executive’s then present location will not be considered a material change in geographic location. Executive will not be deemed to have resigned for Good Reason unless (i) Executive first provides the Company with written notice of Executive’s intent to resign for Good Reason with a reasonable description of the acts or omissions allegedly constituting the grounds for “Good Reason” within thirty (30) days of the initial existence of the grounds for “Good Reason,” (ii) Executive provides the Company with reasonable cure period of not less than thirty (30) days following the date of such notice if such act or omission is capable of cure and (iii) Executive subsequently resigns within thirty (30) days following the expiration of the Company cure period.
(e)Company Matters.
(f)Proprietary Information and Inventions. During the Employment Term, Executive will receive and have access to the Company’s confidential information and trade secrets. Accordingly, enclosed
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with this Agreement is an Employee Confidential Information and Inventions Assignment Agreement (the “Confidential Information Agreement”), which contains restrictive covenants and prohibits unauthorized use or disclosure of the Company’s confidential information and trade secrets, among other obligations. Executive agrees to review the Confidential Information Agreement and only sign it after careful consideration.
(g)Resignation on Termination. On termination of Executive’s employment, regardless of the reason for such termination, Executive shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that Executive may hold in the Company or any affiliate, unless otherwise agreed in writing by the Parties.
(h)Notification of New Employer. In the event that Executive leaves the employ of the Company, Executive grants consent to notification by the Company to Executive’s new employer about Executive’s rights and obligations under this Agreement and the Confidential Information Agreement.
12.Arbitration. To ensure the timely and economical resolution of disputes that may arise in connection with Executive’s employment with the Company, Executive and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement, Confidential Information Agreement, or Executive’s employment, or the termination of Executive’s employment, including but not limited to all statutory claims (including, but not limited to, the Massachusetts Antidiscrimination Act, Mass. Gen. Laws ch.151B and the Massachusetts Wage Act, Mass. Gen. Laws ch. 149), will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and confidential arbitration by a single arbitrator conducted in Boston, Massachusetts by Judicial Arbitration and Mediation Services Inc. (“JAMS”) under the then applicable JAMS rules (at the following web address: https://www.jamsadr.com/rules-employment-arbitration/). A hard copy of the rules will be provided to Executive upon request. By agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. This arbitration provision shall not apply to any claim or cause of action to the extent applicable law prohibits subject such claim or cause of action to mandatory arbitration and such applicable law is not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”), such as non-individual claims that cannot be waived under applicable law, claims or causes of action alleging sexual harassment or a nonconsensual sexual act or sexual conduct, or unemployment or workers’ compensation claims brought before the applicable state government agency. In the event Executive or the Company intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other claims will remain subject to mandatory arbitration. Nothing herein prevents Executive from filing and pursuing proceedings before a federal or state government agency, although if Executive chooses to pursue a claim following the exhaustion of any applicable administrative remedies, that claim would be subject to this arbitration provision. In addition, with the exception of Excluded Claims arising out of 9 U.S.C § 401 et. seq., all claims, disputes, or causes of action under this section, whether by Executive or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. Executive acknowledges that by agreeing to this arbitration procedure, Executive and the Company waive all rights to have any dispute be brought, heard, administered, resolved, or arbitrated on a class, representative, or collective action basis. The Arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. The Company acknowledges that Executive will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration under this Agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award; and (c) be authorized to award any or all remedies that Executive or the Company would be entitled to seek in a court of law. Executive and the Company shall equally share all JAMS’ arbitration fees. Except as modified in the Confidential Information Agreement, each party is responsible for its own attorneys’ fees. Nothing in this Agreement is intended to prevent either Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any
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awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction.
13.Assignment. This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of Executive upon Executive's death and (b) any successor of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance or other disposition of Executive’s right to compensation or other benefits will be null and void.
14.Notices. All notices, requests, demands and other communications called for under this Agreement shall be in writing and shall be delivered via e-mail, personally by hand or by courier, mailed by United States first-class mail, postage prepaid, or sent by facsimile directed to the Party to be notified at the address or facsimile number indicated for such Party on the signature page to this Agreement, or at such other address or facsimile number as such Party may designate by ten (10) days’ advance written notice to the other Parties hereto. All such notices and other communications shall be deemed given upon personal delivery, three (3) days after the date of mailing, or upon confirmation of facsimile transfer or e-mail. Notices sent via e-mail under this Section shall be sent to either the e-mail address in this Agreement, or for e-mails sent by the Company to Executive, to the last e-mail address on file with the Company.
15.Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without said provision.
16.Integration. This Agreement, together with the 2020 Plan, applicable award agreements and the Confidential Information Agreement represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto.
17.Tax Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes.
18.Waiver. No Party shall be deemed to have waived any right, power or privilege under this Agreement or any provisions hereof unless such waiver shall have been duly executed in writing and acknowledged by the Party to be charged with such waiver. The failure of any Party at any time to insist on performance of any of the provisions of this Agreement shall in no way be construed to be a waiver of such provisions, nor in any way to affect the validity of this Agreement or any part hereof. No waiver of any breach of this Agreement shall be held to be a waiver of any other subsequent breach
19.Governing Law. This Agreement will be governed by the laws of the State of Massachusetts (with the exception of its conflict of laws provisions).
20.Acknowledgment. Executive acknowledges that Executive has had the opportunity to discuss this matter with and obtain advice from Executive’s legal counsel, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.
21.Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument.
22.Effect of Headings. The section and subsection headings contained herein are for convenience only and shall not affect the construction hereof.
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23.Construction of Agreement. This Agreement has been negotiated by the respective Parties, and the language shall not be construed for or against either Party.
24.Section 409A.
(a)Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended and the regulations and other guidance thereunder or any state law of similar effect (together, the “Deferred Compensation Separation Benefits”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A.
(b)Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Compensation Separation Benefits that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.
(c)Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or that is otherwise exempt from the application of Section 409A, including, without limitation, any payment made as a result of an involuntary separation within the meaning of Section 409A, will not constitute Deferred Compensation Separation Benefits for purposes of clause (a) above.
(d)The payments and benefits set forth in this Agreement are intended to be exempt from or comply with the requirements of Section 409A and this Agreement shall be interpreted and construed in accordance with such intent to the maximum extent permissible. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding any of the foregoing, none of the Company nor any of its officers, employees, directors, agents or representatives guarantee that this Agreement complies with or is exempt from Section 409A and none of the foregoing shall have any liability for any failure of this Agreement to so comply or be so exempt.
[Remainder of page is intentionally blank; Signature page follows]
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IN WITNESS WHEREOF, each of the Parties has executed this Agreement as of the day and year first above written.
“COMPANY”
KEROS THERAPEUTICS, INC.
By: /s/ Jasbir Seehra
Name: Jasbir Seehra
Title: Chief Executive Officer
Address:
1050 Waltham St, Suite 302
Lexington, MA 02421
Attn: Jasbir Seehra
Email: jasbir@kerostx.com
“EXECUTIVE”
/s/ Lorena Lerner
Lorena Lerner
Address:
[***]
[***]
Fax Number:
Email: [***]____________________________
Enclosures
Duplicate Executive Employment Agreement
Employee Confidential Information and Inventions Assignment Agreement
KEROS THERAPEUTICS, INC.
EXECUTIVE EMPLOYMENT AGREEMENT
SIGNATURE PAGE
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Document
Exhibit 10.2
KEROS THERAPEUTICS, INC.
1050 Waltham Street, Suite 302
Lexington, Massachusetts 02421
August 6, 2025
Christopher Rovaldi
[***]
Re: Separation and Release Agreement
Dear Chris:
This letter sets forth the substance of the separation and release agreement (the “Agreement”) which Keros Therapeutics, Inc. (the “Company”) is offering to you to aid in your mutually agreed upon employment transition.
1.Separation. Your last day of work with the Company and your employment termination date will be August 18, 2025 (the “Separation Date”).
2.Accrued Salary and Vacation. On the Separation Date, the Company will pay you all accrued salary and all accrued and unused vacation earned through the Separation Date, subject to standard payroll deductions and withholdings. You will receive these payments regardless of whether or not you sign this Agreement.
3.Severance Benefits. If you execute and do not revoke this Agreement, and comply with the terms contained herein, the Company will provide you with the following “Severance Benefits”:
(a) The Company will make severance payments to you in the form of continuation of your base salary in effect on the Separation Date for nine (9) months following the Separation Date. These payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s ordinary payroll dates, beginning with the first regularly scheduled payroll date which occurs at least eight (8) business days following the “Effective Date” of this Agreement, as defined below.
(b) If you are eligible for and timely elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or the state equivalent, the Company will reimburse you for the cost of COBRA premiums for you and your eligible dependents, if any, until the earlier of (A) nine (9) months from Separation Date, (B) the
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August 6, 2025
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expiration of your eligibility for the continuation coverage under COBRA, or (C) such time as you become employed by another employer or self-employed through which you are eligible for health insurance (thereafter, you will be responsible for all COBRA premium payments, if any). To receive this reimbursement, you will be required to remit timely payment to the Company’s COBRA provider and present proof of payment within 10 days, and the Company will process the reimbursement to you in accordance its ordinary expense reimbursement practices. In the event that you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company in writing.
(c) Upon the termination of the Consulting Period (as defined below), an aggregate of 19,800 shares of Company common stock subject to your February 2025 RSU (as defined below) shall immediately vest, according to the terms of Section 5 of this Agreement.
(d) The Company will reimburse the reasonable and documented costs of an outplacement service used by you (up to $10,000 per full or partial calendar year) for a period not to exceed one year following the Separation Date. If you choose not to use such outplacement services, no compensation will be paid to you in lieu thereof.
(e) For the period of three (3) months following the Separation Date (the “Consulting Period”), you agree to provide up to twenty (20) hours of support to the Company in all matters relating to the transition of your work and responsibilities on behalf of the Company by making yourself reasonably available during regular business hours. Further, the Company agrees to pay you at an hourly consulting rate of $425.00 for any work, services, and/or support you provide to the Company pursuant to this paragraph in excess of the twenty (20) hours contemplated above. For the avoidance of doubt, your obligations under this paragraph shall cease upon the expiration of three (3) months following your Separation Date, and no work, services, and/or support you provide the Company pursuant to this paragraph shall have any effect on the other benefits to which you are entitled under this Agreement. You agree that any post-employment services shall be rendered by you as an independent contractor for purposes of all tax laws (local, state and federal) and file forms consistent with that status and that you will be solely responsible to pay any and all local, state, and/or federal income, social security and unemployment taxes. The Company will not withhold any taxes or prepare W-2 Forms for you, but will provide you with a Form 1099, if required by law.
The Company is offering severance to you in reliance on Treasury Regulation Section 1.409A-1(b)(9) and the short term deferral exemption in Treasury Regulation Section 1.409A-1(b)(4). Any payments made in reliance on Treasury Regulation Section 1.409A-1(b)(4) will be made not later than December 31, 2026. For purposes of Code Section 409A, your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.
Christopher Rovaldi
August 6, 2025
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4.Benefit Plans.
Subject to Section 3 (b) above, if you are currently participating in the Company’s group health insurance plans, your participation as an employee will end on the last day of the month in which separation occurs. Thereafter, to the extent provided by the federal COBRA law or, if applicable, state insurance laws, and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefits at your own expense. Later, you may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish.
Your participation in Employer-Sponsored Group Life Insurance and Short and Long Term Disability Insurance will cease as of August 18, 2025; however, you may elect to convert your Employer-Sponsored Group Life Insurance by contacting Sun Life Financial, Group Conversion, on or before September 18, 2025.
Deductions for the 401(k) Plan will end with your last regular paycheck. You will receive information by mail concerning 401(k) plan rollover procedures should you be a participant in this program.
You may be eligible for unemployment insurance (“UI”) benefits after the Separation Date. The Massachusetts Department of Unemployment Assistance, not the Company, will determine your eligibility for such benefits. The Massachusetts Department of Unemployment Assistance can provide you with benefits and eligibility information regarding UI benefits. The Company will provide information concerning how to file for UI benefits under separate cover.
5.Stock Options and RSUs. You were granted an option to purchase 4,607 shares of the Company’s common stock on September 19, 2019 (the “September 2019 Option”) pursuant to the terms of the Company’s 2017 Stock Incentive Plan, as amended (the “2017 Plan”), and the applicable stock option grant notice and stock option agreement thereunder. In addition, you were granted the following equity awards pursuant to the terms of the Company’s 2020 Equity Incentive Plan (the “2020 Plan,” and together with the 2017 Plan, the “Plans”) and the relevant stock option grant notice and stock option agreement or restricted stock unit (“RSU”) grant notice and RSU award agreement thereunder (as applicable): (i) an option to purchase 13,822 shares of the Company’s common stock on April 7, 2020 (the “April 2020 Option”); (ii) an option to purchase 20,000 shares of the Company’s common stock on February 11, 2021 (the “February 2021 Option”); (iii) an option to purchase 100,000 shares of the Company’s common stock on February 1, 2022 (the “February 2022 Option”); (iv) an option to purchase 100,000 shares of the Company’s common stock on February 16, 2023 (the “February 2023 Option”); (v) an option to purchase 150,000 shares of the Company’s common stock on February 13, 2024 (the “February 2024 Option,” and together with the September 2019 Option, the April 2020 Option, the February 2021 Option, the February 2022 Option and the February 2023 Option, the “Options”); and (vi) an RSU award covering 60,000 shares of the Company’s common stock on February 18, 2025 (the “February 2025 RSU”). The parties hereby acknowledge and agree that, pursuant to the terms of the Options and the February 2025 RSU, as of the Separation Date,
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August 6, 2025
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2,304 shares subject to the September 2019 Option have vested and are exercisable, 8,002 shares subject to the April 2020 Option have vested and are exercisable, 20,000 shares subject to the February 2021 Option have vested and are exercisable, 87,500 shares subject to the February 2022 Option have vested and are exercisable, 62,500 shares subject to the February 2023 Option have vested and are exercisable, 56,250 shares subject to the February 2024 Option have vested and are exercisable, and no shares subject to the February 2025 RSU have vested. You acknowledge and agree that the vesting of the Options and the February 2025 RSU will cease as of the Separation Date, and the applicable post-termination exercise period of each of the Options will commence upon the Separation Date. Notwithstanding the foregoing, if you execute and do not revoke this Agreement, and you comply with the terms contained herein, then 19,800 shares subject to the February 2025 RSU will be deemed vested as of the termination of the Consulting Period; the February 2025 RSU will remain outstanding through the Consulting Period to give effect to the foregoing acceleration. Except as otherwise provided herein, your Options and the February 2025 RSU shall continue to be governed by the terms of the applicable stock option agreement and RSU award agreement and the applicable Plan; provided, however, you acknowledge that this Section 5 sets forth the full agreement between the parties as to the treatment of your Options and the February 2025 RSU as of the Separation Date. Except as otherwise provided herein, you acknowledge that the unvested portion of the Options may not be exercised and the unvested portion of the February 2025 RSU will not vest, and each will expire and terminate in accordance with the terms of the applicable Plan and your stock option grant notice, stock option agreement, RSU grant notice and the RSU award agreement. You acknowledge, understand, and agree that you have no right, title or interest in or to any other stock option award, RSU award or other equity or equity-like incentive compensation award from or with respect to the Company.
6.Other Compensation or Benefits. You acknowledge that, except as expressly provided in this Agreement, you will not receive any additional compensation, severance or benefits after the Separation Date. The Company shall not contest your application, award, and/or appeal of unemployment benefits, understanding that the Company shall respond truthfully to any inquiry from any unemployment agency.
7.Expense Reimbursements. You agree that, within ten (10) days of the Separation Date, you will submit your final documented expense reimbursement statement reflecting all business expenses you incurred through the Separation Date, if any, for which you seek reimbursement. The Company will reimburse you for reasonable business expenses pursuant to its regular business practice.
8.Return of Company Property. Within five (5) days of the Separation Date, or earlier if requested by the Company, you agree to return to the Company all Company documents (and all copies thereof) and other Company property that you have had in your possession at any time, including, but not limited to, Company files, notes, drawings, records, business plans and forecasts, financial information, specifications, computer-recorded information, tangible property (including, but not limited to, computers), credit cards, entry cards, identification badges and keys; and, any materials of any kind that contain or embody any proprietary or confidential
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information of the Company (and all reproductions thereof). Please coordinate return of Company property with Robin Wagner, SVP, Human Resources. Continued receipt of the Separation Benefits described in Section 3 of this Agreement is expressly conditioned upon return of all Company Property within the time frame allotted above.
9.Confidential Information and Post-Termination Obligations. Both during and after your employment (as well as during any consulting period) you acknowledge your continuing obligations under your Employee Confidential Information and Invention Assignment Agreement (“Confidentiality Agreement”) not to use or disclose any confidential or proprietary information of the Company and to refrain from certain solicitation activities. The Company is not electing to enforce the Non-Compete provision contained in Section 6 of your CIIA, but all other provisions contained in your CIIA remain in full force and effect. A copy of your CIIA is attached hereto as Exhibit A. If you have any doubts as to the scope of the restrictions in your agreement, you should contact Esther Cho, General Counsel immediately to assess your compliance. As you know, the Company will enforce its contract rights. Please familiarize yourself with the enclosed agreement which you signed. Confidential information that is also a “trade secret,” as defined by law, may be disclosed (A) if it is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, in the event that you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the trade secret to your attorney and use the trade secret information in the court proceeding, if you: (A) file any document containing the trade secret under seal; and (B) do not disclose the trade secret, except pursuant to court order.
10.Non-Compete. In exchange for the payments and other consideration under this Agreement, to which you would not otherwise be entitled, you agree that during the twelve (12) month period after the Separation Date, you will not, whether paid or not: (i) serve as a partner, principal, licensor, licensee, employee, consultant, officer, director, manager, agent, affiliate, representative, advisor, promoter, associate, investor, or otherwise for, (ii) directly or indirectly, own, purchase, organize or take preparatory steps for the organization of, or (iii) build, design, finance, acquire, lease, operate, manage, control, invest in, work or consult for or otherwise join, participate in or affiliate yourself with, any business whose business, products or operations are in any respect involved in Conflicting Services (defined below) anywhere in the Restricted Territory (defined below). Should you obtain other employment within 12 months immediately following the Separation Date, you agree to provide written notification to the Company as to the name and address of your new employer, the position that you expect to hold, and a general description of your duties and responsibilities, at least three business days prior to starting such employment.
a) The parties agree that for purposes of this Agreement, “Conflicting Services” means any business involved with or working in the transforming growth factor-beta space in which the Company is engaged, or in which the Company has plans to be engaged, or any service related to the transforming growth factor-beta superfamily that the Company provides or
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has plans to provide; provided, however, that this non-compete provision shall not apply to any business involved with or working in hematologic diseases or pulmonary arterial hypertension.
b) The parties further agree that for purposes of this Agreement, “Restricted Territory” means the geographic areas in which you provided services for the Company or had a material presence or influence, during any time within the last two years prior to the Separation Date.
11.Confidentiality. Subject to the “Protected Rights” section below, the provisions of this Agreement will be held in strictest confidence by you and will not be publicized or disclosed in any manner whatsoever; provided, however, that: (a) you may disclose this Agreement to your immediate family; (b) you may disclose this Agreement in confidence to your attorney, accountant, auditor, tax preparer, and financial advisor; and (c) you may disclose this Agreement insofar as such disclosure may be required by law. Notwithstanding the foregoing, nothing in this Agreement shall limit your right to voluntarily communicate with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, other federal government agency or similar state or local agency or to discuss the terms and conditions of your employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act.
12.Mutual Non-Disparagement. Subject to the “Protected Rights” Section below, you agree not to disparage the Company, or the Company’s officers, directors, employees, shareholders and agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation; provided that both you will respond accurately and fully to any question, inquiry or request for information when required by legal process. You further agree that, by no later than the Effective Date, you shall delete or otherwise remove any and all disparaging public comments or statements that you made prior to the Effective Date about or relating to the Company, including, but not limited to, comments in online forums or on websites (including, but not limited to, Facebook, Glassdoor, Yelp, and LinkedIn). The Company’s obligations under this Section are limited to Company representatives with knowledge of this provision. Notwithstanding the foregoing, nothing in this Agreement shall limit your right to voluntarily communicate with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, other federal government agency or similar state or local agency or to discuss the terms and conditions of your employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act. The Company shall instruct its current officers and directors to refrain from disparaging you or your employment with the Company. In response to inquiries from prospective employers, the Company shall only provide your dates of employment, last position held, and state that it is the Company’s policy only to provide such information unless required by law.
13.Cooperation after Termination. During the time that you are receiving payments under this Agreement, you agree to cooperate fully with the Company in all matters relating to the transition of your work and responsibilities on behalf of the Company, including, but not limited
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to, any present, prior or subsequent relationships and the orderly transfer of any such work and institutional knowledge to such other persons as may be designated by the Company, by making yourself reasonably available during regular business hours.
14.Release. In exchange for the payments and other consideration under this Agreement, to which you would not otherwise be entitled, and except as otherwise set forth in this Agreement, you, on behalf of yourself and, to the extent permitted by law, on behalf of your spouse, heirs, executors, administrators, assigns, insurers, attorneys and other persons or entities, acting or purporting to act on your behalf (collectively, the “Employee Parties”), hereby generally and completely release, acquit and forever discharge the Company, its parents and subsidiaries, and its and their officers, directors, managers, partners, agents, representatives, employees, attorneys, shareholders, predecessors, successors, assigns, insurers and affiliates (the “Company Parties”) of and from any and all claims, liabilities, demands, contentions, actions, causes of action, suits, costs, expenses, attorneys’ fees, damages, indemnities, debts, judgments, levies, executions and obligations of every kind and nature, in law, equity, or otherwise, both known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the execution date of this Agreement, including but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company or the termination of that employment; claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law, statute, or cause of action; tort law; or contract law (individually a “Claim” and collectively “Claims”). The Claims you are releasing and waiving in this Agreement include, but are not limited to, any and all Claims that any of the Company Parties:
•has violated its personnel policies, handbooks, contracts of employment, or covenants of good faith and fair dealing;
•has discriminated against you on the basis of age, race, color, sex (including sexual harassment), national origin, ancestry, disability, religion, sexual orientation, marital status, parental status, source of income, entitlement to benefits, any union activities or other protected category in violation of any local, state or federal law, constitution, ordinance, or regulation, including but not limited to: Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 (42 U.S.C. 1981), the Civil Rights Act of 1991, the Genetic Information Nondiscrimination Act, Executive Order 11246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Americans with Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination against the disabled, the Age Discrimination in Employment Act (ADEA), which prohibits discrimination based on age, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Lily Ledbetter Fair Pay Act, the anti-retaliation provisions of the Sarbanes-Oxley Act,
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or any other federal or state law regarding whistleblower retaliation; the Massachusetts Fair Employment Practices Act (M.G.L. c. 151B), the Massachusetts Equal Rights Act, the Massachusetts Equal Pay Act, the Massachusetts Privacy Statute, the Massachusetts Sick Leave Law, the Massachusetts Civil Rights Act, all as amended, and any and all other federal, state or local laws, rules, regulations, constitutions, ordinances or public policies, whether known or unknown, prohibiting employment discrimination;
•has violated any employment statutes, such as the WARN Act, which requires that advance notice be given of certain workforce reductions; the Employee Retirement Income Security Act of 1974 (ERISA) which, among other things, protects employee benefits; the Fair Labor Standards Act of 1938, which regulates wage and hour matters; the National Labor Relations Act, which protects forms of concerted activity; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; the Fair Credit Reporting Act, the Employee Polygraph Protection Act, the Massachusetts Payment of Wages Act (M.G.L. c. 149 sections 148 and 150), the Massachusetts Overtime regulations (M.G.L. c. 151 sections 1A and 1B), the Massachusetts Meal Break regulations (M.G.L. c. 149 sections 100 and 101), all as amended, and any and all other federal, state or local laws, rules, regulations, constitutions, ordinances or public policies, whether known or unknown relating to employment laws, such as veterans’ reemployment rights laws;
•has violated any other laws, such as federal, state, or local laws providing workers’ compensation benefits, restricting an employer’s right to terminate employees, or otherwise regulating employment; any federal, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any other federal, state or local laws providing recourse for alleged wrongful discharge, retaliatory discharge, negligent hiring, retention, or supervision, physical or personal injury, emotional distress, assault, battery, false imprisonment, fraud, negligent misrepresentation, defamation, intentional or negligent infliction of emotional distress and/or mental anguish, intentional interference with contract, negligence, detrimental reliance, loss of consortium to you or any member of your family, whistleblowing, and similar or related claims.
While this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, you are otherwise waiving, to the fullest extent permitted by law, any and all rights you may have to individual relief based on any Claims that you have released and any rights you have waived by signing this Agreement. If any Claim is not subject to release, to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the Company Parties is a party. This Agreement does not abrogate your existing
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rights under any Company benefit plan or any plan or agreement related to equity ownership in the Company; however, it does waive, release and forever discharge Claims existing as of the date you execute this Agreement pursuant to any such plan or agreement.
15.Exclusions. Notwithstanding the foregoing, other than events expressly contemplated by this Agreement you do not waive or release rights or Claims that may arise from events that occur after the date this waiver is executed or your right to enforce this Agreement and you are not releasing any right of indemnification you may have for any liabilities arising from your actions within the course and scope of your employment with the Company. Also excluded from this Agreement are any Claims which cannot be waived by law, including, without limitation, any rights you may have under applicable workers’ compensation laws and your right, if applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency.
16.Protected Rights. Nothing in this Agreement shall prevent you from filing, cooperating with, or participating in any proceeding or investigation before the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, the Securities and Exchange Commission or any other federal government agency or state or local agency (“Government Agencies”), or exercising any rights pursuant to Section 7 of the National Labor Relations Act. You further understand this Agreement does not limit your ability to voluntarily communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit your right to receive a whistleblower award for providing information to any Government Agency in connection with a government whistleblower program or protected whistleblower activity, you understand and agree that you are otherwise waiving, to the fullest extent permitted by law, all rights you may have to individual relief based on any Claims that you have released and any rights you have waived by signing this Agreement. If any Claim is not subject to release, to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the Company Parties is a party. This Agreement does not abrogate your existing rights under any Company benefit plan, or any plan or agreement related to equity ownership in the Company; however, it does waive, release and forever discharge Claims existing as of the date you execute this Agreement pursuant to any such plan or agreement.
17.Your Acknowledgments and Affirmations/ Effective Date of Agreement. You acknowledge that you are knowingly and voluntarily waiving and releasing any and all rights you may have under the ADEA, as amended. You also acknowledge and agree that (i) the consideration given to you in exchange for the waiver and release in this Agreement is in addition to anything of value to which you were already entitled, and (ii) that you have been paid for all time worked, have received all the leave, leaves of absence and leave benefits and protections for which you are eligible, and have not suffered any on-the-job injury for which you
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have not already filed a Claim. You affirm that all of the decisions of the Company Parties regarding your pay and benefits through the date of your execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law. You affirm that you have not filed or caused to be filed, and are not presently a party to, a Claim against any of the Company Parties. You further affirm that you have no known workplace injuries or occupational diseases. You acknowledge and affirm that you have not been retaliated against for reporting any allegation of corporate fraud or other wrongdoing by any of the Company Parties, or for exercising any rights protected by law, including any rights protected by the Fair Labor Standards Act, the Family Medical Leave Act or any related statute or local leave or disability accommodation laws, or any applicable state workers’ compensation law. You further acknowledge and affirm that you have been advised by this writing that: (a) your waiver and release do not apply to any rights or Claims that may arise after the execution date of this Agreement; (b) you have been advised hereby that you have the right to consult with an attorney prior to executing this Agreement; (c) you have been given twenty-one (21) days to consider this Agreement (although you may choose to voluntarily execute this Agreement earlier and if you do you will sign the Consideration Period waiver below); (d) you have seven (7) business days following your execution of this Agreement to revoke this Agreement; and (e) this Agreement shall not be effective until the date upon which the revocation period has expired unexercised (the "Effective Date"), which shall be the eighth business day after this Agreement is executed by you.
18.No Admission. This Agreement does not constitute an admission by the Company of any wrongful action or violation of any federal, state, or local statute, or common law rights, including those relating to the provisions of any law or statute concerning employment actions, or of any other possible or claimed violation of law or rights.
19.Breach. You agree that upon any breach of this Agreement you will forfeit all amounts paid or owing to you under this Agreement. Further, you acknowledge that it may be impossible to assess the damages caused by your violation of the terms of Sections 8, 9, 10 and 11 of this Agreement and further agree that any threatened or actual violation or breach of those Sections of this Agreement will constitute immediate and irreparable injury to the Company. You therefore agree that any such breach of this Agreement is a material breach of this Agreement, and, in addition to any and all other damages and remedies available to the Company upon your breach of this Agreement, the Company shall be entitled to an injunction to prevent you from violating or breaching this Agreement. You agree that if the Company is successful in whole or part in any legal or equitable action against you under this Agreement, you agree to pay all of the costs, including reasonable attorneys’ fees, incurred by the Company in enforcing the terms of this Agreement.
20.Miscellaneous. This Agreement, including any exhibits, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. This Agreement may not be modified or amended except in a
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writing signed by both you and a duly authorized officer of the Company. This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, their heirs, successors and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified by the court so as to be rendered enforceable. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the Commonwealth of Massachusetts as applied to contracts made and to be performed entirely within Massachusetts.
If this Agreement is acceptable to you, please sign below and return the original to me on or after your Separation Date, but no later than the date that is twenty-one (21) days after you receive this Agreement. This offer will expire if we have not received your executed copy by that date.
I wish you good luck in your future endeavors.
Sincerely,
Keros Therapeutics, Inc.
By: /s/ Jasbir Seehra_______________________
Jasbir Seehra
CEO
Agreed to and Accepted:
/s/ Christopher Rovaldi________________________________
Christopher Rovaldi
Exhibit A – Employee Confidential Information and Invention Assignment Agreement
Christopher Rovaldi
August 6, 2025
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CONSIDERATION PERIOD
I, Christopher Rovaldi, understand that I have the right to take at least 21 days to consider whether to sign this Agreement, which I received on August 6, 2025. If I elect to sign this Agreement before 21 days have passed, I understand I am to sign and date below this paragraph to confirm that I knowingly and voluntarily agree to waive the 21-day consideration period.
Agreed:
/s/ Christopher Rovaldi
Signature
August 6, 2025______________________________
Date
Exhibit A
Employee Confidential Information and Invention Assignment Agreement
[Attached.]
Document
Exhibit 10.3
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), by and between Keros Therapeutics, Inc. (the “Company”), and Esther Cho (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”), is effective as of August 6, 2025 (the “Effective Date”).
R E C I T A L S
WHEREAS, Executive has been employed by the Company on an at-will basis as its Senior Vice President, General Counsel, pursuant to the terms of the April 6, 2020, offer letter, as amended in part pursuant to that 2023 Compensation Package letter (collectively, the “Offer Letter”);
WHEREAS, the Company desires to continue to employ Executive as the Company’s Senior Vice President, General Counsel, pursuant to the terms of the Agreement, which shall amend, restate, and supersede the Offer Letter in its entirety; and
WHEREAS, Executive desires to accept such continued employment and enter into such an agreement.
A G R E E M E N T
NOW, THEREFORE, in consideration of the promises and mutual covenants herein and for other good and valuable consideration, the Parties agree as follows:
1.Duties and Scope of Employment.
(a)Positions and Duties. As of the Effective Date, Executive will continue to serve as Senior Vice President, General Counsel of the Company. Executive will continue to render such business and professional services in the performance of Executive’s duties, consistent with Executive's position within the Company, as shall reasonably be assigned to Executive by the Company’s Chief Executive Officer. The period of Executive’s at-will employment under the terms of this Agreement is referred to herein as the “Employment Term.”
(b)Obligations. During the Employment Term, Executive will continue to perform Executive’s duties faithfully and to the best of Executive’s ability and will devote Executive’s full business efforts and time to the Company. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Company’s Board of Directors (the “Board”).
2.At-Will Employment. Subject to Sections 7, 8, and 9 below, the parties agree that Executive's employment with the Company will continue to be “at-will” employment and may be terminated at any time with or without cause or notice, for any reason or no reason. Executive understands and agrees that neither Executive’s job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of Executive’s employment with the Company.
3.Compensation.
(a)Base Salary. During the Employment Term, the Company will pay Executive as compensation for Executive’s services a base salary of $460,000 per year, as modified from time to time at the discretion of the Board or a duly constituted committee of the Board (the “Base Salary”). The Base Salary will be paid in regular installments in accordance with the Company’s normal payroll practices (subject to required withholding). Any increase or decrease in Base Salary (together with the then existing Base Salary) shall serve as the “Base Salary” for future employment under this Agreement. The first and last payment will be adjusted,
if necessary, to reflect a commencement or termination date other than the first or last working day of a pay period.
(b) Annual Bonus. Executive will continue to be eligible to earn an annual discretionary bonus with a target amount equal to forty percent (40%) of the Base Salary (“Target Bonus”). The amount of this bonus, if any, will be determined in the sole discretion of the Board and based, in part, on Executive’s performance and the performance of the Company during the calendar year. The Company will pay Executive this bonus, if any, by no later than March 1st of the following calendar year. The bonus is not earned until paid and no pro-rated amount will be paid if Executive’s employment terminates for any reason prior to the payment date.
(c)Equity Awards. Throughout Executive’s employment, Executive has been granted various stock options (the “Options”) to purchase shares of the Company’s Common Stock with an exercise price equal to the fair market value of the date of the grant, and a restricted stock unit (“RSU”). The Options and the RSU shall continue to be subject to the terms and conditions of the company’s equity plan, the stock option agreement and the RSU agreement, as applicable. During the Employment Term, Executive may be eligible to receive additional awards of stock options, restricted stock units or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or a committee of the Board shall determine in its discretion whether Executive shall be granted any such additional equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time. Any equity awards received by Executive up to the date hereof shall remain subject to the terms of any applicable plan or award agreement.
4.Employee Benefits. During the Employment Term, Executive will continue to be eligible to participate in the employee benefit plans currently and hereafter maintained by the Company of general applicability to other senior executives of the Company, including, without limitation, the Company’s group medical, dental, vision, disability, life insurance, and flexible-spending account plans. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.
5.Vacation. Executive will be eligible to accrue a maximum of three (3) weeks paid vacation per year, in accordance with the Company’s vacation policy. On the fifth (5th)-year anniversary of Executive’s start date, Executive shall be eligible to accrue a maximum of four (4) weeks paid vacation per year, in accordance with the Company’s vacation policy. Vacation must be used in the calendar year it is accrued or it will be forfeited (unless otherwise prohibited by applicable law), subject to one (1) week of such accrued and unused vacation which may carried over to the subsequent year, in accordance with the Company’s vacation policy. Vacation shall be taken subject to the demands of the Company’s business and Executive’s obligations as an employee of the Company with a substantial degree of responsibility..
6.Business Expenses. During the Employment Term, the Company will continue to reimburse Executive for reasonable business travel, entertainment or other business expenses incurred by Executive in the furtherance of or in connection with the performance of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect from time to time.
7.Termination on Death or Disability.
(a)Effectiveness. Executive’s employment will terminate automatically upon Executive’s death or, upon fourteen (14) days prior written notice from the Company, in the event of Disability (as defined below).
(b)Effect of Termination. Upon any termination for death or Disability, Executive (or Executive’s estate, as applicable) shall be entitled to: (i) Executive’s Base Salary through the effective date of termination; (ii) in the event of a Disability, the right to continue health care benefits under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”), at Executive’s cost, to the extent required and available by law; (iii) reimbursement of expenses for which Executive is entitled to be reimbursed pursuant to Section 6 above, but for which Executive has not yet been reimbursed; and (iv) no other severance or benefits of any kind, unless required by law or pursuant to any other written Company plans or policies, as then in effect.
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8.Involuntary Termination for Cause; Resignation Without Good Reason.
(a)Effectiveness. Notwithstanding any other provision of this Agreement, the Company may terminate Executive’s employment at any time for Cause (as defined below) or Executive may resign from Executive’s employment with the Company at any time without Good Reason (as defined below). Termination for Cause, or Executive’s resignation without Good Reason, shall be effective on the date either Party gives notice to the other Party of such termination in accordance with this Agreement unless otherwise agreed by the Parties. In the event that the Company accelerates the effective date of a resignation, such acceleration shall not be construed as a termination of Executive’s employment by the Company or deemed Good Reason for such resignation.
(b)Effect of Termination. In the case of the Company’s termination of Executive’s employment for Cause, or Executive’s resignation without Good Reason, Executive shall be entitled to receive: (i) Base Salary through the effective date of the termination or resignation, as applicable; (ii) reimbursement of all business expenses for which Executive is entitled to be reimbursed pursuant to Section 6 above, but for which Executive has not yet been reimbursed; (iii) the right to continue health care benefits under COBRA, at Executive’s cost, to the extent required and available by law; and (iv) no other severance or benefits of any kind, unless required by law or pursuant to any other written Company plans or policies, as then in effect.
9.Involuntary Termination Without Cause and Resignation for Good Reason.
(a)Effect of Termination. The Company shall be entitled to terminate Executive with or without Cause at any time, subject to the following:
(i)Involuntary Termination by Company Without Cause or by Executive for Good Reason not in Connection with a Change in Control. If Executive is terminated by the Company involuntarily without Cause (excluding any termination due to death or Disability) or Executive resigns for Good Reason, then, subject to the limitations of Sections 9(b) and 25 below, and in addition to all accrued but unpaid salary through the termination date and reimbursement for reasonable outstanding business expenses, Executive shall be entitled to receive:
(1)continuing payment of Executive’s Base Salary, as then in effect (less applicable withholding), for a period of nine (9) months from the date of such termination, to be paid in continuing installments in accordance with the Company’s normal payroll practices and Section 9(b) below.
(2)if Executive is eligible for and timely elects to continue health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”), the Company will pay, on Executive’s behalf, on a monthly basis, the total cost of COBRA premiums for Executive and Executive’s eligible dependents, if any, until the earlier of (i) nine (9) months from Separation Date, (ii) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (iii) such time as Executive becomes employed by another employer or self-employed through which you are eligible for health insurance (thereafter, Executive will be responsible for all COBRA premium payments, if any). Executive will be required to notify the Company immediately if Executive becomes eligible to enroll for health coverage under an insurance plan of a subsequent employer. For purposes of this Section, any applicable insurance premiums that are paid by the Company will not include any amounts payable by Executive under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of Executive.
(3)no other severance payments or benefits of any kind, unless required by law or pursuant to any written Company plans or policies, as then in effect.
(ii)Involuntary Termination by Company without Cause or by Executive for Good Reason in Connection with a Change of Control. If within one (1) month before or within twelve (12) months following a Change of Control (as defined below), Executive is involuntarily terminated by the Company or successor corporation for a reason without Cause (excluding any termination due to death or Disability), or
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Executive resigns for Good Reason, then, subject to the limitations of Sections 9(b) and 25 below, and in addition to all accrued but unpaid salary through the termination date and reimbursement for reasonable outstanding business expenses, Executive shall be entitled to receive:
(1)continuing payment of Executive’s Base Salary, as then in effect (less applicable withholding), for a period of twelve (12) months from the date of such termination, to be paid in continuing installments in accordance with the Company’s normal payroll practices and Section 9(b) below.
(2)a payment equal to one hundred percent (100%) of the Target Bonus for the year in which Executive’s employment is terminated. The Company shall pay the Target Bonus, subject to standard deductions and withholdings, in a lump sum on the first regularly scheduled payroll date following the date the Release becomes effective and can no longer be revoked provided that, if the release execution period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year.
(3)if Executive is eligible for and timely elects to continue health insurance coverage under COBRA, the Company will pay, on Executive’s behalf, on a monthly basis, the total cost of COBRA premiums for Executive and Executive’s eligible dependents, if any, until the earlier of (i) twelve (12) months from Separation Date, (ii) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (iii) such time as Executive becomes employed by another employer or self-employed through which you are eligible for health insurance (thereafter, Executive will be responsible for all COBRA premium payments, if any). Executive will be required to notify the Company immediately if Executive becomes eligible to enroll for health coverage under an insurance plan of a subsequent employer. For purposes of this Section, any applicable insurance premiums that are paid by the Company will not include any amounts payable by Executive under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of Executive.
(4)Executive shall be entitled to acceleration of one hundred percent (100%) of Executive’s then-unvested and outstanding time-based vesting equity awards.
(5)No other severance or benefits of any kind, unless required by law or pursuant to any written Company plans or policies, as then in effect.
(b)Conditions Precedent. Any severance payments contemplated by Section 9(a) above are conditional on Executive: (i) continuing to comply with the terms of this Agreement and the Confidential Information Agreement (as defined below); and (ii) signing and not revoking a separation agreement and release of known and unknown claims in the form provided by the Company (including but not limited to non-competition, nondisparagement, and cooperation provisions) (the “Release”) and which will be provided by the Company no later than seven (7) days after the termination date and provided that such Release becomes effective and irrevocable no later than sixty (60) days following the termination date or such earlier date required by the release (such deadline, the “Release Deadline”). If the Release does not become effective by the Release Deadline, Executive will forfeit any rights to severance or benefits under this Section 9 or elsewhere in this Agreement. Any severance payments or other benefits under this Agreement that would be considered Deferred Compensation Separation Benefits (as defined in Section 25) will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 25(b). Except as required by Section 25(b), any installment payments that would have been made to Employee during the sixty (60)-day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement, unless subject to the six (6)-month payment delay described herein. Any severance payments under this Agreement that would not be considered Deferred Compensation Separation Benefits will be paid on, or, in the case of installments, will not commence until, the first payroll date that occurs at least five (5) business days after the date the Release becomes effective and any installment payments that would have been made to Executive during the period prior to the date the Release becomes effective following Executive’s separation from service but for the preceding sentence will be paid to Executive on the first payroll date that occurs after leave five (5) business days after the date the Release becomes effective. Notwithstanding the foregoing, this Section 9(b) shall not limit Executive’s ability to obtain (i) expense reimbursements under Section 6; (ii) any compensation or benefits otherwise required or available by law, including but not limited to Executive’s Base
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Salary through the effective date of the termination, and Executive’s right to continue health care benefits under COBRA, at Executive’s cost; or (iii) any other compensation or benefits in accordance with written Company plans or policies, as then in effect.
10.Indemnification. Regardless of the manner of Executive’s termination, Executive will be indemnified to the extent permitted by law, for claims brought against Executive during or after Executive’s employment for the Company. The Company will indemnify Executive to the extent permitted by its charter and bylaws and by applicable law against all costs, charges and expenses, including, without limitation, attorneys' fees, incurred or sustained by me in connection with any action, suit or proceeding to which Executive may be made a party by reason of being an officer, director or employee of the Company. In connection with the foregoing, Executive will be covered under any liability insurance policy that protects other officers of the Company. The Company will provide Executive its standard indemnification agreement, which is subject to approval by the Board of Directors and is consistent with the agreement for the other directors and officers of the Company.
11.Definitions.
(a)Cause. For purposes of this Agreement, “Cause” shall mean: (i) Executive’s continued failure to substantially perform the material duties and obligations under this Agreement (for reasons other than death or Disability), which failure, if curable within the discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such failure; (ii) Executive’s failure or refusal to comply with the policies, standards and regulations established by the Company from time to time which failure, if curable in the discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice of such failure from the Company; (iii) any act of personal dishonesty, fraud, embezzlement, misrepresentation, or other unlawful act committed by Executive that benefits Executive at the expense of the Company; (iv) the Executive’s violation of a federal or state law or regulation applicable to the Company’s business; (v) the Executive’s violation of, or a plea of nolo contendre or guilty to, a felony under the laws of the United States or any state; or (vi) the Executive’s material breach of the terms of this Agreement or the Confidential Information Agreement (defined below).
(b)Change of Control. For purposes of this Agreement, “Change of Control” shall have the meaning attributed to such term in the 2020 Equity Incentive Plan (the "2020 Plan").
(c)Disability. For purposes of this Agreement, “Disability” means that Executive, at the time notice is given, has been unable to substantially perform Executive’s duties under this Agreement for not less than one-hundred and twenty (120) work days within a twelve (12) consecutive month period as a result of Executive’s incapacity due to a physical or mental condition and, if reasonable accommodation is required by law, after any reasonable accommodation. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law.
(d)Good Reason. For purposes of this Agreement, “Good Reason” means: (i) a material reduction of Executive’s duties, position or responsibilities; (ii) a material reduction in Executive’s Base Salary (other than a reduction of not more than ten percent (10%) that is applicable to similarly situated executives of the Company); (iii) a material breach of this Agreement by the Company; or (iv) a material change in the geographic location of Executive’s primary work facility or location; provided, that a relocation of less than fifty (50) miles from Executive’s then present location will not be considered a material change in geographic location. Executive will not be deemed to have resigned for Good Reason unless (i) Executive first provides the Company with written notice of Executive’s intent to resign for Good Reason with a reasonable description of the acts or omissions allegedly constituting the grounds for “Good Reason” within thirty (30) days of the initial existence of the grounds for “Good Reason,” (ii) Executive provides the Company with reasonable cure period of not less than thirty (30) days following the date of such notice if such act or omission is capable of cure and (iii) Executive subsequently resigns within thirty (30) days following the expiration of the Company cure period.
(e)Company Matters.
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(f)Proprietary Information and Inventions. During the Employment Term, Executive will continue to receive and have access to the Company’s confidential information and trade secrets. Accordingly, enclosed with this Agreement is an Employee Confidential Information and Inventions Assignment Agreement (the “Confidential Information Agreement”), which contains restrictive covenants and prohibits unauthorized use or disclosure of the Company’s confidential information and trade secrets, among other obligations. Executive agrees to review the Confidential Information Agreement and only sign it after careful consideration.
(g)Resignation on Termination. On termination of Executive’s employment, regardless of the reason for such termination, Executive shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that Executive may hold in the Company or any affiliate, unless otherwise agreed in writing by the Parties.
(h)Notification of New Employer. In the event that Executive leaves the employ of the Company, Executive grants consent to notification by the Company to Executive’s new employer about Executive’s rights and obligations under this Agreement and the Confidential Information Agreement.
12.Arbitration. To ensure the timely and economical resolution of disputes that may arise in connection with Executive’s employment with the Company, Executive and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement, Confidential Information Agreement, or Executive’s employment, or the termination of Executive’s employment, including but not limited to all statutory claims (including, but not limited to, the Massachusetts Antidiscrimination Act, Mass. Gen. Laws ch.151B and the Massachusetts Wage Act, Mass. Gen. Laws ch. 149), will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and confidential arbitration by a single arbitrator conducted in Boston, Massachusetts by Judicial Arbitration and Mediation Services Inc. (“JAMS”) under the then applicable JAMS rules (at the following web address: https://www.jamsadr.com/rules-employment-arbitration/). A hard copy of the rules will be provided to Executive upon request. By agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. This arbitration provision shall not apply to any claim or cause of action to the extent applicable law prohibits subject such claim or cause of action to mandatory arbitration and such applicable law is not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”), such as non-individual claims that cannot be waived under applicable law, claims or causes of action alleging sexual harassment or a nonconsensual sexual act or sexual conduct, or unemployment or workers’ compensation claims brought before the applicable state government agency. In the event Executive or the Company intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other claims will remain subject to mandatory arbitration. Nothing herein prevents Executive from filing and pursuing proceedings before a federal or state government agency, although if Executive chooses to pursue a claim following the exhaustion of any applicable administrative remedies, that claim would be subject to this arbitration provision. In addition, with the exception of Excluded Claims arising out of 9 U.S.C § 401 et. seq., all claims, disputes, or causes of action under this section, whether by Executive or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. Executive acknowledges that by agreeing to this arbitration procedure, Executive and the Company waive all rights to have any dispute be brought, heard, administered, resolved, or arbitrated on a class, representative, or collective action basis. The Arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. The Company acknowledges that Executive will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration under this Agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award; and (c) be authorized to award any or all remedies that Executive or the Company would be entitled to seek in a court of law. Executive and the Company shall equally share all JAMS’ arbitration fees. Except as modified in the Confidential Information Agreement, each party is responsible for its own attorneys’
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fees. Nothing in this Agreement is intended to prevent either Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction.
13.Assignment. This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of Executive upon Executive's death and (b) any successor of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance or other disposition of Executive’s right to compensation or other benefits will be null and void.
14.Notices. All notices, requests, demands and other communications called for under this Agreement shall be in writing and shall be delivered via e-mail, personally by hand or by courier, mailed by United States first-class mail, postage prepaid, or sent by facsimile directed to the Party to be notified at the address or facsimile number indicated for such Party on the signature page to this Agreement, or at such other address or facsimile number as such Party may designate by ten (10) days’ advance written notice to the other Parties hereto. All such notices and other communications shall be deemed given upon personal delivery, three (3) days after the date of mailing, or upon confirmation of facsimile transfer or e-mail. Notices sent via e-mail under this Section shall be sent to either the e-mail address in this Agreement, or for e-mails sent by the Company to Executive, to the last e-mail address on file with the Company.
15.Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without said provision.
16.Integration. This Agreement, together with the 2020 Plan, applicable award agreements and the Confidential Information Agreement represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto.
17.Tax Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes.
18.Waiver. No Party shall be deemed to have waived any right, power or privilege under this Agreement or any provisions hereof unless such waiver shall have been duly executed in writing and acknowledged by the Party to be charged with such waiver. The failure of any Party at any time to insist on performance of any of the provisions of this Agreement shall in no way be construed to be a waiver of such provisions, nor in any way to affect the validity of this Agreement or any part hereof. No waiver of any breach of this Agreement shall be held to be a waiver of any other subsequent breach
19.Governing Law. This Agreement will be governed by the laws of the State of Massachusetts (with the exception of its conflict of laws provisions).
20.Acknowledgment. Executive acknowledges that Executive has had the opportunity to discuss this matter with and obtain advice from Executive’s legal counsel, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.
21.Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument.
22.Effect of Headings. The section and subsection headings contained herein are for convenience only and shall not affect the construction hereof.
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23.Construction of Agreement. This Agreement has been negotiated by the respective Parties, and the language shall not be construed for or against either Party.
24.Section 409A.
(a)Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended and the regulations and other guidance thereunder or any state law of similar effect (together, the “Deferred Compensation Separation Benefits”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A.
(b)Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Compensation Separation Benefits that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.
(c)Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or that is otherwise exempt from the application of Section 409A, including, without limitation, any payment made as a result of an involuntary separation within the meaning of Section 409A, will not constitute Deferred Compensation Separation Benefits for purposes of clause (a) above.
(d)The payments and benefits set forth in this Agreement are intended to be exempt from or comply with the requirements of Section 409A and this Agreement shall be interpreted and construed in accordance with such intent to the maximum extent permissible. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding any of the foregoing, none of the Company nor any of its officers, employees, directors, agents or representatives guarantee that this Agreement complies with or is exempt from Section 409A and none of the foregoing shall have any liability for any failure of this Agreement to so comply or be so exempt.
[Remainder of page is intentionally blank; Signature page follows]
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IN WITNESS WHEREOF, each of the Parties has executed this Agreement as of the day and year first above written.
“COMPANY”
KEROS THERAPEUTICS, INC.
By: /s/ Jasbir Seehra
Name: Jasbir Seehra
Title: Chief Executive Officer
Address:
1050 Waltham St, Suite 302
Lexington, MA 02421
Attn: Jasbir Seehra
Email: jasbir@kerostx.com
“EXECUTIVE”
/s/ Esther Cho
Esther Cho
Address:
[***]
[***]
Fax Number:
Email: [***]____________________________
Enclosures
Duplicate Executive Employment Agreement
Employee Confidential Information and Inventions Assignment Agreement
KEROS THERAPEUTICS, INC.
EXECUTIVE EMPLOYMENT AGREEMENT
SIGNATURE PAGE
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Document
Exhibit 99.1
Keros to Exclusively Prioritize the Clinical Advancement of KER-065
Company Discontinuing Development of Cibotercept (KER-012)
Announces Board and Leadership Changes Designed to Support Streamlined Operational Structure
and Strategic Realignment
LEXINGTON, Mass., August 6, 2025 – Keros Therapeutics, Inc. (“Keros”) (Nasdaq: KROS), a clinical-stage biopharmaceutical company focused on developing and commercializing novel therapeutics to treat a wide range of patients with disorders that are linked to dysfunctional signaling of the transforming growth factor-beta (“TGF-ß”) family of proteins, today announced a strategic realignment designed to reallocate resources towards the development of its key clinical program, KER-065.
As part of this initiative, the Company will discontinue all material, internal development activities related to cibotercept. This decision comes after the termination of the development of cibotercept in pulmonary arterial hypertension (“PAH”), following the analysis of all available safety and efficacy data from the TROPOS Phase 2 clinical trial in patients with PAH, which was previously announced on May 29, 2025.
Keros also today announced several Board of Directors (the “Board”) and leadership transitions intended to support the Company’s streamlined vision and operational focus. These actions reflect Keros’ confidence in the therapeutic potential of KER-065 and will better enable the Company to achieve its mission of delivering meaningful and potentially disease-modifying benefits to patients.
“In line with Keros’ commitment to delivering value for stockholders and patients, we have made the decision to streamline our operations and focus exclusively on advancing KER-065, an asset we believe has therapeutic potential for individuals living with Duchenne muscular dystrophy (“DMD”),” said Jasbir S. Seehra, Ph.D., Chief Executive Officer of Keros Therapeutics. “By prioritizing our most promising clinical program, we expect Keros to operate with greater precision and urgency to unlock additional value for stockholders. With a refined strategy, streamlined leadership and a strong clinical foundation, we believe we are well-positioned to initiate the next phase of clinical development for KER-065.”
The Company previously announced initial topline results from the Phase 1 clinical trial of KER-065 in healthy volunteers, with the trial achieving key objectives for safety, tolerability, pharmacokinetics and pharmacodynamics. The Company believes that the robust data supports the advancement of the program into a Phase 2 clinical trial of KER-065 in patients with DMD, which the Company expects to initiate in the first quarter of 2026, subject to positive regulatory interaction.
Board and Leadership Changes
To support Keros’ strategic realignment, the Company is undergoing the following Board and leadership transitions:
•Jasbir S. Seehra, Ph.D., Chief Executive Officer, will assume the additional role of President, effective August 18, 2025. In this capacity, Dr. Seehra will continue to oversee the execution of Keros’ strategy and be deeply engaged in the day-to-day operations and scientific advancement of KER-065. At the same time, Dr. Seehra will step down as Chair of Keros’ Board and continue as a director of the Company.
•Jean-Jacques Bienaimé, Keros’ Lead Independent Director, has been appointed as Chair of the Board, effective August 18, 2025. With his proven track record of leadership, as well as his deep familiarity with Keros’ Board and pipeline as Lead Independent Director, Mr. Bienaimé will play a critical oversight role as the Company advances its pipeline into later stage development.
•Christopher Rovaldi, President and Chief Operating Officer, will cease his employment with Keros, effective August 18, 2025.
•Lorena Lerner, Ph.D., Senior Vice President, Research, is being promoted to Chief Scientific Officer, effective August 6, 2025.
•Given the Company’s streamlined operational structure and single-asset focus, certain senior vice president roles will be eliminated.
Dr. Seehra continued, “The Company is immensely grateful to Chris and other senior management members for their contributions to Keros. We wish them the best in their future endeavors.”
Second Quarter 2025 Financial Results
In a separate press release issued today, the Company announced its financial results for the second quarter ended June 30, 2025. The press release can be accessed on the Investors & Media page of Keros’ website.
About Keros Therapeutics, Inc.
Keros is a clinical-stage biopharmaceutical company focused on developing and commercializing novel therapeutics to treat a wide range of patients with disorders that are linked to dysfunctional signaling of the TGF-ß family of proteins. Keros is a leader in understanding the role of the TGF-ß family of proteins, which are master regulators of the growth, repair and maintenance of a number of tissues, including blood, bone, skeletal muscle, adipose and heart tissue. By leveraging this understanding, Keros has discovered and is developing protein therapeutics that have the potential to provide meaningful and potentially disease-modifying benefit to patients. Keros’ lead product candidate, KER-065, is being developed for the treatment of neuromuscular diseases, with an initial focus on Duchenne muscular dystrophy. Keros’ most advanced product candidate, elritercept, is being developed for the treatment of cytopenias, including anemia and thrombocytopenia, in patients with myelodysplastic syndrome and in patients with myelofibrosis.
Cautionary Note Regarding Forward-Looking Statements
Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Words such as “anticipates,” “believes,” “continue,” “expects,” “enable,” “intention,” “potential” and “will” or similar expressions are intended to identify forward-looking statements. Examples of these forward-looking statements include statements concerning: Keros’ expectations regarding its strategy, progress and timing of its clinical trials for KER-065, including its regulatory plans; the therapeutic potential of KER-065; and timing of and any potential benefits from the Board and leadership transitions and strategic realignment. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among others: Keros’ limited operating history and historical losses; Keros’ ability to raise additional funding to complete the development and any commercialization of its product candidates; Keros’ dependence on the success of its product candidates, KER-065 and elritercept; that Keros may be delayed in initiating, enrolling or completing any clinical trials; competition from third parties that are developing products for similar uses; Keros’ ability to obtain, maintain and protect its intellectual property; and Keros’ dependence on third parties in connection with manufacturing, clinical trials and preclinical studies.
These and other risks are described more fully in Keros’ filings with the Securities and Exchange Commission (the “SEC”), including the “Risk Factors” section of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 6, 2025, and its other documents subsequently filed with or furnished
to the SEC. All forward-looking statements contained in this press release speak only as of the date on which they were made. Except to the extent required by law, Keros undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
Contacts
Investor Contact:
Justin Frantz
jfrantz@kerostx.com
617-221-6042
Media Contact:
Mahmoud Siddig / Adam Pollack / Viveca Tress
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
keros-exhibit9928625
August 2025 Corporate Presentation
Corporate Presentation Statements contained in this presentation regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Words such as "anticipates," "believes," "expects," "intends," “plans,” “potential,” "projects,” “would” and "future" or similar expressions are intended to identify forward-looking statements. Examples of these forward-looking statements include statements concerning: Keros’ expectations regarding its growth, strategy, progress and the design, objectives, expected results and timing of its preclinical studies and clinical trials for KER-065, including its regulatory plans; the potential of Keros’ proprietary discovery approach; and Keros’ ability to drive long-term growth. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among others: Keros’ limited operating history and historical losses; Keros’ ability to raise additional funding to complete the development and any commercialization of its product candidates; Keros’ dependence on the success of its product candidates, KER-065 and elritercept; that Keros may be delayed in initiating, enrolling or completing any clinical trials; competition from third parties that are developing products for similar uses; Keros’ ability to obtain, maintain and protect its intellectual property; and Keros’ dependence on third parties in connection with manufacturing, clinical trials and preclinical studies. These and other risks are described more fully in Keros’ filings with the Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 6, 2025, and its other documents subsequently filed with or furnished to the SEC. All forward-looking statements contained in this presentation speak only as of the date on which they were made. Except to the extent required by law, Keros undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made. Certain information contained in this presentation relates to or is based on studies, publications, surveys and other data obtained from third-party sources and the Company’s own internal estimates and research. While we believe these third-party sources to be reliable as of the date of this presentation, it has not independently verified, and makes no representation as to the adequacy, fairness, accuracy or completeness of, any information obtained from third-party sources. Finally, while we believe our own internal research is reliable, such research has not been verified by any independent source. The trademarks included in this presentation are the property of the owners thereof and are used for reference purposes only. Disclaimer 2
KER-065 P R E C L I N I C A L Corporate Presentation Focused on Transforming the Lives of a Wide Range of Patients with Disorders Linked to Dysfunctional TGF-β Superfamily Signaling We believe our product candidates have the potential to unlock the full therapeutic benefits of modulating the TGF-β superfamily and provide disease-modifying benefit to patients P H A S E 3P R E C L I N I C A L P H A S E 1 P H A S E 2 Elritercept (KER-050) N E U R O M U S C U L A R Elritercept (KER-050) H E M A T O L O G Y Musculoskeletal Keros is a clinical-stage biopharmaceutical company Developing potentially differentiated product candidates designed to alter transforming growth factor-beta (TGF-β) signaling and target pathways critical for the growth, repair and maintenance of a number of tissue and organ systems Undisclosed Assets Obesity 3 Myelodysplastic Syndromes Myelofibrosis KER-065 Duchenne Muscular Dystrophy Additional Rare Neuromuscular Disorder
Corporate Presentation KER-065: Neuromuscular Diseases 4
Corporate Presentation 5 KER-065 KER-065 is an investigational modified activin receptor IIA (ActRIIA) and activin receptor IIB (ActRIIB) ligand trap • ~50% amino acids derived from each activin receptor KER-065 is designed to bind and inhibit activin A and myostatin to: • Improve muscle regeneration to increase muscle size and strength • Inhibit and reverse fibrosis • Inhibit inflammation • Reduce fat • Improve bone health through bone anabolic mechanisms KER-065 is designed differently from other activin receptor ligand traps: • Reduced binding to bone morphogenic proteins (BMPs) to avoid the vascular/bleeding events observed with ActRIIb-Fc derived from the native sequences
- Parker, A. E., et al. (2005). QJM 98, 729–736. doi: 10.1093/qjmed/hci113; 2. Tabebordbar, M., et al. (2013). Annu. Rev. Pathol. 8, 441–475. doi: 10.1146/annurev-pathol-011811-132450; 3.Wallace, G. Q., and McNally, E. M. (2009). Annu. Rev. Physiol. 71, 37–57. doi:10.1146/annurev.physiol.010908.1632164.4; 4. Mann, C. J.,et al. (2011). Skelet. Muscle 1:21. doi: 10.1186/2044-5040- 1-21; 5. Bushby K, Connor E. Clin Investig (Lond) 2011; 1:1217-1235; 6. Cruz Guzman, et al. Int J Endocrinol 2012; 2012:485376 Corporate Presentation 6 Chronic degenerative muscle diseases eventually lead to a collapse in the ability of muscle to regenerate and eventual loss of function DMD manifests as subtle motor defects postnatally leading to loss of ambulation and eventually death1,2 The National Organization for Rare Disorders estimates that approximately one in every 3,500 male births is affected by DMD worldwide In young boys with DMD, muscle undergoes continuous rounds of degeneration/regeneration, but eventually the ability of the muscle to regenerate declines due to a decline in muscle progenitor cells known as satellite cells2-4 KER-065: Duchenne Muscular Dystrophy (DMD) DMD Disease Progression5,6
HDAC Inhibitors • Modulate the deregulated activity of HDACs in dystrophic muscle • DuvyzatTM (givinostat) was approved by the FDA in patients aged 6+ • DuvyzatTM can cause dose-related thrombocytopenia and other signs of myelosuppression, including anemia and neutropenia Corporate Presentation 7 Current Treatment Landscape for DMD Gene Therapy • FDA granted ELEVIDYS® full approval for the treatment of ambulatory individuals aged 4+ and accelerated approval for the treatment of non-ambulatory individuals aged 4+ • Approved using the accelerated approval pathway on basis of expression of micro- dystrophin Exon Skipping • Four therapies approved by the FDA, each addressing a specific exon skipping mutation • Approved using the accelerated approval pathway on the basis of dystrophin production • Require weekly intravenous (IV) infusions Glucocorticoids • Help to maintain muscle function in DMD patients • Long-term treatment can have significant negative side effects, including bone loss, fluid retention, hyperglycemia, severe weight gain with fat deposits in the abdomen, face and neck Given limitations of currently available therapies, the need for additional treatments in DMD remains high
Corporate Presentation 8 Robust Preclinical Data Suggests Potential Benefits of KER-065 Activin inhibition (but not myostatin inhibition) offers therapeutic potential Offer muscle, bone and fat benefits: Potential to increase muscle mass, decrease fat mass and improve BMD, based on preclinical data and prior experience with ActRIIB-Fc and Keros molecules Reduce negative effects of glucocorticoid treatment: • Co-treatment with prednisolone increased both muscle mass and strength • Improved trabecular bone and strength in dystrophic D2.MDX mice treated in combination with glucocorticoids Ameliorate inflammation: A shift in the macrophage population from pro- inflammatory M1 macrophages to tissue-repairing M2 macrophages in dystrophic D2.MDX mice Promote muscle regeneration: Increased satellite cell proliferation and differentiation to myofibers in wild-type mice Help address underlying genetic deficiency: • Improved lean mass and grip strength and enhanced expression of truncated dystrophin in dystrophic D2.MDX mice after combination therapy with exon-skipping therapy (PMO) compared to treatment with PMO only • Increased utrophin expression and muscle strength in dystrophic D2.MDX mice Protect respiratory and cardiac function: Potential to slow muscle damage and reduce fibrosis that leads to increased strain on the cardio-pulmonary system Inhibition of both activins and myostatin can potentially offer greater benefit than myostatin inhibition alone D2.MDX = mouse model of DMD
Corporate Presentation 9 KER-065 Phase 1 Trial Design Part 1 Single Ascending Dose (SAD) (Double-blinded) Treatment period: 28 days Safety follow up: 28 days Single subcutaneous dose Part 2 Multiple Ascending Dose (MAD) (Double-blinded) Treatment period: 85 days Safety follow up: 56 days Three subcutaneous doses (28 days apart) Endpoints Primary: Safety Secondary: PK Exploratory: PD (imaging and serum biomarkers)1 mg/kg Active n=4 Placebo n=2 5 mg/kg Active n=4 Placebo n=2 3 mg/kg Active n=4 Placebo n=2 2 mg/kg Active n=6 Placebo n=2 1.25 mg/kg Active n=8 Placebo n=4 Key Inclusion Criteria Part 1 SAD: Males ≥ 18 to ≤ 65 years BMI ≥ 18 to ≤ 35 kg/m2 Part 2 MAD: Males ≥ 18 to ≤ 65 years BMI ≥ 27 to ≤ 35 kg/m2 WHR ≥ 0.9 All data in this presentation are presented as of a data cut-off date of February 6, 2025. Data are presented through the treatment period (MAD Day 85).
Corporate Presentation 10 Baseline Demographics Consistent with Desired Population to Enroll All participants in this trial were male and generally healthy Higher baseline weight, BMI and waist-to-hip ratio in MAD relative to SAD, further supporting evaluation of body composition parameters Wide ranges within various characteristics, reflecting anthropometric diversity among trial population SAD MAD Placebo (N=6) KER-065 1.0 mg/kg (N=4) KER-065 3.0 mg/kg (N=4) KER-065 5.0 mg/kg (N=4) Placebo (N=6) KER-065 1.25 mg/kg (N=8) KER-065 2.0 mg/kg (N=7)* Age (yrs) Mean (SD) 33.0 (8.46) 28.0 (6.93) 26.3 (11.84) 26.5 (7.33) 46.2 (9.37) 38.8 (11.78) 34.6 (12.01) Min, Max 23, 45 22, 38 20, 44 19, 35 33, 61 26, 61 18, 52 Weight (kg) Mean (SD) 74.36 (12.76) 76.30 (13.32) 70.18 (6.06) 67.64 (14.94) 99.72 (9.85) 94.82 (10.18) 91.11 (7.62) Min, Max 58.0, 94.6 59.1, 87.7 64.5, 77.8 52.1, 82.3 87.7, 117.0 74.5, 105.5 78.0, 100.0 BMI (kg/m2) Mean (SD) 24.55 (3.42) 24.80 (3.27) 23.85 (2.52) 23.00 (3.26) 30.40 (2.94) 30.21 (2.06) 29.76 (1.53) Min, Max 19.4, 27.9 21.8, 29.3 21.1, 26.5 20.0, 27.3 27.5, 34.5 27.1, 33.2 27.6, 32.1 Waist-to-Hip Ratio Mean (SD) 0.88 (0.11) 0.88 (0.04) 0.87 (0.08) 0.79 (0.04) 0.93 (0.02) 0.93(0.04) 0.92 (0.03) Min, Max 0.76, 1.02 0.84, 0.93 0.77, 0.98 0.76, 0.86 0.90, 0.95 0.86, 0.98 0.90, 0.99 Height (cm) Mean (SD) 173.95 (8.3) 175.03 (9.6) 171.68 (2.6) 170.70 (9.05) 181.18 (6.1) 177.01 (6.7) 174.97 (8.4) Min, Max 159.3, 184.0 164.7, 187.3 168.5, 174.8 161.3, 182.0 170.7, 186.5 164.6, 186.0 160.0, 188.0 *One participant discontinued (for personal reasons and unrelated to an adverse event or study drug) following the first dose and a new participant was added to the cohort
Corporate Presentation 11 Treatment with KER-065 Was Generally Well Tolerated Most TEAEs were mild (Grade 1) to moderate (Grade 2) No dose-limiting toxicities or serious adverse events were observed No bleeding events / telangiectasias were observed One unrelated Grade 4 TEAE* was observed (transient CK elevation) AE grading was based on the DAIDS Table for Grading the Severity of Adult and Pediatric Adverse Events, Version 2.1 (July 2017). CK = creatine kinase , IMP = Investigational medicinal product; TEAE = Treatment-emergent adverse event; TESAE = Treatment-emergent serious adverse event *Grade 4 AE in participant receiving KER-065 2.0 mg/kg: CK elevation to ~17,000 that was unrelated to study drug. Participant had recently undergone 45 minutes of weightlifting. Symptoms only of mild biceps soreness after curls. CK decreased by 50% within 2 days and resolved without sequelae within 2 weeks. Participant received a subsequent dose of KER-065 and did not experience a CK elevation. SAD MAD Placebo (N=6) n (%) KER-065 1.0 mg/kg (N=4) n (%) KER-065 3.0 mg/kg (N=4) n (%) KER-065 5.0 mg/kg (N=4) n (%) Placebo (N=6) n (%) KER-065 1.25 mg/kg (N=8) n (%) KER-065 2.0 mg/kg (N=7) n (%) TEAE 5 (83.3) 3 (75.0) 3 (75.0) 4 (100) 5 (83.3) 8 (100) 6 (85.7) Related TEAE 2 (33.3) 2 (50.0) 3 (75.0) 4 (100) 2 (33.3) 6 (75.0) 6 (85.7) Gr ≥3 TEAE 0 0 1 (25.0) 0 1 (16.7) 1 (12.5) 2 (28.6) Related TEAE of ≥Gr 3 0 0 1 (25.0) 0 0 1 (12.5) 0 TESAE 0 0 0 0 0 0 0
Corporate Presentation 12 Treatment with KER-065 Was Generally Well Tolerated Most Commonly Reported TEAEs (TEAE Preferred Term) SAD MAD KER-065 1.0 mg/kg (N=4) n (%) KER-065 3.0 mg/kg (N=4) n (%) KER-065 5.0 mg/kg (N=4) n (%) KER-065 Total (N=12) n (%) Placebo (N=6) n (%) KER-065 1.25 mg/kg (N=8) n (%) KER-065 2.0 mg/kg (N=7) n (%) KER-065 Total (N=15) n (%) Placebo (N=6) n (%) Injection site erythema 2 (50.0) 2 (50.0) 0 4 (33.3) 2 (33.3) 4 (50.0) 3 (42.9) 7 (46.7) 0 Headache 1 (25.0) 0 2 (50.0) 3 (25.0) 0 1 (12.5) 4 (57.1) 5 (33.3) 1 (16.7) Blood creatine phosphokinase increased 0 2 (50.0) 1 (25.0) 3 (25.0) 0 3 (37.5) 1 (14.3) 4 (26.7) 1 (16.7) Alanine aminotransferase increased 0 0 1 (25.0) 1 (8.3) 0 2 (25.0) 2 (28.6) 4 (26.7) 2 (33.3) Lipase increased 0 1 (25.0) 0 1 (8.3) 0 2 (25.0) 2 (28.6) 4 (26.7) 0 Injection site pain 1 (25.0) 0 0 1 (8.3) 2 (33.3) 1 (12.5) 2 (28.6) 3 (20.0) 0 Aspartate aminotransferase increased 0 0 1 (25.0) 1 (8.3) 0 2 (25.0) 1 (14.3) 3 (20.0) 3 (50.0) Injection site pruritus 0 1 (25.0) 0 1 (8.3) 0 1 (12.5) 2 (28.6) 3 (20.0) 0 All injection site reactions (except two Grade 3 injection site erythema AEs) were not severe; all resolved without sequelae All headache AEs (except one Grade 2) were mild; all resolved without sequelae. The lab value-based AEs were transient and resolved without sequelae
Corporate Presentation 13 Observed Mean Change in Hemoglobin From Baseline Dose of KER-065 Increases in hemoglobin were asymptomatic and reversible SAD: • Increases in hemoglobin were observed, most prominently in the highest dose MAD: • Hemoglobin increase observed, primarily following the initial dose and to a lesser degree upon each subsequent dose • Higher dose level in MAD was not associated with a greater increase in hemoglobin -1 0 1 2 3 4 5 H em og lo bi n C ha ng e fr om b as el in e (M ea n ± S EM ) Dose 1 Dose 2 Dose 3 -1 0 1 2 3 4 5 He m og lo bi n Ch an ge fr om b as el in e (M ea n ± S EM ) SAD Placebo (N=6) SAD 1 mg/kg (N=4) SAD 3 mg/kg (N=4) Day 28 SAD 5 mg/kg (N=4) *denotes N=7 after dose 1 for MAD 2mg/kg
14 BSAP CTX Bone specific alkaline phosphatase (BSAP) is a biomarker of bone formation C-terminal telopeptide (CTX) is a biomarker of bone resorption Increases in BSAP and Decreases in CTX Observed Following KER-065 Administration Corporate Presentation KER-065 treatment demonstrated the potential for bone anabolic activity by simultaneously increasing bone formation (BSAP) while inhibiting bone resorption (CTX) Data represented at each timepoint is baseline through day listed 0 10 20 30 40 50 D29 D57 D85 BS AP M ax im um % in cr ea se fr om b as el in e (M ea n ± S EM ) -80 -60 -40 -20 0 20 D29 D57 D85 Ty pe I Co lla ge n C- Te lo pe pt id es M ax im um % d ec re as e fr om b as el in e (M ea n ± S EM )
Corporate Presentation 15 KER-065 Administration Led to Increased Whole Body Bone Mineral Density (BMD) Changes in bone biomarkers of increased bone formation and reduced bone resorption were consistent with tissue level changes, as demonstrated by observed increase in BMD Maximum increase data represented is baseline through day listed -2 -1 0 1 2 Day 85 W ho le B od y B M D M ax im um % In cr ea se fr om b as el in e (M ea n ± S EM ) -2 -1 0 1 2 Visit Day W ho le b od y B M D % C ha ng e fr om b as el in e (M ea n ± S E M ) 6 3 6 8 7 8 7 6 Number of Participants 1 56 8529
16 Adiponectin Leptin Adiponectin is a biomarker of fat mobilization Leptin is a biomarker of fat mass Adiponectin Increased and Leptin Decreased Following KER-065 Administration Corporate Presentation Observed increase in adiponectin and reduction in leptin are supportive of fat mobilization Data represented at each timepoint is baseline through day listed 0 30 60 90 120 D29 D57 D85 A di po ne ct in M ax im um % in cr ea se fr om b as el in e (M ea n ± S EM ) -60 -40 -20 0 D29 D57 D85 Le pt in M ax im um % d ec re as e fr om b as el in e (M ea n ± S EM )
-15 -10 -5 0 5 Day 85 Vi sc er al F at M ax im um % C ha ng e fr om b as el in e (M ea n ± S EM ) -10 -5 0 5 Day 85 W ho le B od y Fa t M as s M ax im um % In cr ea se fr om b as el in e (M ea n ± S EM ) DXA = dual-energy X-ray absorptiometry; MRI = magnetic resonance imaging Corporate Presentation 17 KER-065 Administration Led to Decreases in Fat Mass Whole body fat mass (DXA) Visceral fat mass (DXA) Observed changes in fat mobilization biomarkers are consistent with the observed reductions in whole body and visceral fat mass Data represented is baseline through day listed
Corporate Presentation 18 KER-065 Administration Led to Increases in Muscle Mass Lean body mass (DXA) Thigh muscle volume (MRI) Observation of increased skeletal muscle, as demonstrated by increases in whole body lean mass (DXA) and thigh muscle volume (MRI) Data represented is baseline through day listed; * denotes additional participant MRI in MAD 2 mg/kg cohort 0 1 2 3 4 Day 85 W ho le B od y Le an M as s M ax im um % In cr ea se fr om b as el in e (M ea n ± S EM ) 0 1 2 3 4 Day 71/85 Th ig h M us cl e Vo lu m e M ax im um % In cr ea se fr om b as el in e (M ea n ± S EM )
Corporate Presentation 19 Encouraging Preclinical and Phase 1 Trial Data Support Rationale for Phase 2 Trial Trial met key objectives for safety, tolerability, pharmacokinetics and pharmacodynamics • Pharmacokinetic profile generally consistent with that of a well-behaved biologic • Dose exposure levels supportive of monthly dosing KER-065 was generally well-tolerated, with no major safety signals observed as of the data cut-off date Pharmacodynamic data offer multiple lines of evidence that we may be achieving sufficient activin inhibition across tissues of interest, at drug exposures that we anticipate targeting in DMD We plan on engaging with regulatory authorities on the KER-065 program in Q3 2025. Subject to the outcome of these regulatory interactions, we expect to: • Initiate a Phase 2 clinical trial in patients with DMD in Q1 2026
Corporate Presentation 20 We Have Received Positive Feedback from Leading DMD Experts on KER-065 Preclinical and Phase 1 Clinical Data “These preclinical data are very exciting, and I will be delighted to see this progressing to clinic .” Laurent Servais, MD PhD, Professor of Paediatric Neuromuscular Diseases, Oxford “Vertebral fractures are a water-shed moment. KER- 065 could help reduce these in patients with DMD.” Emma Ciafaloni, MD, Professor of Neurology and Pediatrics, University of Rochester, and Chair of the Clinical Research Committee MDSTARnet “KER-065 appears promising and may have the potential to benefit a broad spectrum of patients with DMD, from young ambulatory boys to older, non-ambulatory individuals.” Liesbeth De Waele, MD, Deputy Head of Clinics, Dept. of Paediatric Neurology, University Hospitals Leuven in Belgium
Corporate Presentation 21 Phase 1 Data Support Potential for KER-065 to Address Multiple Aspects of DMD Bone Fat Muscle Reduced muscle strength, loss of ambulation and use of glucocorticoids in DMD contribute to the development of secondary osteoporosis KER-065 elicited: • Increases in BSAP demonstrating mobilization of osteoblasts, which are crucial for bone formation • Decreases in CTX, a biomarker that measures the rate of bone resorption • Increased whole body bone mineral density Decreased mobility and the use of glucocorticoids are associated with increased risk of obesity and related negative health consequences KER-065 elicited: • Increases in adiponectin, a biomarker of fat mobilization • Decreases in leptin, a biomarker of fat mass observed • Corresponding decreases in fat mass, both whole body and visceral fat mass, were observed In DMD, the replacement of muscle fibers with fatty and fibrotic tissue leads to progressive loss of muscle strength and function, leading to immobility and respiratory and cardiac complications KER-065 elicited: • Increased lean muscle mass • Increased thigh muscle volume
Corporate Presentation 22 Therapeutic Potential in a Broad Range of Neuromuscular Diseases Created with BioRender Based on observed pharmacology in preclinical studies and the Phase 1 clinical trial, we believe KER-065 has potential in multiple, rare neuromuscular diseases with high unmet need BMD = Becker muscular dystrophy; LGMD = limb-girdle muscular dystrophy; CMD = congenital muscular dystrophy; ALS = amyotrophic lateral sclerosis; SMA = spinal muscular atrophy Neuromuscular disorders arise from: • Mutations in genes coding for structural proteins that are unable to connect the contractile apparatus to the basal lamina o Examples: DMD, BMD, LGMD and CMD • Failure of transmission of the signal from motoneuron to the muscle o Examples: ALS, SMA and myasthenia gravis Regardless of the underlying cause, the pathology in the skeletal muscle is similar: • Mutations in the structural protein gene lead to weaker muscle that is easily damaged, resulting in inflammation, inhibition of muscle regeneration, replacement of muscle with fat and fibrosis • Inability of the motoneuron to stimulate muscle leads to muscle wasting and replacement with fat and fibrosis
B Elritercept (KER-050) Investigational Treatment for Anemia and Thrombocytopenia in Patients with Myelodysplastic Syndromes and in Patients with Myelofibrosis Corporate Presentation 23
BCorporate Presentation Global License Agreement with Takeda Pharmaceuticals 24 On December 3, 2024, Keros announced it had entered into an exclusive license agreement with Takeda to develop, manufacture and commercialize elritercept globally, other than mainland China, Hong Kong, and Macau Financials: • Keros received an upfront payment of $200 million • Eligible to receive development, approval and commercial milestone payments of over $1.1 billion • Tiered royalties on net sales in the low double-digits to high teens Under the terms of the agreement, in January 2025, Takeda became responsible for all clinical development, manufacturing and commercialization of elritercept in its territory
B Imbalanced TGF-β Signaling in Bone Marrow Results in Ineffective Hematopoiesis and Poor Outcomes in Both MDS and MF1,2,3 Inhibition of Activin A may restore effective hematopoiesis and improve outcomes Poor Outcomes 1. Verma A, et al. J Clin Inv 2020; 2. Portale F, et al., Haematologica. 2019, 3. Rambaldi B., et al, Ann Hematol. 2021 BMP = bone morphogenetic protein; GDF = growth differentiation factor Myelosuppressive Ineffective Hematopoiesis Diseased Bone Marrow & Osteohematopoietic Niche Corporate Presentation 25
BCorporate Presentation MDS MDS is a collection of bone marrow disorders characterized by ineffective hematopoiesis and peripheral cytopenias. Clinical Consequences The clinical consequences of MDS include anemia, bleeding, iron overload, cardiovascular disease and progression to acute myeloid leukemia (AML). Survival Ranges Median survival ranges from approximately nine years for very low-risk patients to less than a year for high-risk patients. Scope In the United States, there are 60,000 to 170,000 patients living with MDS and 15,000 to 20,000 new cases of MDS reported each year. Disease Overviews 26 MF MF is a rare cancer of the bone marrow in which the marrow is replaced by scar tissue and is not able to produce healthy blood cells. Current Treatments Currently, there are limited therapeutic options to address the MF-associated cytopenias. Patients not only often experience multiple disease-associated, but also treatment-emergent, cytopenias, including anemia and thrombocytopenia. Scope In the United States, there are 16,000 to 18,500 patients living with MF and approximately 3,000 newly diagnosed each year. Clinical Consequences MF is characterized by ineffective hematopoiesis, an enlarged spleen, bone marrow fibrosis and shortened survival. Both anemia and thrombocytopenia are negative prognostic indicators. Anemia is prevalent in MF (one study reported anemia in 64% of patients beyond 1 year of diagnosis1) and is associated with reduced quality of life and reduced survival.2 Myelodysplastic Syndrome Myelofibrosis 1. Tefferi A, et al. Mayo Clin Proc. 2012; 2. Passamonti F, et al., Crit Rev Oncol Hematol. 2022
B As of the August 30, 2024 data cut-off date1: • Elritercept was generally well-tolerated • Robust responses were observed in a broad range of patients, including those with high transfusion burden • Durable transfusion independent responses were observed with elritercept treatment • Sustained and clinically meaningful improvements in FACIT-Fatigue scores were observed with elritercept treatment Corporate Presentation 27 Ongoing Phase 2 Clinical Trial to Evaluate Elritercept in Patients with MDS 1. Giagounidis, et al. Blood 2024; 144 RP2D = Recommended Part 2 Dose of 3.75 mg/kg with the ability to titrate to 5 mg/kg once every four weeks; CMML: chronic myelomonocytic leukemia; high transfusion burden (HTB): ≥4 units of RBC/8 weeks for hemoglobin (Hgb) ≤9 g/dL; low transfusion burden (LTB): 1-3 units of RBC/8 weeks for Hgb ≤9 g/dL; non-transfused (NT): Hgb ≤10 g/dL; RS = ring sideroblasts.; IO = Iron Overload; IC = Iron Chelation
BCorporate Presentation 28 RENEW Trial: Ongoing Phase 3 Clinical Trial to Evaluate Elritercept in Patients with MDS Screening Assessments Screening Period Double-Blind Treatment Period (48 weeks + Extension Phase) Safety Follow-Up Period (8 weeks) Extension Phase (Variable – after Secondary Phase until treatment discontinuation) Primary Phase (24 weeks) Elritercept OR Placebo (Subcutaneous; every 4 weeks) Continue on Double-blind treatment (Subcutaneous; every 4 weeks) Secondary Phase (24 weeks) Elritercept OR Placebo (Subcutaneous; every 4 weeks) Randomization (2:1) MDS Disease Assessment* MDS Disease Assessment* Continue MDS Disease Assessments Every 24 Weeks During Extension Phase *Participants continue double-blind treatment if experiencing clinical benefit and no evidence of disease progression Long-Term Follow-Up Period (3 to 5 years) • Based on data from our Phase 2 clinical trial of elritercept in patients with MDS, we initiated a global, multicenter, double- blind, randomized, placebo-controlled Phase 3 RENEW clinical trial to evaluate the efficacy and safety of elritercept versus placebo in patients with transfusion-dependent anemia with lower-risk MDS • The primary endpoint is the proportion of patients achieving transfusion independence for at least eight weeks from baseline through week 24 • A key secondary endpoint is the proportion of patients achieving transfusion independence for at least 24 weeks from baseline through week 48
BCorporate Presentation 29 Ongoing Phase 2 Clinical Trial to Evaluate Elritercept as Monotherapy or in Combination with Ruxolitinib in Patients with MF Monotherapy: JAK inhibitor relapsed, refractory, intolerant or ineligible Combination with Ruxolitinib: Prior ruxolitinib treatment ≥ 8 weeks with stable dose ≥ 4 weeks Primary MF, Post-ET or Post-PV MF with Anemia Part 1: Dose Escalation 0.75 mg/kg to 4.5 mg/kg Key Eligibility • Transfusion dependent (TD): average of ≥6 RBC units/12 weeks with ≥1 transfusion within 28 days prior to treatment • Non-transfusion dependent (Non-TD): baseline hemoglobin < 10 g/dL, with or without transfusions • Baseline platelet count ≥ 25 x 109/L Objectives and Endpoints • Primary: To evaluate safety and tolerability of elritercept as monotherapy or in combination with ruxolitinib in patients with MF • Secondary/Exploratory: To evaluate effects of elritercept with or without ruxolitinib on: o Anemia, spleen volume, symptom score, exploratory biomarkers Trial Status • Data presented as of a data cut-off date of August 30, 2024 • Part 1 Dose escalation complete • RP2D identified as 3.75 mg/kg with option to up- titrate to 5 mg/kg Q4W • Part 2 Dose Expansion open and enrolling (32 patients enrolled, N=8 monotherapy, N=24 combination). • 73 patients (N=29 monotherapy, N=44 combination) enrolled in Parts 1 and 2 Monotherapy: JAK inhibitor relapsed, refractory, intolerant or ineligible Combination with Ruxolitinib: Prior ruxolitinib treatment ≥ 8 weeks with stable dose ≥ 4 weeks Part 2: Dose Expansion RP2D Post-ET = post-essential thrombocythemia; Post-PV= post polycythemia vera; JAK = Janus kinase
B 30Corporate Presentation Elritercept Was Generally Well-Tolerated in Patients with Significant Disease Burden Data are presented as of a data cut-off date of August 30, 2024 N/A= not applicable Category Monotherapy (N=29) Combination (N=44) Total (N=73) TEAEs, n (%) 29 (100) 40 (90.9) 69 (94.5) Most Frequent TEAEs (≥ 15% of patients), n (%) Thrombocytopenia Diarrhoea 10 (34.5) 5 (17.2) 5 (11.4) 9 (20.5) 15 (20.5) 14 (19.2) TESAEs, n (%) 12 (41.4) 14 (31.8) 26 (35.6) Treatment-Related TEAEs, n (%) Elritercept Related Ruxolitinib Related 11 (37.9) N/A 15 (34.1) 13 (29.5) 26 (35.6) 13 (17.8) Treatment-Related TESAEs, n (%) Elritercept Related Ruxolitinib Related 1 (3.4) N/A 1 (2.3) 2 (4.5) 2 (2.7) 2 (2.7) TEAEs Leading to Discontinuation, n (%) Elritercept Discontinuation Ruxolitinib Discontinuation 6 (20.7) N/A 3 (6.8) 3 (6.8) 9 (12.3) 3 (4.1) TEAEs Leading to Death, n (%) 4 (13.8) 2 (4.5) 6 (8.2) • Most frequently reported TEAEs across both arms were thrombocytopenia and diarrhoea • Grade ≥ 3 thrombocytopenia in 12 (16.4%): • Monotherapy: 8 (27.6%) • Combination: 4 (9.1%) • 14 of the 15 patients with a TEAE of thrombocytopenia had baseline platelets < 150 x 109/L • In Part 1 Dose Escalation, 1 patient (monotherapy, 1.5 mg/kg dose) experienced a dose limiting toxicity (DLT) of Hgb increase ≥ 2 g/dL, which met protocol criteria for dose reduction and was not associated with AEs • There were 2 TESAEs (anemia and fall) considered related to elritercept, and 2 TESAEs (anemia and external ear neoplasm) considered related to ruxolitinib by the treating Investigator • 6 patients had TEAEs unrelated to drug leading to death (pneumonia, pneumonia aspiration, multiple organ dysfunction, transformation to AML, cerebrovascular accident, septic shock)
B 31Corporate Presentation Data Support Potential for Elritercept to Address Multiple Aspects of MF Hematopoiesis Spleen Size Symptoms • Increases in Hgb were observed in both monotherapy and combination arms • Reductions in transfusion burden observed in both arms further support potential to address ruxolitinib associated anemia as well as anemia due to underlying MF • In evaluable* patients receiving 3mg/kg of elritercept or higher in combination with ruxolitinib 10/16 (62.5%) had a reduction ≥ 50% and 6/16 (37.5%) achieved TI • Platelet counts were generally maintained or improved in patients in both arms, including those with thrombocytopenia at baseline • 8/20 (40%) evaluable patients showed reduction ≥ 10% in spleen size at Week 24 • Evaluable patients had baseline spleen size ≥ 450 cm3 and a Week 24 spleen volume assessment • 3/20 (15%) had reductions ≥ 35% • Among the 8 evaluable patients in the combination arm with a starting dose of 3 mg/kg or higher, 7/8 (88%) had some reduction in spleen size at week 24 • Observed reductions in spleen volume support potential for elritercept to treat splenomegaly, particularly in combination with ruxolitinib • Overall, across both arms, MF-SAF-TSS symptom scores were reduced in 18/27 (67%) of evaluable patients at Week 24 • Evaluable patients had MF-SAF-TSS ≥ 10 or had at least 2 symptoms with an average score ≥ at baseline and a week 24 assessment • 5 patients had reductions ≥ 50% including 3 in monotherapy and 2 in combination arm Data are presented as of a data cut-off date of August 30, 2024. *Patients were included in the analysis if they received ≥ 3 RBC U/12 weeks at baseline with at least 12 consecutive weeks of postbaseline RBC transfusion data in the first 24 weeks. Patients without 12 consecutive weeks of transfusion data (n=10; 6 monotherapy, 4 combination) were excluded from the analysis. MF-SAF-TSS = Myelofibrosis symptom assessment for total symptom score
Corporate Presentation Proprietary Discovery Approach 32
Corporate Presentation We have developed a proprietary library of ActRII ligand traps by combining sequences from ActRIIA and ActRIIB ▸ We have engineered molecules that are designed to have the therapeutic properties of either or both parent molecules ▸ Our ActRII program has produced a broader pipeline of engineered ligand traps, and we currently have an expansive library of unique variants in preclinical development ▸ KER-065 was nominated out of this proprietary library of ActRII ligand traps for clinical development This discovery approach has the potential to identify additional molecules with differentiated profiles from existing third-party products and product candidates ▸ Pipeline of preclinical assets: musculoskeletal; obesity; other undisclosed indications Proprietary Discovery Approach 33
Corporate Presentation Delivering on Our Priorities to Drive Long-Term Growth 34 Proven record of advancing molecules from discovery to value creation – We discovered elritercept and advanced it into two Phase 2 clinical trials, one in patients with MDS and one in patients with MF, and one Phase 3 clinical trial in patients with MDS. Keros’ December 2024 global license agreement with Takeda included $200 million upfront, future potential milestone payments over $1.1 billion, and tiered royalties on net sales. We have demonstrated a disciplined approach to capital allocation – We manage our clinical programs dynamically, utilizing a data-driven approach to determine which assets to develop. This operating model led to the decision to deprioritize cibotercept. Our extensive knowledge of our assets and drug development informs our decision-making process regarding when to pursue demonstrating proof-of-concept, balanced with the imperative of maintaining an efficient timeframe and cost- effective budget. We believe we are well-positioned to establish proof-of-concept of KER-065 and expand development into additional rare neuromuscular diseases – Based on observed pharmacology in preclinical studies and the Phase 1 clinical trial, we believe KER-065 has a differentiated profile in multiple, rare neuromuscular diseases with high unmet medical need.