ADAR1 Announces ISS Recommends Keros Therapeutics Stockholders WITHHOLD Votes from Directors Dr. Mary Ann Gray and Dr. Alpna Seth

ADAR1 Urges Board to Release Strategic Review Results Before, Not After, Annual Meeting

AUSTIN, Texas, May 21, 2025 /PRNewswire/ -- ADAR1 Capital Management, LLC (together with its affiliates, "ADAR1" or "We"), the largest stockholder of Keros Therapeutics (NASDAQ:KROS) ("Keros" or the "Company") with approximately 13.3% of the Company's outstanding shares, today announced that leading independent proxy advisory firm Institutional Shareholder Services Inc. ("ISS") has recommended that Keros stockholders WITHHOLD votes from incumbent directors Dr. Mary Ann Gray and Dr. Alpna Seth at the Company's upcoming Annual Meeting of Stockholders (the "Annual Meeting"), scheduled for June 4, 2025.

In its report, ISS raised serious concerns regarding the Company's governance and concluded that greater accountability at Keros is needed.

"We are pleased that ISS has recognized the need for improved governance and oversight at Keros," said Dr. Daniel Schneeberger, Managing Partner of ADAR1. "We believe this recommendation validates the concerns we have raised regarding the Company's Board and supports our view that stockholders would benefit from fresh, independent directors."

ADAR1 also noted that the Company announced that it intends to disclose the outcome of its strategic review process five days after the Annual Meeting. Stockholders are being asked to cast critical votes without knowing whether the Board's strategic process has produced a result that is in the best interests of stockholders. ADAR1 calls on the Company to disclose the results of its strategic review before the Annual Meeting so that stockholders can evaluate whether the outcome is satisfactory before deciding how to vote.

Dr. Schneeberger continued, "In our view, the Company's cash balance is grossly excessive relative to its clinical opportunities and any credible strategic use. There is no reason this Board cannot commit to a significant return of capital now. Its decision to delay announcing a plan until after the annual meeting raises additional concerns about the Board's stewardship and reinforces the need for accountability."

Stockholders can review ADAR1's investor presentation outlining the rationale for why ADAR1 is withholding support from Dr. Gray and Dr. Seth, which is available here.

About ADAR1 Capital Management

ADAR1 Capital Management is an SEC-registered investment manager based in Austin, Texas, focused on public and private equity investments in the life sciences and biotechnology sectors. The firm was founded in October 2018 by Dr. Daniel Schneeberger, who brings over 20 years of experience spanning scientific research, healthcare consulting, institutional investing, and executive leadership in the healthcare industry. He is supported by a team of experienced professionals with deep medical and scientific expertise and a strong track record of biopharmaceutical investing.

Forward-Looking Statements

Certain financial projections and statements made in this press release and accompanying materials have been derived or obtained from filings made with the Securities and Exchange Commission ("SEC") or other regulatory authorities and from other third-party reports. Neither ADAR1 nor any of its affiliates shall be responsible or have any liability for any misinformation contained in any third-party SEC or other regulatory filing or third-party report. Select figures presented in this press release and accompanying materials have not been calculated using generally accepted accounting principles ("GAAP") and have not been audited by independent accountants. Such figures may vary from GAAP accounting in material respects and there can be no assurance that the unrealized values reflected within such materials will be realized. Nothing in this press release and accompanying materials is intended to be a prediction of the future trading price or market value of securities of the Company. Words such as "anticipate", "believe", "could", "estimate", "expect", "may", "ought to", "plan", "project", "seek", "should", "will", "would" and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. Reliance on any forward-looking statements involves known and unknown risks and uncertainties and there is no assurance or guarantee that actual results or performance of the Company will not differ, and such differences may be material.  In addition, there can be no assurance or guarantee with respect to the prices at which any securities of the Company will trade, and such securities may not trade at prices that may be implied herein. The estimates, projections and potential impact of the opportunities identified by ADAR1 herein are based on assumptions that ADAR1 believes to be reasonable as of the date of this press release.

Contact:

[email protected]

512-254-3790

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SOURCE ADAR1 Capital Management LLC