Keros Therapeutics Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$KROS
Biotechnology: Pharmaceutical Preparations
Health Care
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): March 5, 2025
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 5, 2025, in connection with a periodic review of corporate governance matters, the board of directors (the “Board”) of Keros Therapeutics, Inc. (the “Company”) approved and adopted the Amended and Restated Bylaws of the Company (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately.
The Amended and Restated Bylaws, among other things:
•Update the procedural mechanics and disclosure requirements relating to director nominations submitted by stockholders pursuant to the advance notice provisions of the Amended and Restated Bylaws, including by:
◦requiring that any stockholder submitting such a nomination provide certain representations regarding engaging in a solicitation with respect to its nomination and to provide certain related documentation and confirmations with respect to Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (i.e., federal proxy rules regarding the use of “universal” proxy cards in contested director elections);
◦requiring that any stockholder soliciting proxies in accordance with its representations with respect to Rule 14a-19 notify the Company of any change in such intent within two business days;
◦limiting the number of nominees a stockholder may nominate for election at a stockholder meeting to the number of directors to be elected at such meeting;
◦clarifying how votes are treated by the Company in the event proxies for disqualified nominees for the Board are received; and
◦requiring that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white.
•enhance the disclosure requirements to include additional information regarding the stockholder making the director nomination(s), the director nominee(s), and their associates and affiliates and to require that the information is updated and supplemented to be accurate and timely;
•clarify certain procedures regarding stockholder meetings, including with respect to meeting place, adjournment and meeting notices, meeting conduct and stockholder lists, among other updates; and
•include various conforming edits and other updates that provide clarification and consistency.
The foregoing summary of, and the description of the revisions to, the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of such document, a copy of which is filed as Exhibit 3.1 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 | |||||||
| 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. Chief Executive Officer | ||||||||
Dated: March 6, 2025