Keros Therapeutics Inc. filed SEC Form 8-K: Other Events, 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): June 17, 2024
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Item 8.01. Other Events.
As previously disclosed, on May 3, 2021, (i) Keros Therapeutics, Inc. (the “Company”) entered into a Sales Agreement (the “Agreement”) with Leerink Partners LLC (“Leerink Partners”) with respect to an at the market offering program, under which the Company may, from time to time in its sole discretion, issue and sell through Leerink Partners, acting as sales agent, shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and (ii) the Company filed a registration statement on Form S-3 (File No. 333-279094), including a base prospectus, with the Securities and Exchange Commission (the “SEC”) on May 3, 2024 (the “Shelf Registration Statement”), which became effective immediately upon filing.
On June 17, 2024, the Company filed a prospectus supplement to the Company’s Shelf Registration Statement for the issuance and sale, if any, of up to $350,000,000 of shares of Common Stock (the “Placement Shares”) by the Company under the Agreement.
Pursuant to the Agreement, Leerink Partners may sell the Placement Shares by any method permitted by law deemed to be an “at the market offering" as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on or through the Nasdaq Global Market, or on or through any other existing trading market for the Common Stock. Leerink Partners will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Placement Shares from time to time, based upon instructions from the Company (including any price or size limits or other customary parameters or conditions the Company may impose). Leerink Partners will not purchase any Placement Shares on a principal basis pursuant to the Agreement unless the Company and Leerink Partners enter into a separate written agreement setting forth the terms of such sale.
The Company will pay Leerink Partners a commission of up to 3.0% of the gross sales proceeds of any Placement Shares sold through Leerink Partners, acting as sales agent, under the Agreement.
The Company is not obligated to make any sales of Placement Shares under the Agreement. The offering of Placement Shares pursuant to the Agreement will terminate upon the earlier to occur of (i) the issuance and sale, through Leerink Partners, of all Placement Shares subject to the Agreement and (ii) termination of the Agreement in accordance with its terms.
The Agreement contains representations, warranties and covenants that are customary for transactions of this type. In addition, the Company has agreed to indemnify Leerink Partners against certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K.
Cooley LLP, counsel to the Company, has issued an opinion to the Company, dated June 17, 2024, regarding the validity of the Placement Shares. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 1.1 | ||||||||
| 5.1 | ||||||||
| 23.1 | ||||||||
| 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: June 17, 2024