SEC Form 8-A12B filed by Keros Therapeutics Inc.
$KROS
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
| Keros Therapeutics, Inc. | ||
(Exact name of Registrant as specified in its charter)
| Delaware | 81-1173868 | ||||
| (State of other jurisdiction of incorporation or organization) | (I.R.S. Employer I.D. No.) | ||||
1050 Waltham Street, Suite 302, Lexington, Massachusetts
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class each class is to be registered | Name of each exchange on which to be so registered | ||||
| Preferred Share Purchase Rights | The Nasdaq Stock Market LLC | ||||
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ]
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. [ ]
Securities Act registration statement or Regulation A offering statement file number to which this form relates (if applicable): Not applicable.
Securities to be registered pursuant to Section 12(g) of the Act: None.
Item 1. Description of Securities to be Registered.
On April 9, 2025, the Board of Directors (the “Board”) of Keros Therapeutics, Inc. (the “Company”), a Delaware corporation, declared a dividend of one preferred share purchase right (“Right”) for each outstanding share of common stock, par value $0.0001 per share, of the Company, and adopted a stockholder rights plan, as set forth in the Rights Agreement, dated as of April 9, 2025 (the “Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent. The dividend is payable to stockholders holders of record of the Company as of the close of business on April 24, 2025.
Each Right will allow its holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.0001 per share, for $165.00, once the Rights become exercisable.
The Rights are in all respects subject to and governed by the provisions of the Rights Agreement, which is incorporated herein by reference. The description of the Rights is incorporated herein by reference to the description set forth under Items 1.01, 3.03 and 5.03 of the Company’s Current Report on Form 8-K filed on April 10, 2025 and is qualified in its entirety by reference to the full text of the Rights Agreement included as Exhibit 4.1 to such Current Report.
Item 2. Exhibits.
| Exhibit No. | Description | |||||||
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: April 10, 2025 | ||||||||
| KEROS THERAPEUTICS, INC. | ||||||||
| By: | /s/ Jasbir Seehra | |||||||
| Name: Jasbir Seehra | ||||||||
| Title: Chief Executive Officer | ||||||||