ADAR1 Capital Management Calls for Keros Board to Collaborate on Company Strategy
On August 21, 2025, ADAR1 Capital Management, LLC, which holds approximately 13.3% of Keros Therapeutics' outstanding shares, released an open letter directed to the company's Board of Directors. This letter expressed dissatisfaction regarding the Board's reluctance to engage with ADAR1 concerning important matters such as corporate strategy, capital allocation priorities, and the refresh of the Board.
In the letter, ADAR1 detailed previous attempts to open a dialogue with the Keros Board. They recalled a communication made in July, where they sought a meeting to discuss strategies to enhance stockholder value. However, ADAR1 found their hopes misplaced as Keros' management continuously avoided direct interactions, instead routing communications through the company's financial advisor.
ADAR1 positioned Keros as undervalued, attributing its worth to a substantial cash balance and the present value derived from a partnership with Takeda regarding elritercept, which they believe should be distributed to shareholders as a contingent value right (CVR). ADAR1 voiced its intention to collaborate with the Board to unlock more value for all shareholders, emphasizing a united effort could yield favorable outcomes.
Additionally, ADAR1 highlighted a specific concern regarding the company’s announcement from June 9 about returning $375 million in excess capital. They noted that shareholders have been left in the dark for over two months with no updates on how or when this capital return would be executed, particularly emphasizing the importance of a special dividend.
While ADAR1 aims for a collaborative approach with the Board to realign Keros’s strategic direction for the benefit of all stakeholders, they warned that continued refusal for dialogue might lead them to seek the election of new Board members during the next Annual Meeting. They articulated their desire to see directors who are receptive to stockholder views and supportive of fiduciary responsibilities.
The letter concluded with a strong call for the current Board to recognize the potential for long-term value creation by genuinely engaging with its stockholders. ADAR1 stated the significant opportunity Keros has to build long-term value, which hinges on the Board's willingness to work constructively with its investors.
ADAR1 Capital Management operates out of Austin, Texas and specializes in investments focused on public and private equities in the life sciences and biotechnology industries. The firm, founded by Dr. Daniel Schneeberger in 2018, is equipped with a group of seasoned professionals committed to biopharmaceutical investments. ADAR1 has made it clear that they are ready to engage with Keros's Board in good faith, to create a more promising future for all of Keros's stakeholders.
In the letter, ADAR1 detailed previous attempts to open a dialogue with the Keros Board. They recalled a communication made in July, where they sought a meeting to discuss strategies to enhance stockholder value. However, ADAR1 found their hopes misplaced as Keros' management continuously avoided direct interactions, instead routing communications through the company's financial advisor.
ADAR1 positioned Keros as undervalued, attributing its worth to a substantial cash balance and the present value derived from a partnership with Takeda regarding elritercept, which they believe should be distributed to shareholders as a contingent value right (CVR). ADAR1 voiced its intention to collaborate with the Board to unlock more value for all shareholders, emphasizing a united effort could yield favorable outcomes.
Additionally, ADAR1 highlighted a specific concern regarding the company’s announcement from June 9 about returning $375 million in excess capital. They noted that shareholders have been left in the dark for over two months with no updates on how or when this capital return would be executed, particularly emphasizing the importance of a special dividend.
While ADAR1 aims for a collaborative approach with the Board to realign Keros’s strategic direction for the benefit of all stakeholders, they warned that continued refusal for dialogue might lead them to seek the election of new Board members during the next Annual Meeting. They articulated their desire to see directors who are receptive to stockholder views and supportive of fiduciary responsibilities.
The letter concluded with a strong call for the current Board to recognize the potential for long-term value creation by genuinely engaging with its stockholders. ADAR1 stated the significant opportunity Keros has to build long-term value, which hinges on the Board's willingness to work constructively with its investors.
ADAR1 Capital Management operates out of Austin, Texas and specializes in investments focused on public and private equities in the life sciences and biotechnology industries. The firm, founded by Dr. Daniel Schneeberger in 2018, is equipped with a group of seasoned professionals committed to biopharmaceutical investments. ADAR1 has made it clear that they are ready to engage with Keros's Board in good faith, to create a more promising future for all of Keros's stakeholders.
Topics Financial Services & Investing）
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