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LEXINGTON, Mass. - Keros Therapeutics, Inc. (NASDAQ:KROS), a clinical-stage biopharmaceutical company, announced today that Glass Lewis & Co., a leading independent proxy advisory firm, has recommended that Keros stockholders vote in favor of all three director nominees proposed by the company for the upcoming Annual Meeting of Stockholders scheduled for June 4, 2025.
The endorsement from Glass Lewis comes amid a strategic review process initiated by Keros, which has been challenged by ADAR1 Capital Management, LLC (ADAR1), an investment firm that has opposed two of Keros’s board members. Glass Lewis’s report highlighted that the current board’s decision-making and strategic review process appear measured and reasonable, suggesting that the company’s share price decline was primarily due to inherent clinical development risks rather than board-level mismanagement. InvestingPro data shows the company maintains strong financial health with a current ratio of 19.29, indicating robust liquidity management.
In response to ADAR1’s campaign, Keros has defended the qualifications of its board, emphasizing the directors’ experience and their representation of stockholders’ interests. The company’s board consists of nine directors, the majority of whom are independent, including four stockholder representatives.
Keros also highlighted the diversity and expertise of its board, which includes significant experience in biotechnology, drug development, capital allocation, and business development. The board’s current focus is on completing the strategic review process, which aims to maximize stockholder value.
The company’s statement also refuted ADAR1’s claims that a voting recommendation by Institutional Shareholder Services (ISS) endorsed ADAR1’s campaign, clarifying that ISS’s recommendation followed standard voting guidelines and did not address ADAR1’s allegations.
Keros Therapeutics specializes in developing therapeutics for disorders linked to dysfunctional signaling of the transforming growth factor-beta (TGF-β) family of proteins. The company’s product candidates include treatments for pulmonary arterial hypertension, cardiovascular disorders, neuromuscular diseases, and cytopenias. With analysts forecasting 58.59% revenue growth this year and multiple positive earnings revisions, InvestingPro subscribers can access 13 additional investment tips and detailed financial metrics to better evaluate the company’s potential.
This article is based on a press release statement from Keros Therapeutics, Inc.
In other recent news, Keros Therapeutics has announced the exploration of strategic alternatives to enhance stockholder value, including potential sales or business combinations. The company has established an independent Strategic Committee to evaluate these options, with an update expected within 60 days. In parallel, Keros has implemented a limited-duration stockholder rights plan to prevent any single entity from acquiring significant control without a fair premium. Meanwhile, ADAR1 Capital Management, a major shareholder holding 13.3% of Keros, has voiced dissatisfaction with the company’s governance and strategic direction, urging for changes in board representation and a focus on more promising drug candidates. ADAR1 has also called for a reduction in workforce and a return of excess capital to shareholders.
Additionally, Keros has entered into an agreement with Pontifax, which includes the nomination of current board members for re-election and mutual non-disparagement obligations. In analyst activity, H.C. Wainwright has lowered the price target for Keros to $25, maintaining a Buy rating, following the early termination of the TROPOS trial due to safety concerns. Truist Securities also reiterated a Buy rating with a $25 price target, highlighting Keros’s cash reserves and partnership with Takeda Pharmaceuticals as potential value drivers. These developments reflect a period of significant strategic evaluation and shareholder engagement for Keros Therapeutics.
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