On January 9, 2024 Keros Therapeutics, Inc. ("Keros" or "we") (Nasdaq: KROS), a clinical-stage biopharmaceutical company focused on developing and commercializing novel therapeutics to treat a wide range of patients with disorders that are linked to dysfunctional signaling of the transforming growth factor-beta ("TGF-ß") family of proteins, reported the closing of the previously announced underwritten public offering of 4,025,000 shares of common stock on January 8, 2024, at a public offering price of $40.00 per share, inclusive of the underwriters’ exercise in full of their option to purchase up to an additional 525,000 shares of common stock at the public offering price (the "Option") (Press release, Keros Therapeutics, JAN 9, 2024, View Source [SID1234639158]). The net proceeds to Keros from the offering, before deducting offering expenses, were approximately $151.3 million. All of the common stock was offered by Keros. Based on its current operating plan, as a result of the full exercise of the Option, Keros believes that the net proceeds from this offering, together with its cash and cash equivalents as of September 30, 2023 and net proceeds of approximately $68.5 million from the sale of shares of its common stock pursuant to its at-the-market sales agreement subsequent to September 30, 2023, will enable Keros to fund its planned operating expenses and capital expenditure requirements into 2027.

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Goldman Sachs & Co. LLC, Leerink Partners, Piper Sandler and Truist Securities acted as joint book-running managers for the offering.

The offering was made pursuant to a shelf registration statement on Form S-3 that was filed with the Securities and Exchange Commission ("SEC") on May 3, 2021 and was effective upon filing. A final prospectus supplement and accompanying prospectus relating to the offering was filed with the SEC on January 4, 2024, and is available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained by visiting the SEC’s website or by contacting: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526 or by email at [email protected]; Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at 1-800-808-7525, ext. 6105, or by email at [email protected]; Piper Sandler & Co., Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, Minnesota 55402, by telephone at (800) 747-3924, or by email at [email protected]; or Truist Securities, Inc., Attention: Prospectus Department, 3333 Peachtree Road NE, 9th floor, Atlanta, GA 30326, by telephone at (800) 685-4786, or by email at [email protected].

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any offer or sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.