Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 1, 2022, Keros Therapeutics, Inc. (the “Company”) entered into an
offer letter (the “Offer Letter”) with Jennifer Lachey, which superseded in full
Dr. Lachey’s Executive Employment Agreement dated March 16, 2020, as amended by
that certain amendment dated January 1, 2022 (the “Prior Employment Agreement”),
to be effective September 1, 2022. Pursuant to the Offer Letter, Dr. Lachey’s
schedule and benefits eligibility will be adjusted to 75% of that for a
full-time employee. Dr. Lachey’s base salary will also be adjusted to be 75% of
her previous base salary. In addition, as of the effective date, the number of
shares subject to the then unvested portions of Dr. Lachey’s remaining options
(the “Unvested Options”) will be adjusted, such that only 75% of the number of
shares subject to each of the Unvested Options will remain outstanding.
Under the terms of the Offer Letter, Dr. Lachey is no longer eligible for
severance upon a termination without cause or a resignation for good reason. By
entering into the Offer Letter, Dr. Lachey acknowledged that the change in her
terms of employment was at her request and the Offer Letter does not constitute
grounds for “good reason” pursuant to the Prior Employment Agreement.
In addition, the Board determined that the duties and responsibilities of Dr.
Lachey have evolved such that she is no longer an “officer” within the meaning
of Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) or an “executive officer” within the meaning of Rule 3b-7 under
the Exchange Act. She remains employed by the Company and her title has been
changed from Chief Scientific Officer to Senior Vice President of Discovery.
Item 7.01 Regulation FD Disclosure.
On August 4, 2022, the Company updated its corporate presentation for use in
meetings with investors, analysts and others. The presentation is available
through the Company’s website and a copy is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
The information under Item 7.01 in this Current Report on Form 8-K, including
Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Exchange Act or otherwise subject to the
liabilities of that section. Such information and the accompanying Exhibit 99.1
are not incorporated by reference in any filing of the Company under the
Securities Act of 1933, as amended, or the Exchange Act, whether made before or
after the date hereof, regardless of any general incorporation language in such
filing, except as shall be expressly set forth by specific reference in such
filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Corporate Presentation dated August 2022.
Cover Page Interactive Data File (the cover page XBRL tags are
104 embedded within the Inline XBRL document)
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