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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES ACT OF 1934

(Amendment No. 1 )

Keros Therapeutics, Inc.

(Name of Issuer)

Arkin Bio Ventures Limited Partnership

6 HaChoshlim St., Bldg. C,

Herzliya 46724, Israel

Attn: Moshe Arkin

Telephone: 972-972-9-7883330

with a copy to:

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13(d)-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Section 240.13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

(Continued on following pages)

1	NAMES OF REPORTING PERSONS:
	Arkin Bio Ventures Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
	(a)☐
	(b)☒
3	SEC USE ONLY:
4	SOURCE OF FUNDS:
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER:
			0
		8	SHARED VOTING POWER:
			2,013,102
		9	SOLE DISPOSITIVE POWER:
			0
		10	SHARED DISPOSITIVE POWER:
			2,013,102
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	2,013,102
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	8.69%*
14	TYPE OF REPORTING PERSON:
	PN

Item 1.          Security and Issuer

Item 5.          Interest in Securities of the Issuer.

(a)  and (b)

As of the date hereof, Arkin Bio Partnership owns directly (and therefore is deemed the beneficial owner of) 2,013,102 shares of Common Stock, which represents approximately 8.69% of the number of shares of Common Stock outstanding.  Arkin Bio Partnership has the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, the Common Stock held by it.

 

As the general partner of Arkin Bio Partnership, Arkin Bio Ltd. may be deemed to be the indirect beneficial owner of the 2,013,102 shares of Common Stock beneficially owned by Arkin Bio Partnership, which represents approximately 8.69% of the number of shares of Common Stock outstanding. Arkin Bio Ltd. has the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, the Common Stock held by Arkin Bio Partnership.

 

As the sole shareholder and sole director of Arkin Bio Ltd., Mr. Arkin may be deemed to be the indirect beneficial owner of the 2,013,102 Common Stock beneficially owned by Arkin Bio Partnership, which represents approximately 8.69% of the number of shares of Common Stock outstanding.  Mr. Arkin has the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, the Common Stock held by Arkin Bio Partnership.

 

As of the date hereof, Mr. Lazarus owns directly (and therefore is deemed the beneficial owner of) 23,038 shares of Common Stock, which represents approximately 0.10% of the number of shares of Common Stock outstanding.  In addition, as the Biotech Investment Manager of the Pharma Division of Arkin Holdings, Mr. Lazarus may be deemed to be the indirect beneficial owner of the 2,013,102 Common Stock beneficially owned by Arkin Bio Partnership, which represents approximately 8.79% of the number of shares of Common Stock outstanding.  Mr. Lazarus has the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, the Common Stock held by Arkin Bio Partnership.

 

Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

 

 (c)  Except as set forth in this amended Schedule 13D, to the best knowledge of the Reporting Persons, none of the Reporting Persons has beneficial ownership of, or has engaged in any transaction during the past 60 days in respect of, any Common Stock.

(d)  Except as provided below, no person, other than the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock referred to in this Item 5.  The limited partners of Arkin Bio Partnership have the right to receive from Arkin Bio Partnership dividends that it receives from, or the proceeds that it receives from the sale of, the shares of Common Stock referred to in this Item 5.

Percentages set forth in this amended Schedule 13D were calculated based on 23,175,730 shares of Common Stock outstanding as set forth in the Issuer’s Rule 424(b)(4) prospectus filed with the Securities and Exchange Commission on November 13, 2020, which amount includes 390,000 shares of Common Stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option.

 

On October 5, 2020, restrictions in the Lock-Up Agreement expired that had prohibited Arkin Bio Partnership from offering for sale, selling, contracting to sell, granting any option for the sale of, transferring or otherwise disposing of any shares of the Common Stock, options or warrants to acquire shares of Common Stock or any security or instrument related to the Common Stock, or entering into any swap, hedge or other arrangement that transfers any of the economic consequences of ownership of Common Stock.

Item 7.          Material to be Filed as Exhibits.

The following Exhibits are filed herewith:

1

Joint Filing Agreement by and among the Reporting Persons, dated as of April 20, 2020 (incorporated by reference to Exhibit 1 of the Original Schedule 13D).

2

Amended and Restated Investors’ Rights Agreement by and among the Issuer and certain of its stockholders, dated as of March 2, 2020 (incorporated herein by reference to Exhibit 4.1 to the registration statement on Form F-1 (file number 333-237212) filed with the Securities and Exchange Commission on March 16, 2020, by the Issuer.)

3

Board resolution of Arkin Bio Venture Partners, Ltd., dated April 20, 2020 (incorporated by reference to Exhibit 4 of the Original Schedule 13D).

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: November 25, 2020

	Arkin Bio Ventures Limited Partnership By its General Partner, Arkin Bio Venture Partners, Ltd.
	/s/ Moshe Arkin Name: Moshe Arkin Title: Director Arkin Bio Venture Partners, Ltd.
	/s/ Moshe Arkin Name: Moshe Arkin Title: Director
	/s/ Moshe Arkin Moshe Arkin
	/s/ Alon Lazarus Alon Lazarus