Boxer Capital Amends Tyra Biosciences Stake

TL;DR

Boxer Capital updated their 13D filing for Tyra Biosciences, Inc. - ownership change.

AI Summary

Boxer Capital Management, LLC, along with its affiliates Aaron I. Davis and MVA Investors, LLC, filed an amendment (No. 4) to their Schedule 13D on October 22, 2024, regarding their holdings in Tyra Biosciences, Inc. The filing indicates a change in the group's beneficial ownership of the company's common stock.

Why It Matters

This filing signals a potential shift in significant shareholder positions, which could influence market perception and trading activity for Tyra Biosciences.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership by significant holders can indicate strategic shifts or potential activism, impacting the stock's volatility.

Key Players & Entities

• Boxer Capital Management, LLC (company) — Filing entity
• Aaron I. Davis (person) — Group member
• MVA Investors, LLC (company) — Group member
• Tyra Biosciences, Inc. (company) — Subject company
• Josh La Grange (person) — Legal representative

FAQ

Key Financial Figures

• $0.0001 — , Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of
• $0.001 — e immediately exercisable at a price of $0.001 per share of Common Stock and will not

Filing Documents

• ff4025175_13da4-tyra.htm (SC 13D/A) — 162KB
• exhibit5.htm (EX-5) — 40KB
• 0000895345-24-000460.txt ( ) — 204KB

is hereby amended by the addition of the following

Item 3 is hereby amended by the addition of the following: The disclosure set forth below in Item 4 is hereby incorporated herein. Item 4. Purpose of Transaction.

is hereby amended by the addition of the following

Item 4 is hereby amended by the addition of the following: On October 18, 2024, BCM caused Boxer Capital to enter into a 3(a)(9) exchange agreement (the " Exchange Agreement ") with the Issuer and other holders of Common Stock (" Holders "), pursuant to which BCM caused Boxer Capital to agree to exchange 2,000,000 shares of Common Stock for pre-funded warrants to purchase an aggregate of 2,000,000 shares of Common Stock (the " Pre-Funded Warrants ") (the " Exchange "). Subject to the Conversion Limit described below, the Pre-Funded Warrants are immediately exercisable at a price of $0.001 per share of Common Stock and will not expire. The Exchange closed on October 22, 2024. BCM caused Boxer Capital to acquire the Pre-Funded Warrants subject to the condition that it will not be entitled to exercise any portion of any Pre-Funded Warrant, which, upon giving effect to such exercise, would cause it (together with other persons whose beneficial ownership is aggregated for purposes of Section 13 or Section 16 under the Securities Exchange Act of 1934, as amended, including BCM) to own more than 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such exercise (the " Conversion Limit "). However, BCM may cause Boxer Capital to increase or decrease the Conversion Limit to any other percentage not in excess of 19.99%, provided that any increase in such percentage shall not be effective until 61 days after notice thereof is delivered to the Issuer. The exercise price and the number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants will be subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. In the event of certain fundamental transactions (as described in the Pre-Funded Warrants), a holder of Pre-Funded Warrants will be entitled to receive, upon exercise of the Pre-Fu

(c) is hereby amended by the addition of the following

Item 5(c) is hereby amended by the addition of the following: (c) The disclosure set forth above in Item 4 above is hereby incorporated herein. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

is hereby amended by the addition of the following

Item 6 is hereby amended by the addition of the following: The disclosure set forth above in Item 4 is hereby incorporated herein. Item 7. Material to be Filed as Exhibits.

is hereby amended by the addition of the following

Item 7 is hereby amended by the addition of the following: Exhibit No. Description Exhibit 4 Form of Pre-Funded Warrant (incorporated by reference herein to Exhibit 4.1 of the Issuer Exchange 8-K filed with the Commission on October 18, 2024). Exhibit 5 Exchange Agreement between Tyra Biosciences, Inc. and certain holders of Common Stock, made as of October 18, 2024.

SIGNATURES

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: October 22, 2024. AARON I. DAVIS /s/ Aaron I. Davis Aaron I. Davis, Individually SIDDARTH SUBRAMONY /s/ Siddarth Subramony Siddarth Subramony, Individually MVA INVESTORS, LLC By: /s/ Aaron I. Davis Name: Aaron I. Davis Title: Authorized Signatory BOXER CAPITAL MANAGEMENT, LLC By: /s/ Aaron I. Davis Name: Aaron I. Davis Title: Managing Member JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D and any amendments to it with respect to Common Stock, $0.0001 par value per share, of Tyra Biosciences, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to those joint filings. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Dated: October 22, 2024. AARON I. DAVIS /s/ Aaron I. Davis Aaron I. Davis, Individually SIDDARTH SUBRAMONY /s/ Siddarth Subramony Siddarth Subramony, Individually MVA INVESTORS, LLC By: /s/ Aaron I. Davis Name: Aaron I. Davis Title: Authorized Signatory BOXER CAPITAL MANAGEMENT, LLC By: /s/ Aaron I. Davis Name: Aaron I. Davis Title: Managing Member

View Full Filing

View this SC 13D/A filing on SEC EDGAR