SCHEDULE 13G: Commodore Capital Discloses 5.2% Passive Stake in Tyra Biosciences

Commodore Capital LP and Commodore Capital Master LP have jointly reported a 5.2% beneficial ownership stake in Tyra Biosciences, Inc., holding 2,750,000 shares of common stock.

Summary

• Commodore Capital LP and Commodore Capital Master LP have filed a Schedule 13G, disclosing their beneficial ownership in Tyra Biosciences, Inc.
• As of May 7, 2025, the reporting persons collectively beneficially own 2,750,000 shares of Tyra Biosciences' common stock.
• This ownership represents 5.2% of the Issuer's outstanding common stock, based on 53,089,957 shares reported as outstanding on April 4, 2025.
• Commodore Capital LP acts as the investment manager for Commodore Capital Master LP.
• Michael Kramarz and Robert Egen Atkinson are the managing partners of Commodore Capital LP and exercise investment discretion over these securities.
• The filing indicates a passive investment, stating the securities were not acquired or held for the purpose of changing or influencing control of the issuer.

Sentiment

Score: 6

Explanation: The filing itself is neutral as a regulatory disclosure. However, the disclosure of a significant passive stake by an institutional investor can be mildly positive as it indicates confidence from a professional investor, without implying any activist intent.

Positives

• A significant institutional investor, Commodore Capital, has taken a substantial 5.2% stake in Tyra Biosciences, which could be viewed as a vote of confidence in the company's long-term prospects.
• The investment is passive, indicating that Commodore Capital is not seeking to influence or change the control of Tyra Biosciences, which may suggest stability for current management and strategy.

Negatives

• The filing itself does not contain any negative financial or operational information about Tyra Biosciences; it is purely a disclosure of ownership.

Risks

• The document does not detail specific risks related to Tyra Biosciences' operations or financial health, as it is a beneficial ownership report.
• For the investor, the value of the stake is subject to the inherent risks of investing in Tyra Biosciences' common stock, including market volatility and company-specific performance.

Future Outlook

This Schedule 13G filing is a disclosure of current beneficial ownership and does not contain forward-looking statements or guidance regarding Tyra Biosciences' future performance or Commodore Capital's future investment intentions beyond the passive nature of the current holding.

Management Comments

• The filing includes a certification by Michael Kramarz, Managing Partner of Commodore Capital LP and Authorized Signatory for Commodore Capital Master LP, stating that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer, nor in connection with any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.

Industry Context

The filing of a Schedule 13G by an investment firm like Commodore Capital in a biotechnology company such as Tyra Biosciences is a routine disclosure of a significant passive investment. It indicates that a fund has accumulated a stake exceeding 5% of the company's outstanding shares, a common occurrence in the investment landscape as funds build positions in companies they believe have growth potential. This type of filing does not inherently signal a change in industry trends but rather reflects an investment decision within the sector.

Comparison to Industry Standards

• This document is a standard regulatory filing (Schedule 13G) required when an entity acquires beneficial ownership of more than 5% of a class of a company's voting equity securities.
• The 5.2% stake held by Commodore Capital is a significant, but passive, position. In the context of institutional investment, accumulating a stake of this size is a common practice for funds that identify promising companies.
• There are no specific comparable companies or projects mentioned in this filing to assess the results against, as it focuses solely on ownership disclosure rather than operational or financial performance.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional investor taking a passive stake might be viewed positively, potentially signaling confidence in the company.
• Management: The passive nature of the investment suggests no immediate threat to current management or strategic direction.

Next Steps

• The reporting persons will be required to file amendments to this Schedule 13G if there are material changes to their beneficial ownership, such as crossing a 10% threshold or a change in investment intent from passive to active.

Key Dates

Recommendation

Keywords

Tyra Biosciences, Commodore Capital, Schedule 13G, Beneficial Ownership, Common Stock, Institutional Investment, Passive Stake, Biotechnology, SEC Filing