SCHEDULE 13D/A: RA Capital Healthcare Fund Significantly Boosts Stake in Tyra Biosciences Through Private and Open Market Purchases

RA Capital Healthcare Fund, L.P. has substantially increased its beneficial ownership in Tyra Biosciences, Inc. to 22.4% through a private stock purchase from Canaan XI L.P. and additional open market acquisitions.

Summary

• RA Capital Healthcare Fund, L.P. (the Purchaser) entered into a Stock Purchase Agreement with Canaan XI L.P. (Seller) on June 4, 2025, to acquire 536,481 shares of Tyra Biosciences, Inc. Common Stock.
• The private transaction was executed at a price of $9.32 per share, totaling an aggregate purchase price of $5,000,002.92.
• This private sale is intended to be exempt from SEC registration requirements under Section 4(a)(7) of the Securities Act of 1933.
• In addition to the private purchase, RA Capital Healthcare Fund, L.P. made open market purchases of Tyra Biosciences common stock:
• On June 4, 2025, 461,383 shares were purchased at a weighted-average price of $9.99 per share (ranging from $9.81 to $10.15).
• On June 5, 2025, 213,334 shares were purchased at a weighted-average price of $10.04 per share (ranging from $9.48 to $10.18).
• The total beneficial ownership of Tyra Biosciences, Inc. Common Stock by the Reporting Persons (RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P.) is 11,899,788 shares, representing 22.4% of the outstanding common stock.
• This beneficial ownership includes shares held directly by the Fund (9,909,154 shares), a separately managed account (442,721 shares), RA Capital Nexus Fund, L.P. (1,496,613 shares), and exercisable warrants/options (Pre-Funded Warrants for up to 1,538,457 shares, Exchange Warrants for up to 1,000,000 shares, and vested/vesting stock options for 47,600 and 3,700 shares respectively).
• The Pre-Funded Warrants and Exchange Warrants contain a 'Beneficial Ownership Blocker' preventing exercise if it would result in ownership exceeding 19.99% of outstanding Common Stock.

Sentiment

Score: 8

Explanation: The document indicates a significant increase in beneficial ownership by a major, sophisticated healthcare investment fund. This action by RA Capital, an existing shareholder, suggests strong confidence in Tyra Biosciences, Inc., which is generally a positive signal for the company and its stock. The 'Excluded Information' clause is a minor negative related to the transaction's terms, not the company's fundamentals.

Positives

• A significant increase in ownership by a prominent healthcare-focused investment fund (RA Capital Healthcare Fund, L.P.) signals strong confidence in Tyra Biosciences, Inc.'s future prospects.
• The substantial investment by RA Capital, an existing major shareholder, reinforces its long-term commitment to the company.
• The private transaction and open market purchases demonstrate active portfolio management and a strategic accumulation of shares by a sophisticated investor.

Negatives

• The Stock Purchase Agreement includes an 'Excluded Information' clause where both the Purchaser and Seller acknowledge the possibility of the other party possessing nonpublic, potentially material information, and waive claims related to its non-disclosure. This highlights a potential information asymmetry in the transaction.

Risks

• Information asymmetry: Both the Purchaser and Seller acknowledge that the other party may possess nonpublic information regarding Tyra Biosciences, Inc. that is not known to them, and they waive any claims or liabilities arising from the existence, possession, or non-disclosure of such 'Excluded Information'. This could imply that one party might have had a significant informational advantage.
• Regulatory restrictions: The Shares purchased are not registered under the Securities Act or qualified under state Blue Sky Laws, imposing restrictions on the Purchaser's ability to transfer them without compliance with registration provisions or an exemption.

Future Outlook

The document primarily details past and current share acquisition activities by RA Capital and its affiliates. It does not provide explicit forward-looking statements or guidance regarding Tyra Biosciences, Inc.'s operational or financial performance. However, the continued accumulation of shares by a major investor implies a positive long-term outlook from their perspective.

Management Comments

• Rajeev Shah, Manager of RA Capital Healthcare Fund GP, LLC, signed the Stock Purchase Agreement on behalf of RA Capital Healthcare Fund, L.P.
• Peter Kolchinsky, Authorized Signatory for RA Capital Management, L.P., and Manager for RA Capital Healthcare Fund GP, LLC, signed the Schedule 13D/A filing.

Industry Context

This filing highlights continued investment by a specialized healthcare fund (RA Capital) in a biotechnology company (Tyra Biosciences, Inc.). Such significant stake increases by institutional investors are common in the biotech sector, where long-term capital and specialized expertise are crucial for drug development and commercialization. RA Capital's increased position suggests a belief in Tyra Biosciences' pipeline or strategic direction, aligning with a trend of focused investment in promising life sciences companies.

Stakeholder Impact

• Shareholders: The increased stake by a prominent institutional investor like RA Capital may be perceived positively, potentially boosting investor confidence and the company's stock price. It also provides liquidity for the selling party, Canaan XI L.P.
• Company (Tyra Biosciences, Inc.): While not a direct capital raise for the company, the increased institutional ownership can provide stability and a strong shareholder base, potentially facilitating future strategic initiatives or capital raises.

Next Steps

• The closing of the private stock purchase transaction is expected to take place on the second business day after the Effective Date (June 4, 2025), or earlier upon satisfaction of closing conditions.
• Seller (Canaan XI L.P.) or its broker (UBS) will initiate the transfer of Shares to the Purchaser (RA Capital Healthcare Fund, L.P.) at or prior to closing.
• Purchaser will deliver the Purchase Price by wire transfer at or prior to closing.
• Dr. Jake Simson's stock options will continue to vest, with 1,850 shares vesting on June 29, 2025, and another 1,850 shares vesting on July 29, 2025.

Key Dates

Recommendation

Keywords

Tyra Biosciences, RA Capital Healthcare Fund, Canaan XI L.P., Stock Purchase Agreement, Schedule 13D/A, Beneficial Ownership, Private Placement, Open Market Purchase, Biotechnology, Healthcare Investment, SEC Filing