SCHEDULE: RA Capital's TYRA Biosciences Stake Diluted to 21.2%

RA Capital Management and its affiliates reported a dilution of their beneficial ownership in TYRA Biosciences, now holding 21.2% of common stock.

Summary

• RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (Reporting Persons) filed an Amendment No. 6 to their Schedule 13D.
• The amendment reports a dilution of the Reporting Persons' beneficial ownership in TYRA Biosciences, Inc. common stock, not due to any acquisition or disposition of securities by them.
• The Reporting Persons collectively beneficially own 12,266,575 shares of common stock, representing 21.2% of the outstanding common stock.
• This percentage is calculated based on 53,867,115 shares outstanding as of February 25, 2026, plus 4,000,000 shares issued in a block transaction on March 4, 2026, adjusted for exercisable options and warrants.
• RA Capital Healthcare Fund, L.P. directly holds 10,259,291 shares, representing 17.7% of the common stock.
• Holdings also include 442,721 shares in a separately managed account, 1,496,613 shares in RA Capital Nexus Fund, L.P., Pre-Funded Warrants for 1,538,457 shares, Exchange Warrants for 1,000,000 shares, and stock options for 64,250 vested shares and 3,700 shares vesting within 60 days.
• The Pre-Funded Warrants and Exchange Warrants contain a 'Beneficial Ownership Blocker' preventing exercise if it would result in ownership exceeding 19.99% of the common stock outstanding.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event for TYRA Biosciences, as it reflects a capital raise to fund operations, but a slightly negative one for the reporting shareholder (RA Capital) due to the dilution of their percentage ownership.

Negatives

• The Reporting Persons' beneficial ownership percentage in TYRA Biosciences common stock has been diluted from previous levels due to the issuance of additional shares by the Issuer.

Risks

• The 'Beneficial Ownership Blocker' in the Pre-Funded Warrants and Exchange Warrants precludes the Fund from exercising these warrants to the extent that, following exercise, the Fund and its affiliates would own more than 19.99% of the common stock outstanding, limiting their ability to increase their stake via these instruments.

Future Outlook

The filing indicates that 3,700 shares underlying stock options held for the benefit of RA Capital are expected to vest within 60 days of the filing date.

Industry Context

StockSavvy.ai notes that Schedule 13D filings are standard for significant shareholders to disclose changes in their ownership. The dilution reported here, stemming from the issuance of new shares by TYRA Biosciences, is a common occurrence in the biotech industry as companies frequently raise capital to fund extensive research and development activities, clinical trials, and operational expenses.

Comparison to Industry Standards

• RA Capital's 21.2% stake in TYRA Biosciences remains a significant position, indicating continued conviction in the company's long-term prospects, even after dilution. This level of institutional ownership is common for venture capital firms in early-stage biotech companies, such as Flagship Pioneering's historical stakes in Moderna or ARCH Venture Partners' investments in various biotechs, where large initial investments are made to support development.

Related Party Transactions

• Dr. Jake Simson holds stock options for the benefit of RA Capital, with 64,250 shares underlying vested options and 3,700 shares underlying options vesting within 60 days. Dr. Simson's association with RA Capital suggests a related party arrangement.

Stakeholder Impact

• Shareholders: Existing shareholders, including RA Capital, experience a dilution of their percentage ownership due to the issuance of new shares. New shareholders from the block transaction acquire a stake in the company.
• Company (TYRA Biosciences): The issuance of 4,000,000 shares in a block transaction suggests the company successfully raised capital, which can fund ongoing operations and development initiatives.

Next Steps

• Vesting of 3,700 stock options for RA Capital within 60 days of the filing date.

Key Dates

Recommendation

The filing primarily reports a dilution of a major shareholder's stake due to the company's issuance of new shares, likely for capital raising. While dilution is generally not positive for existing shareholders as it reduces their proportional ownership, it indicates the company successfully raised funds, which is crucial for a biotech firm's operational runway and development programs. Without further information on the use of proceeds or the company's operational performance, a 'hold' recommendation is appropriate, acknowledging both the dilution and the successful capital infusion.

Keywords

TYRA Biosciences, RA Capital, Schedule 13D, beneficial ownership, dilution, common stock, warrants, investment management, biotech, healthcare