Tyra Biosciences Inc

CMO Transition

On August 4, 2024, we entered into a transition agreement (the Transition Agreement) with Hiroomi Tada, M.D., Ph.D., our Chief Medical Officer. Dr. Tada intends to pursue other opportunities but has agreed to remain employed with us for a period of time in order to assist in the transition and support of his successor as Chief Medical Officer. Dr. Tada will continue in his current role as Chief Medical Officer until the appointment of his successor (such date, the Role Conversion Date), but in no event later than January 1, 2025. On the Role Conversion Date, Dr. Tada will transition to supporting us in the role of Special Advisor through the earliest of (i) January 1, 2025, or (ii) the date on which Dr. Tada’s employment ends for any reason (the earliest of the dates in clauses (i) and (ii) will be Dr. Tada’s Separation Date). We are in the process of searching for a successor to Dr. Tada. Dr. Tada will no longer serve as an executive officer as of the Role Conversion Date. Through the Separation Date, Dr. Tada will continue to receive his current cash compensation.

In the event that the Separation Date occurs (i) on January 1, 2025 or (ii) earlier as a result of Dr. Tada’s termination of employment other than for cause, resignation for good reason, death or termination due to disability, subject to his execution of a general release of claims and compliance with applicable restrictive covenants, Dr. Tada shall be entitled to receive the following payments and benefits: (A) his annual base salary through June 30, 2025; (B) if the Separation Date occurs prior to Dr. Tada’s receipt of his annual bonus for 2024, he will remain eligible to receive his annual bonus for 2024 (and if the Separation Date occurs prior to December 31, 2024, such annual bonus will be prorated based on the total number of days that elapsed in 2024 through the Separation Date); (C) accelerated vesting of 50% of Dr. Tada’s unvested equity awards; (D) healthcare continuation payments for Dr. Tada and his dependents through June 30, 2025; and (E) Dr. Tada’s vested equity awards will remain exercisable until the second anniversary of the Separation Date (the Exercise Period Extension); provided, however, that as a condition to the Exercise Period Extension, Dr. Tada has agreed not to transfer or sell, on any single trading day occurring during the Exercise Period Extension, shares of our common stock in an amount that is in excess of 5% of the average daily trading volume of our common stock for the preceding calendar week.

The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which we intend to file with our Quarterly Report on Form 10-Q for the quarter ending September 30, 2024.

Rule 10b5-1 Trading Arrangements

From time to time, our officers (as defined in Rule 16a-1(f) of the Exchange Act) and directors may enter into Rule 10b5-1 or non-Rule 10b5-1 trading arrangements (as each such term is defined in Item 408 of Regulation S-K). During the three months ended June 30, 2024, none of our officers or directors adopted, modified orterminatedany such trading arrangements.