Tyra Biosciences, Inc.
For the period ended Mar 31, 2025. Filed May 8, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 8, 2025
TYRA$21.15+1.2%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-07.
0000950170-24-123346
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-08.
0000950170-25-066942
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 12 previous paragraphs and 19 current paragraphs.
7 unchanged; 1 reworded; 11 added; 4 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
There have been no material changes to the risk factors disclosed in Item 1A of our 2024 Annual Report.
Added paragraphs (11)
Current report
On October 3, 2022, we entered into an ATM Sales Agreement (the 2022 Sales Agreement), with Virtu Americas LLC (the 2022 Sales Agent), under which we could, from time to time, sell shares of our common stock having an aggregate offering price of up to $150.0 million in “at the market” offerings through the 2022 Sales Agent (the 2022 ATM Offering). In connection with the 2022 ATM Offering, we filed a sales agreement prospectus (the
Current report
2022 ATM Prospectus) with a shelf registration statement on Form S-3 (File No. 333-267712), which was declared effective by the SEC on October 13, 2022. In connection with the 2025 Sales Agreement (defined below), effective May 8, 2025, we terminated the 2022 Sales Agreement, and we have discontinued all offers and sales of shares of our common stock under the 2022 Sales Agreement and the 2022 ATM Prospectus. We have not sold any shares under the 2022 Sales Agreement.
Current report
On May 8, 2025, we entered into a Sales Agreement (the 2025 Sales Agreement) with TD Securities (USA) LLC (the 2025 Sales Agent), under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $150.0 million in “at the market” offerings through the 2025 Sales Agent.
Current report
Subject to the terms and conditions of the 2025 Sales Agreement, the 2025 Sales Agent will use commercially reasonable efforts to sell the shares from time to time, based upon our instructions. Sales of our common stock made pursuant to the 2025 Sales Agreement, if any, will be made under our shelf registration statement on Form S-3 to be filed with the SEC on May 8, 2025 (the 2025 Registration Statement), following such time as the 2025 Registration Statement is declared effective by the SEC.
Current report
We have provided the 2025 Sales Agent with customary indemnification rights, and the 2025 Sales Agent will be entitled to a commission of up to 3.0% of the gross sales price of the shares sold through it pursuant to the 2025 Sales Agreement. The shares may be offered only by means of a prospectus forming a part of the effective 2025 Registration Statement. Sales of the shares, if any, under the 2025 Sales Agreement may be made in transactions that are deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers' transactions, including on the Nasdaq Global Select Market, at market prices, or as otherwise agreed with the 2025 Sales Agent. We have no obligation to sell any shares under the 2025 Sales Agreement, and may at any time suspend offers under the 2025 Sales Agreement or terminate the 2025 Sales Agreement.
Current report
The foregoing description of the 2025 Sales Agreement is not complete and is qualified in its entirety by reference to the 2025 Sales Agreement, a copy of which will be filed as Exhibit 1.2 to the 2025 Registration Statement and is incorporated herein by reference.
Removed paragraphs (4)
Previous report
Use of Proceeds from Initial Public Offering
Previous report
On September 14, 2021, our registration statement on Form S-1 (File No. 333-258970) was declared effective by the SEC for our IPO. At the closing of the offering on September 17, 2021, we sold 12,420,000 shares of common stock, which included the exercise in full by the underwriters of their option to purchase 1,620,000 additional shares, at an initial public offering price of $16.00 per share and received gross proceeds of $198.7 million, which resulted in net proceeds to us of approximately $181.2 million, after deducting underwriting discounts and commissions of approximately $13.9 million and offering-related transaction costs of approximately $3.6 million. None of the expenses associated with the IPO were paid to directors, officers, persons owning 10% or more of any class of equity securities, or to their associates, or to our affiliates. BofA Securities, Inc., Jefferies LLC, and Cowen and Company, LLC acted as joint book-running managers for the offering.
Previous report
As of September 30, 2024, we estimate that we have used approximately $163.2 million of the proceeds from our IPO for general corporate purposes, including to fund the development of TYRA-300, TYRA-200 and our other development programs. There has been no material change in the planned use of proceeds from that described in the final prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on September 15, 2021.
Reworded paragraphs (1)
Previous wording
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 September 30, 2024, none of our officers or directors adopted, modified orterminatedany such trading arrangements.
Current wording
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 March 31, 2025, none of our officers or directors adopted, modified orterminated any such trading arrangements.