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Tyra Biosciences, Inc.

For the period ended Mar 31, 2025. Filed May 8, 2025.

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About 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

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Other Information

Director and Officer Trading Arrangements

Rule 10b5-1 Trading Plans

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.

At the Market Sales Agreements

2022 Sales Agreement

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

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.

2025 Sales Agreement

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.

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.

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.

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.

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