Private Placement Form 8 K

On October 18, 2024, Tyra Biosciences, Inc. (the Company) entered into an exchange agreement with Boxer Capital, LLC (Boxer Capital) and RA Capital Healthcare Fund, L.P. (RA Capital) (each a Holder and collectively the Holders), pursuant to which (i) Boxer Capital agreed to exchange 2,000,000 shares of the Company's common stock, par value $0.0001 per share (Common Stock), for one or more pre-fundedwarrants to acquire an aggregate of 2,000,000 shares of Common Stock and (ii) RA Capital agreed to exchange 1,000,000 shares of Common Stock for one or more pre-fundedwarrants to acquire an aggregate of 1,000,000 shares of Common Stock (each of such pre-fundedwarrants an Exchange Warrant and collectively the Exchange Warrants, and such exchanges of Common Stock for Exchange Warrants collectively the Exchange).

Each Exchange Warrant has an exercise price of $0.001 per share of Common Stock, is immediately exercisable and will not expire. Under the terms of the Exchange Warrants, the Company may not effect the exercise of any Exchange Warrant, and a Holder will not be entitled to exercise any portion of any Exchange Warrant, which, upon giving effect to such exercise, would cause a Holder (together with its affiliates) to own more than a specified beneficial ownership limitation of either 9.99% or 19.99% (as selected by such Holder prior to the issuance of the Exchange Warrant) of the number of shares of the Common Stock outstanding immediately after giving effect to such exercise, as such percentage ownership is determined in accordance with the terms of the Exchange Warrants. However, any Holder may increase or decrease such percentage to any other percentage not in excess of 19.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice is delivered to the Company.

The exercise price and the number of shares of Common Stock issuable upon exercise of each Exchange Warrant will be subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock.

In the event of certain fundamental transactions (as described in the Exchange Warrants), a Holder of Exchange Warrants will be entitled to receive, upon exercise of the Exchange Warrants, the kind and amount of securities, cash or property that such Holder would have received had they exercised in full the Exchange Warrants immediately prior to such fundamental transaction without regard to any limitations on exercise contained in the Exchange Warrants.

Each Exchange Warrant will be issued without registration in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act of 1933, as amended. The Exchange is expected to close on or before October 22, 2024.

The foregoing description of the Exchange Warrant does not purport to be complete and is qualified in its entirety by reference to the form of Exchange Warrant, which is filed as Exhibit 4.1 to this Current Report on Form 8-Kand incorporated herein by reference.