Amendment: SEC Form SC 13D/A filed by Tyra Biosciences Inc.

* Includes 477,288 shares of the Issuer’s Common Stock subject to warrants exercisable within the next 60 days, subject to the Conversion Limit.

CUSIP No. 90240B106

1	NAMES OF REPORTING PERSONS
	Boxer Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			2,504,966*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,504,966*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,504,966*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.9% **
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, IA

 

* Includes 477,288 shares of the Issuer’s Common Stock subject to warrants exercisable within the next 60 days, subject to the Conversion Limit.

** Based on 51,080,279 shares of the Issuer’s Common Stock outstanding, which is (i) 50,602,991 shares of the Issuer’s Common Stock outstanding as of November 4, 2024 as set forth in the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 7, 2024, plus (ii) 477,288 shares of Common Stock that may be acquired by the Reporting Persons within the next 60 days pursuant to Pre-Funded Warrants held by a fund managed by BCM to purchase a total of 2,000,237 shares of Common Stock, which Pre-Funded Warrants are subject to the Conversion Limit. See Item 4.

This amendment (this “Amendment No. 6”) further amends and supplements the statement on Schedule 13D filed on September 24, 2021 (the “Original Filing”) by MVA Investors, LLC (“MVA Investors”), Aaron I. Davis and certain other persons with respect to the Common Stock, par value $0.0001 (the “Common Stock”) of Tyra Biosciences, Inc. (the “Issuer”), as previously amended on June 16, 2022 (“Amendment No. 1”), February 8, 2024 (“Amendment No. 2”), October 15, 2024 (“Amendment No. 3”), October 22, 2024 (“Amendment No. 4”), and November 19, 2024 (“Amendment No. 5”). In Amendment No. 3, Boxer Capital Management, LLC (“BCM”) adopted the Original Filing, as previously and then amended, as its statement on Schedule 13D with respect to the Common Stock. Capitalized terms used herein but not defined herein shall have the respective meanings defined in the Original Filing, as previously amended. The Original Filing, as previously amended, is further amended hereby only as specifically set forth herein, provided that with respect to any Item amended herein, if such Item is incorporated by reference into any other Item in the Original Filing, as previously amended, such incorporation by reference is also amended hereby.  For purposes of this Amendment No. 6, the term “Reporting Persons” is defined collectively as BCM, MVA Investors and Mr. Davis.

Item 4 is hereby amended by the addition of the following:

On December 4, 2024, BCM delivered to the Company a notification on behalf of a fund it manages that such fund had elected, pursuant to Section 11 of the Pre-Funded Warrants (which otherwise entitle the holder to purchase an aggregate of 2,000,237 shares of Common Stock), to decrease the Conversion Limit from 9.99% to 4.99% for each of the Pre-Funded Warrants.

Items 5(a) and (b) are hereby amended and restated to read as follows:

(a) (b) For information regarding beneficial ownership, see the information presented on the cover pages.

Item 5(c) is hereby amended by the addition of the following:

(c) The disclosure set forth above in Item 4 above is hereby incorporated herein.

Item 5(e) is hereby amended by the addition of the following:

(e) As of December 4, 2024, the Reporting Persons ceased to beneficially own more than 5% of the outstanding shares of Common Stock.

	AARON I. DAVIS
	/s/ Aaron I. Davis
	Aaron I. Davis, Individually
	MVA INVESTORS, LLC
	By:	/s/ Aaron I. Davis
		Name:	Aaron I. Davis
		Title:	Authorized Signatory
	BOXER CAPITAL MANAGEMENT, LLC
	By:	/s/ Aaron I. Davis
		Name:	Aaron I. Davis
		Title:	Managing Member