Sec Form 13D Filing - Boxer Capital LLC filing for Tyra Biosciences Inc. (TYRA) - 2024-02-08

CUSIP No. 90240B106

1	NAMES OF REPORTING PERSONS
	Siddarth Subramony
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			26,583 *
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			26,583 *
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	26,583 *
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)
	0.1% **
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

Item 3.  Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended by the addition of the following:

The disclosure set forth below in Item 4 of this Amendment regarding the acquisition of the shares of Common Stock and the Pre-Funded Warrants in the Private Placement is incorporated herein.

Item 4.  Purpose of Transaction.

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

On February 1, 2024, Boxer Capital and MVA Investors, along with other investors (together, the “Purchasers”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the Issuer pursuant to which, along with other investment commitments by other Purchasers, MVA Investors agreed to purchase 63,412 shares of Common Stock at a price per share of $13.01 and Boxer Capital agreed to purchase pre-funded warrants to purchase an aggregate of 705,280 shares of Common Stock (the “Pre-Funded Warrants”) in lieu of shares of Common Stock, at a purchase price of $13.009 per Pre-Funded Warrant, in a private placement transaction (the “Private Placement”). Subject to the Conversion Limit described below, the Pre-Funded Warrants are immediately exercisable at a price of $0.001 per share of Common Stock and will not expire. The Private Placement closed on February 6, 2024. Each of Boxer Capital and MVA Investors paid for the securities acquired in the Private Placement using its working capital.

Boxer Capital acquired the Pre-Funded Warrants subject to the condition that it will not be entitled to exercise any portion of any Pre-Funded Warrant, which, upon giving effect to such exercise, would cause it (together with its affiliates) to own more than 9.99% 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 ter ms of the Pre-Funded Warrants (the “Conversion Limit”). However, Boxer Capital 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 Issuer. The exercise price and the number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants 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 Pre-Funded Warrants), a holder of Pre-Funded Warrants will be entitled to receive, upon exercise of the Pre-Funded Warrants, the kind and amount of securities, cash or property that such holder would have received had they exercised in full the Pre-Funded Warrants immediately prior to such fundamental transaction without regard to any limitations on exercise contained in the Pre-Funded Warrants.

Pursuant to the Securities Purchase Agreement, the Issuer agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) within 45 days after the closing of the Private Placement (subject to certain exceptions) for purposes of registering the resale of the shares of Common Stock acquired in the Private Placement (the “Shares”) and the shares of Common Stock underlying the Pre-Funded Warrants (the “Warrant Shares”), to use its reasonable best efforts to have such registration statement declared effective within the time period set forth in the Securities Purchase Agreement, and to keep such registration statement effective until the earliest of (i) the time as all of the Shares and Warrant Shares have been sold pursuant to the registration statement, or (ii) such time as the Shares and Warrant Shares become eligible for resale by non-affiliates without any volume limitations or other restrictions pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”).

The Securities Purchase Agreement contains customary representations, warranties and agreements by the Issuer, indemnification obligations of the Issuer and the Purchasers, including for liabilities under the Securities Act, and other obligations of the parties.

Exhibit No.	Description
Exhibit 3	Form of Pre-Funded Warrant (incorporated by reference herein to Exhibit 4.1 of the Issuer Private Placement 8-K filed with the Commission on February 5, 2024).
Exhibit 4	Securities Purchase Agreement, dated February 1, 2024, by and between Tyra Biosciences, Inc. and each of the purchasers party thereto (incorporated by reference herein to Exhibit 10.1 of the Issuer Private Placement 8-K filed with the Commission on February 5, 2024).