10-Q

美國

證券交易委員會

華盛頓特區20549

表格 10-Q

(標記一個)


☒	根據1934年證券交易法第13或15(d)條款的季度報告。

截至2024年6月30日季度結束 9月30日 2024

或


☐	根據1934年證券交易法第13或15(d)條款的過渡報告

從_______到_______的過渡期。

委員會檔案編號： 001-40800

TYRA BIOSCIENCES, INC.

（根據其章程所指定的正式名稱）


特拉華州	83-1476348
(依據所在地或其他管轄區) 的註冊地或組織地點)	(國稅局雇主識別號碼)
2656道富銀行卡尔斯巴德, 加利福尼亞	92008
(總部辦公地址)	(郵遞區號)

註冊人的電話號碼，包括區號：(619) 728-4760

根據法案第12(b)條規定註冊的證券：

    每種類別的名稱

    交易
標的

    每個註冊交易所的名稱

    普通股，每股面值$0.0001

    TYRA

    納斯達克全球貨幣選擇市場

請在核對標記上打勾，確認申報人（1）已在前12個月（或申報人被要求提交此類申報的縮短期間）內提交證券交易所法案第13條或第15(d)條要求申報的所有報告，以及（2）過去90天一直處於此類申報要求的範圍內。是的 ☒ 否 ☐

請打勾表明申報人在過去的12個月（或申報人需在該較短期間內提交這些檔案）中已根據《對S-t法規（本章節第232.405條）的規定405條》提交了所有必須提交的交互式資料檔案。是的 ☒ 否 ☐

勾選表示登記人是大型加速申報人、加速申報人、非加速申報人、較小型申報公司或新興成長公司。詳細定義請參閱《交易所法》第1202條中“大型加速申報人”、“加速申報人”、“較小型申報公司”和“新興成長公司”的定義。


大型加速歸檔人	☐	加速歸檔人	☐

非加速歸檔人	☒	小型報告公司	☒

新興成長型企業	☒

如果一家新興成長型公司，請用勾選標記表示該申報人已選擇不使用根據證交所法案13(a)條款提供的任何新的或修訂過的財務會計準則的延長過渡期。 ☐

請用勾選標記指示，註冊人是否屬於外殼公司（交易所法規定的第120億2條）。是 ☐ 否 ☒

截至2024年11月4日，登記人有 50,602,991 元普通股，每股面值为0.0001 的流通股。

內容表


		頁面
第一部分	財務資訊
項目一。	簡明財務報表	2
	簡明資產負債表	2
	簡明操作報表及綜合損失	3
	簡明股東權益表	4
	簡明現金流量表	6
	簡明財務報表附註	7
項目二。	管理層對財務狀況及營運結果進行討論及分析	16
第三項目。	關於市場風險的定量和定性披露	25
第四項。	控制和程序	25
第二部分	其他資訊
項目一。	法律程序	26
項目 1A。	風險因素	26
項目二。	非登記股份證券銷售及所得款項的使用	26
第三項目。	高級證券違約	26
第四項。	礦山安全披露	26
第五項。	其他資訊	26
第六項	展品	27
簽名		28

第一部分-財務資訊

項目 1。縮短基本報表

Tyra生命科學公司。
縮寫鉑刷資產負債表

(以千為單位，除每股和面值資料外)


	九月三十日，			十二月三十一日，
	2024			2023
	(未經審核)
資產
流動資產:
現金及現金等價物	$	103,892		$	58,006
可市場證券		256,238			145,463
預付及其他流動資產		5,481			8,202
流動資產總額		365,611			211,671
受限現金		1,000			1,000
不動產及設備，淨額		1,789			1,628
使用權資產		6,186			6,526
其他長期資產		6,006			5,032
總資產	$	380,592		$	225,857
550,714
流動負債：
應付帳款	$	1,165		$	4,662
租賃負債，流動		398			280
應計負債及其他流動負債		10,810			10,391
流動負債總額		12,373			15,333
非流動租賃負債		5,920			6,216
其他長期負債		11			46
總負債		18,304			21,595
合同和應付之可能負債（註10）
股東權益：
優先股，面額$0.01，授權股數為5,000,000股，發行且流通股數為截至2024年6月30日和2023年12月31日之184,668,188股和181,364,180股。0.0001 面值； 50,000,000累積盈餘授權日期為2024年9月30日和2023年12月31日；沒有於2024年9月30日和2023年12月31日發行及流通的股份 2023年12月31日。		—			—
0.010.0001 面值； 500,000,000授權股份數截至2024年9月30日和2023年12月31日； 52,889,090 和 43,099,055於2024年9月30日及於分別於2023年12月31日及 52,871,825 和 43,024,6342024年9月30日及2023年12月31日的流通股數分別為 2024年9月30日及2023年12月31日的流通股數分別為		5			4
資本公積額額外增資		586,271			368,707
其他綜合收益累積額		1,752			381
累積虧損		(225,740	)		(164,830	)
股東權益總額		362,288			204,262
負債和股東權益總額	$	380,592		$	225,857

See accompanying notes to unaudited condensed financial statements.

Tyra Biosciences, Inc.
Condensed Statements of Operations and Comprehensive Loss

(unaudited)
(in thousands, except share and per share data)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Operating expenses:
Research and development	$	22,697		$	19,271		$	57,897		$	41,841
General and administrative		5,907			4,692			16,536			12,470
Total operating expenses		28,604			23,963			74,433			54,311
Loss from operations		(28,604	)		(23,963	)		(74,433	)		(54,311	)
Other income:
Interest and other income, net		4,588			2,811			13,523			8,007
Total other income		4,588			2,811			13,523			8,007
Net loss		(24,016	)		(21,152	)		(60,910	)		(46,304	)
Unrealized gain on marketable securities available-for-sale, net		1,936			—			1,371			—
Comprehensive loss	$	(22,080	)	$	(21,152	)	$	(59,539	)	$	(46,304	)
Net loss per share, basic and diluted	$	(0.41	)	$	(0.49	)	$	(1.08	)	$	(1.09	)
Weighted-average shares used to compute net loss per share, basic and diluted		58,874,497			42,868,340			56,599,050			42,619,075

See accompanying notes to unaudited condensed financial statements.

Tyra Biosciences, Inc.

Condensed Statements of Stockholders’ Equity

(unaudited)

(in thousands, except share amounts)


	Common Stock				Additional Paid-In Capital		Accumulated Other Comprehensive Gain (Loss)		Accumulated Deficit			Total Stockholders’ Equity
	Shares		Amount
Balance at December 31, 2022		42,353,550	$	4	$	353,521	$	—	$	(95,696	)	$	257,829
Issuance of common stock under benefit plans		129,669		—		376		—		—			376
Vesting of shares of common stock subject to repurchase		52,155		—		32		—		—			32
Stock-based compensation		—		—		2,433		—		—			2,433
Net loss		—		—		—		—		(11,880	)		(11,880	)
Balance at March 31, 2023		42,535,374	$	4	$	356,362	$	—	$	(107,576	)	$	248,790
Issuance of common stock under benefit plans		230,502		—		494		—		—			494
Vesting of shares of common stock subject to repurchase		51,357		—		31		—		—			31
Stock-based compensation		—		—		2,529		—		—			2,529
Net loss		—		—		—		—		(13,272	)		(13,272	)
Balance at June 30, 2023		42,817,233	$	4	$	359,416	$	—	$	(120,848	)	$	238,572
Issuance of common stock under benefit plans		60,763		—		343		—		—			343
Vesting of shares of common stock subject to repurchase		50,888		—		30		—		—			30
Stock-based compensation		—		—		4,377		—		—			4,377
Net loss		—		—		—		—		(21,152	)		(21,152	)
Balance at September 30, 2023		42,928,884	$	4	$	364,166	$	—	$	(142,000	)	$	222,170


	Common Stock				Additional Paid-In Capital		Accumulated Other Comprehensive Gain (Loss)			Accumulated Deficit			Total Stockholders’ Equity
	Shares		Amount
Balance at December 31, 2023		43,024,634	$	4	$	368,707	$	381		$	(164,830	)	$	204,262
Issuance of common stock under Private Placement, net of issuance costs of $0.2 million		9,286,023		1		120,557		—			—			120,558
Issuance of pre-funded warrants, net of issuance costs of $0.2 million		—		—		79,022		—			—			79,022
Issuance of common stock under benefit plans		135,972		—		484		—			—			484
Vesting of shares of common stock subject to repurchase		27,904		—		17		—			—			17
Stock-based compensation		—		—		4,115		—			—			4,115
Unrealized loss on marketable securities available-for-sale, net		—		—		—		(387	)		—			(387	)
Net loss		—		—		—		—			(18,192	)		(18,192	)
Balance at March 31, 2024		52,474,533	$	5	$	572,902	$	(6	)	$	(183,022	)	$	389,879
Issuance of common stock under benefit plans		246,887		—		624		—			—			624
Vesting of shares of common stock subject to repurchase		15,038		—		9		—			—			9
Stock-based compensation		—		—		4,411		—			—			4,411
Unrealized loss on marketable securities available-for-sale, net		—		—		—		(178	)		—			(178	)
Net loss		—		—		—		—			(18,702	)		(18,702	)
Balance at June 30, 2024		52,736,458	$	5	$	577,946	$	(184	)	$	(201,724	)	$	376,043
Issuance of common stock under benefit plans		121,153		—		743		—			—			743
Vesting of shares of common stock subject to repurchase		14,214		—		9		—			—			9
Stock-based compensation		—		—		7,573		—			—			7,573
Unrealized gain on marketable securities available-for-sale, net		—		—		—		1,936			—			1,936
Net loss		—		—		—		—			(24,016	)		(24,016	)
Balance at September 30, 2024		52,871,825	$	5	$	586,271	$	1,752		$	(225,740	)	$	362,288

See accompanying notes to unaudited condensed financial statements.

Tyra Biosciences, Inc.

Condensed Statements of Cash Flows

(unaudited)

(in thousands)


	Nine Months Ended September 30,
	2024			2023
Cash flows from operating activities:
Net loss	$	(60,910	)	$	(46,304	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		375			255
Stock-based compensation		16,099			9,339
Accretion on marketable securities, net		(4,701	)		—
Changes in operating assets and liabilities:
Prepaid expenses and other assets		1,744			(3,910	)
Accounts payable, accrued expenses and other liabilities		(2,952	)		4,293
Right-of-use assets and lease liabilities, net		161			(280	)
Net cash used in operating activities		(50,184	)		(36,607	)
Cash flows from investing activities:
Purchases of marketable securities		(225,588	)		—
Maturities of marketable securities		120,885			—
Purchases of property and equipment		(658	)		(167	)
Net cash used in investing activities		(105,361	)		(167	)
Cash flows from financing activities:
Proceeds from issuances of common stock under benefit plans		1,851			1,213
Proceeds from issuance of common stock and pre-funded warrants from Private Placement		200,000			—
Payments of issuance costs for common stock and pre-funded warrants from Private Placement		(420	)		—
Net cash provided by financing activities		201,431			1,213
Net cash increase (decrease) for the period		45,886			(35,561	)
Cash, cash equivalents and restricted cash at beginning of the period		59,006			252,213
Cash, cash equivalents and restricted cash at end of the period	$	104,892		$	216,652
Reconciliation of cash, cash equivalents and restricted cash to the balance sheet
Cash and cash equivalents	$	103,892		$	215,652
Restricted cash		1,000			1,000
Total cash, cash equivalents and restricted cash	$	104,892		$	216,652
Supplemental disclosure of cash flow information:
Right-of-use assets obtained in exchange for lease liabilities	$	—		$	4,004
Non-cash investing and financing activities:
Purchases of property and equipment included in accounts payable and accrued and other current liabilities	$	—		$	146
Vesting of options early exercised subject to repurchase	$	35		$	93

See accompanying notes to unaudited condensed financial statements.

Tyra Biosciences, Inc.

Notes to the Condensed Financial Statements

(unaudited)

1. Organization and Basis of Presentation

Organization

Tyra Biosciences, Inc. (the Company) was incorporated in the state of Delaware on August 2, 2018. The Company is a clinical-stage biotechnology company focused on developing next-generation precision medicines that target large opportunities in Fibroblast Growth Factor Receptor (FGFR) biology. The Company’s in-house precision medicine platform, SNÅP, enables rapid and precise drug design through iterative molecular SNÅPshots that help predict genetic alterations most likely to cause acquired resistance to existing therapies. The Company’s initial focus is on applying its accelerated small molecule drug discovery engine to develop therapies in targeted oncology and genetically defined conditions.

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) for interim financial information and pursuant to the instructions of the Securities and Exchange Commission (SEC) on Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) promulgated by the Financial Accounting Standards Board (FASB). The unaudited condensed financial statements include only normal and recurring adjustments that the Company believes are necessary to fairly state the Company’s financial position and the results of its operations and cash flows. The results for the three and nine months ended September 30, 2024 and 2023 are not necessarily indicative of the results expected for the full fiscal year or any subsequent interim period. The condensed balance sheet at September 30, 2024 has been derived from the financial statements at that date but does not include all disclosures required by GAAP for complete financial statements. Because all of the disclosures required by GAAP for complete financial statements are not included herein, these unaudited condensed financial statements and the notes accompanying them should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Summary of Significant Accounting Policies

During the three and nine months ended September 30, 2024, there have been no changes to the Company's significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Fair Value Measurements

The Company measures cash equivalents and available-for-sale debt securities at fair value. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Therefore, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. Fair value is affected by a number of factors, including the type of asset or liability, the characteristics specific to the asset or liability and the state of the marketplace including the existence and transparency of transactions between market participants. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2—Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3—Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).

Money market funds are highly liquid investments and are classified as Level 1. The pricing information for these assets is readily available and can be independently validated as of the measurement date. Available-for sale debt securities are valued using observable inputs from similar assets, or from observable data in markets that are not active. These assets are classified as Level 2.

Marketable Securities

Marketable securities consist of debt securities of government-sponsored entities. These securities are classified as available-for sale, as the sale of such securities may be required prior to their maturity. Available-for-sale securities are recorded at fair value, with the related unrealized gains and losses included in accumulated other comprehensive income or loss and included as a separate component of stockholders' equity. The amortized cost of available-for-sale securities reflects amortization of premiums and accretion of discounts to maturity. Premiums and discounts on debt securities are amortized into interest and other income, net. The Company classifies investments in marketable debt securities as current assets, regardless of the stated maturity date, which may be beyond one year from the current balance sheet date. Short-term classification reflects management's view that the entire portfolio is available and the Company may use the proceeds from sales of these investments to fund current operations, as necessary.

Restricted Cash

Restricted cash is comprised of cash that is restricted as to its withdrawal or use under the terms of certain contractual agreements. Restricted cash as of both September 30, 2024 and December 31, 2023 was $1.0 million, which consisted of collateral for letters of credit related to the Company’s operating leases.

Net Loss Per Share

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock and common stock equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. Pre-funded warrants are considered outstanding for the purposes of computing basic and diluted net loss per share because shares may be issued for little or no additional consideration and are fully vested and exercisable after the original issuance date of the pre-funded warrant. The Company’s potentially dilutive securities include unvested common stock, unvested common stock upon early exercise of stock options, outstanding stock options under the Company’s equity incentive plan, and estimated shares purchasable under the employee stock purchase plan, and have been excluded from the computation of diluted net loss per share as their inclusion would be antidilutive. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position.

Commitments and Contingencies

The Company recognizes a liability with regard to loss contingencies when it believes it is probable a liability has been incurred, and the amount can be reasonably estimated. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, the Company accrues that amount. When no amount within the range is a better estimate than any other amount the Company accrues the minimum amount in the range.

Recently Issued Accounting Pronouncements

On August 5, 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-06, “Debt - Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40)”, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in GAAP. For smaller reporting companies, this ASU is effective for fiscal years beginning after December 15, 2023. The Company adopted this standard effective January 1, 2024, which did not have a material impact on the Company's condensed financial statements.

Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its condensed financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for all entities for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be

applied retrospectively to all prior periods presented in the financial statements. The Company operates as a single segment and does not expect ASU 2023-07 to have a material impact on its condensed financial statements.

2. Fair Value Measurements

The following tables show the Company’s cash, cash equivalents, marketable securities and restricted cash measured at fair value as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024
	Total		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Cash and cash equivalents:
Cash and money market funds	$	103,892	$	103,892	$	—	$	—
Restricted cash:
Cash		1,000		1,000		—		—
Marketable securities:
U.S. Treasury securities		118,043		—		118,043		—
U.S. government agency securities		138,195		—		138,195		—
Total marketable securities		256,238		—		256,238		—
Total	$	361,130	$	104,892	$	256,238	$	—


	December 31, 2023
	Total		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Cash and cash equivalents:
Cash and money market funds	$	58,006	$	58,006	$	—	$	—
Restricted cash:
Cash		1,000		1,000		—		—
Marketable securities:
U.S. Treasury securities		95,599		—		95,599		—
U.S. government agency securities		49,864		—		49,864		—
Total marketable securities		145,463		—		145,463		—
Total	$	204,469	$	59,006	$	145,463	$	—

The carrying amounts of the Company’s prepaid and other current assets, accounts payable, and accrued and other current liabilities, approximate fair value due to their short maturities. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. There were no transfers between Levels 1, 2 or 3 for any of the periods presented.

3. Marketable Securities

The following tables summarize the Company's marketable securities (see below and Note 2) accounted for as available-for-sale securities (in thousands, except years):


	September 30, 2024
	Maturity (in years)	Amortized cost		Unrealized gains		Unrealized losses			Estimated fair value
U.S. Treasury securities	1 or less	$	58,846	$	157	$	—		$	59,003
U.S. government agency securities	1 or less		101,969		373		(1	)		102,341
U.S. Treasury securities	1-2		58,274		766		—			59,040
U.S. government agency securities	1-2		35,397		457		—			35,854
Total		$	254,486	$	1,753	$	(1	)	$	256,238


	December 31, 2023
	Maturity (in years)	Amortized cost		Unrealized gains		Unrealized losses			Estimated fair value
U.S. Treasury securities	1 or less	$	76,481	$	153	$	—		$	76,634
U.S. government agency securities	1 or less		37,376		38		(3	)		37,411
U.S. Treasury securities	1-2		18,846		118		—			18,964
U.S. government agency securities	1-2		12,379		75		—			12,454
Total		$	145,082	$	384	$	(3	)	$	145,463

The following tables present fair values and gross unrealized losses for those available-for-sale securities that were in an unrealized loss position, aggregated by category and the length of time that the securities have been in a continuous loss position (in thousands):


	September 30, 2024
	Unrealized losses less than 12 months					Unrealized losses 12 months or greater				Total
	Fair value		Unrealized losses			Fair value		Unrealized losses		Fair value		Unrealized losses
U.S. government agency securities	$	2,998	$	(1	)	$	—	$	—	$	2,998	$	(1	)
Total	$	2,998	$	(1	)	$	—	$	—	$	2,998	$	(1	)


	December 31, 2023
	Unrealized losses less than 12 months					Unrealized losses 12 months or greater				Total
	Fair value		Unrealized losses			Fair value		Unrealized losses		Fair value		Unrealized losses
U.S. government agency securities	$	9,939	$	(3	)	$	—	$	—	$	9,939	$	(3	)
Total	$	9,939	$	(3	)	$	—	$	—	$	9,939	$	(3	)

As of September 30, 2024, there was one available-for-sale security with an estimated fair value of $3.0 million in a gross unrealized loss position for less than 12 months. As of September 30, 2024, unrealized losses on available-for-sale securities are not attributed to credit risk. The Company believes that an allowance for credit losses is unnecessary because the unrealized loss is due to market factors and interest rate fluctuations. Additionally, the Company does not intend to sell the security nor is it more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis.

Accrued interest on the Company's available-for-sale securities was $1.9 million as of September 30, 2024 and is included in prepaid and other current assets on the condensed balance sheet.

4. Property and Equipment

Property and equipment consisted of the following (in thousands):


	September 30, 2024			December 31, 2023
Equipment	$	1,875		$	1,443
Computers and software		242			208
Leasehold improvements		469			402
Furniture and fixtures		382			382
		2,968			2,435
Less: accumulated depreciation		(1,179	)		(807	)
Total property and equipment, net	$	1,789		$	1,628

The Company recognized $0.1 million and $0.4 million in depreciation expense for the three and nine months ended September 30, 2024, respectively, and $0.1 million and $0.3 million in depreciation expense for the three and nine months ended September 30, 2023, respectively.

5. Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Accrued payroll and other employee benefits	$	3,787	$	5,117
Accrued research and development		6,331		4,848
Accrued legal and professional fees		196		132
Accrued other general and administrative fees		496		294
Total accrued and other current liabilities	$	10,810	$	10,391

6. Stockholders' Equity

Common Stock

Common stock reserved for future issuance consisted of the following:


	September 30, 2024		December 31, 2023
Common stock options granted and outstanding		10,751,083		8,276,442
Shares available for future issuance under the 2021 Incentive Award Plan		2,922,806		3,677,313
Shares available for future issuance under the 2021 Employee Stock Purchase Plan		1,491,195		1,129,399
Pre-Funded Warrants issued and outstanding under the 2024 Private Placement		6,087,230		—
Total common stock reserved for future issuance		21,252,314		13,083,154

On October 3, 2022, the Company entered into an ATM Sales Agreement (the Sales Agreement) with Virtu Americas LLC (the Agent), under which the Company may, from time to time, sell shares of its common stock having an aggregate offering price of up to $150.0 million in “at the market” offerings through the Agent. Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agent. The Agent will receive a commission from the Company of up to 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement. As of September 30, 2024, no shares of common stock were issued and sold pursuant to the Sales Agreement since inception.

Private Placement

On February 1, 2024, the Company entered into a securities purchase agreement (the February 2024 SPA) for a private placement of 9,286,023 shares of the Company's common stock at a price of $13.01 per share (the 2024 Private Placement). The February 2024 SPA also included pre-funded warrants (the 2024 Pre-Funded Warrants) to purchase an aggregate of 6,087,230 shares of common stock at a purchase price of $13.009 per pre-funded warrant. Each pre-funded warrant has an exercise price of $0.001 per share of common stock, is immediately exercisable on the date of issuance and will not expire. The 2024 Private Placement closed on February 6, 2024 and the Company received gross proceeds of approximately $200 million, before deducting offering expenses of $0.4 million. On March 19, 2024, the Company filed a registration statement on Form S-3 with the SEC registering the resale of the shares of common stock issued, or underlying the pre-funded warrants issued, in the 2024 Private Placement. There were no exercises of the 2024 Pre-Funded Warrants during the three and nine months ended September 30, 2024. The 2024 Pre-funded Warrants did not meet the characteristics of a liability or a derivative and are classified within stockholders' equity.

7. Equity Incentive Plans and Stock-Based Compensation

2021 Incentive Award Plan

In September 2021, the Company's Board of Directors adopted, and its stockholders approved, the 2021 Incentive Award Plan (the 2021 Plan). Upon the adoption of the 2021 Plan, the Company restricted the grant of future equity awards under the 2020 Equity Incentive Plan (the 2020 Plan).

The 2021 Plan provides for the grants of stock options and other equity-based awards to employees, non-employee directors, and consultants of the Company. A total of 5,570,000 shares of the Company’s common stock were initially reserved for issuance pursuant to the 2021 Plan, consisting of 4,537,850 shares reserved under the 2021 Plan and 1,032,150 shares of the Company’s common stock that remained available for issuance under the 2020 Plan. The 2021 Plan share reserve increased by the number of shares under the 2020 Plan that were repurchased, forfeited, expired or cancelled after the effective date of the 2021 Plan. In addition, the number of shares of the Company’s common stock available for issuance under the 2021 Plan automatically increases on the first day of each fiscal year, beginning with the Company’s 2022 fiscal year, in an amount equal to the lesser of (1) 5% of the outstanding shares of the Company’s common stock on the last day of the immediately preceding fiscal year, or (2) such smaller amount as determined by the Company’s Board of Directors. On January 1, 2024, the shares available for grant under the 2021 Plan were increased by 2,154,952. As of September 30, 2024, 2,922,806 shares were available for future grant under the 2021 Plan.

A summary of the Company’s stock option activity for the period ended September 30, 2024 was as follows (in thousands, except share and per share data and years):


	Options			Weighted-Average Exercise Price per Share		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2023		8,276,442		$	10.07		8.3	$	40,420
Granted		2,926,848		$	20.62
Exercised		(434,818	)	$	3.05
Cancelled		(17,389	)	$	8.26
Outstanding at September 30, 2024		10,751,083		$	13.23		8.3	$	110,998
Exercisable at September 30, 2024		4,510,940		$	9.70		7.3	$	62,669
Vested and expected to vest as of September 30, 2024		10,751,083		$	13.23		8.3	$	110,998

Stock-Based Compensation Expense

The Company estimated the fair value of stock options using the Black-Scholes valuation model. The Company accounts for forfeitures of options when they occur. Previously recognized compensation expense for an award is reversed in the period that the award is forfeited. The fair value of stock options was estimated using the following assumptions:


	Nine Months Ended September 30,
	2024	2023
Risk-free rate of interest	3.5 - 4.6%	3.5 - 4.3%
Expected term (years)	5.3 - 6.1	5.2 - 6.1
Expected stock price volatility	87.8 - 98.7%	87.0 - 92.3 %
Dividend yield	—	—

Stock-based compensation expense recognized for all equity awards has been reported in the condensed statements of operations and comprehensive loss as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Research and development expense	$	5,329	$	2,811	$	10,462	$	5,749
General and administrative expense		2,244		1,566		5,637		3,590
Total	$	7,573	$	4,377	$	16,099	$	9,339

The weighted-average grant date fair value of options granted for the nine months ended September 30, 2024 and 2023 was $15.96 and $10.01 per share, respectively.

During the three months ended September 30, 2024, the Company entered into a transition agreement (the Transition Agreement) with its Chief Medical Officer. The Transition Agreement included accelerated vesting of 50% of unvested stock options and extended the exercise period of vested options from three months to two years from the separation date. As a result, the Company recognized an additional stock-based compensation expense of $2.0 million recorded within research and development expenses, including $1.2 million related to accelerated vesting and incremental stock-based compensation of $0.8 million resulting from modified option terms.

For the nine months ended September 30, 2024 and 2023, forfeitures resulting in the reversal of compensation expenses were immaterial.

As of September 30, 2024, the unrecognized compensation cost related to outstanding employee and nonemployee options was $71.7 million, and is expected to be recognized as expense over a weighted-average period of approximately 2.7 years.

Employee Stock Purchase Plan

In September 2021, the Company’s Board of Directors and stockholders approved and adopted the 2021 Employee Stock Purchase Plan (ESPP). The ESPP became effective on the business day immediately prior to the effective date of the Company’s first registration statement. A total of 380,000 shares of the Company’s common stock were initially reserved for issuance pursuant to the ESPP. In addition, the number of shares of the Company’s common stock available for issuance under the ESPP will automatically increase on the first day of each fiscal year, beginning with the Company’s 2022 fiscal year, in an amount equal to the lesser of (1) 1% of the outstanding shares of the Company’s common stock on the last day of the immediately preceding fiscal year, or (2) such smaller amount as determined by the Company’s Board of Directors. On January 1, 2024, the number of shares reserved for issuance under the ESPP was increased by 430,990 shares.

The ESPP permits eligible employees who elect to participate in an offering under the ESPP to have up to 15% of their eligible earnings withheld, subject to certain limitations, to purchase shares of common stock pursuant to the ESPP. The price of common stock purchased under the ESPP is equal to 85% of the lower of the fair market value of the common stock at the commencement date of each offering period or the relevant date of purchase. Each offering period is 24 months, with new offering periods commencing every six months on or about the dates of March 15 and September 15 of each year. During the nine months ended September 30, 2024 and 2023, the Company issued 69,194 and 56,387 shares, respectively, of common stock in connection with the ESPP. As of September 30, 2024, there were 1,491,195 shares available for future purchase under the ESPP.

The Company recognized compensation expense of $0.1 million and $0.1 million for the three months ended September 30, 2024 and 2023, respectively, and $0.2 million and $0.4 million for the nine months ended September 30, 2024 and 2023, respectively, related to the ESPP. As of September 30, 2024, the remaining unrecognized compensation expense related to the ESPP was $0.4 million, and is expected to be recognized as expense over a weighted-average period of approximately 1.7 years.

8. Net Loss Per Share

The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except share and per share amounts):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Numerator:
Net loss	$	(24,016	)	$	(21,152	)	$	(60,910	)	$	(46,304	)
Denominator:
Weighted-average common shares outstanding		58,898,277			43,020,965			56,638,732			42,822,677
Less: weighted-average unvested restricted common stock subject to repurchase		—			(2,107	)		—			(2,762	)
Less: weighted-average unvested common stock issued upon early exercise of common stock options		(23,780	)		(150,518	)		(39,682	)		(200,840	)
Weighted-average shares used to compute net loss per common share, basic and diluted		58,874,497			42,868,340			56,599,050			42,619,075
Net loss per share, basic and diluted	$	(0.41	)	$	(0.49	)	$	(1.08	)	$	(1.09	)

Included in the weighted-average shares of common stock outstanding, both basic and diluted for the three and nine months ended September 30, 2024 are weighted shares of common stock issuable upon the exercise of the 2024 Pre-Funded Warrants issued under the 2024 Private Placement (described in Note 6). The 2024 Pre-Funded Warrants are exercisable at any time for nominal consideration, and therefore these shares are considered outstanding for the purpose of calculating basic and diluted net loss per share.

The following table sets forth the outstanding potentially dilutive securities that have been excluded from the calculation of diluted net loss per share because their inclusion would be anti-dilutive.


	As of September 30,
	2024		2023
Unvested restricted common stock subject to repurchase		—		1,865
Unvested common stock upon early exercise of stock options		17,265		124,644
Options to purchase common stock		10,751,083		8,110,570
Estimated shares purchasable under the ESPP		1,557		3,865
		10,769,905		8,240,944

9. Leases

The Company has operating leases for its office and laboratory space, including its corporate headquarters.

In August 2020, the Company entered into a lease agreement for approximately 4,734 square feet of office and lab space at 2656 State Street in Carlsbad, California, for the Company’s headquarters (the Original Lease). The Original Lease commenced in May 2021 and had an original term of 60 months, with an option to extend for two additional 36-month periods.

In March 2022, the Company entered into a lease agreement for approximately 8,331 square feet of additional office and laboratory space at 2676 State Street in Carlsbad, California (the Expansion Lease). The Expansion Lease commenced for accounting purposes when the Company gained access to the premises in May 2023. The Company's obligation for payment of base rent began on the date the landlord delivered possession of the Expansion Lease premises in November 2023. The landlord completed improvements on the Expansion Lease premises, and the Company paid $0.5 million of these costs prior to the Expansion Lease commencement. The Company has concluded that the landlord is the accounting owner of these improvements, and therefore this payment has been included in the calculation of the right-of-use asset and lease liability. The Company is entitled to certain rent abatement for delays related to the landlord's delivery of the Expansion Lease premises to the Company. The Expansion Lease has a lease term of 120 months, starting on the day the landlord delivered possession of the Expansion Lease premises. The Company has an option to renew the Expansion Lease for two additional 36-month periods. The Original Lease was also amended to have the same lease expiration as the Expansion Lease.

The Company did not include the renewal periods in determining the lease term, as the Company was not reasonably certain to exercise either the amended Original Lease or the Expansion Lease renewal options.

In connection with the Company's lease agreements, the Company paid security deposits of $0.1 million and is required to maintain a letter of credit of $1.0 million. The letter of credit may be reduced to $0.9 million in 2027 and further reduced to $0.5 million in 2028.

Cash paid for amounts included in the measurement of lease liabilities was $0.2 million and $0.1 million for the three months ended September 30, 2024 and 2023, respectively, and $0.5 million and $0.8 million for the nine months ended September 30, 2024 and 2023, respectively.

The components of lease expense include operating, short-term, and variable lease costs. Amortization is recorded within research and development and general and administrative expenses in the condensed statements of operations and comprehensive loss. Components of lease cost for the three and nine months ended September 30, 2024 and 2023, respectively, were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Operating lease cost	$	240	$	227	$	718	$	473
Short-term lease cost		21		19		69		39
Variable lease cost		32		19		95		53
Total lease cost	$	293	$	265	$	882	$	565

Maturities of lease liabilities, weighted-average remaining term and weighted-average discount rate were as follows (in thousands):


	As of September 30,
Year ending December 31,
2024 (remaining three months)	$	216
2025		874
2026		900
2027		927
2028		955
Thereafter		5,032
Total minimum lease payments		8,904
Less: amount representing interest		(2,586	)
Present value of lease liabilities		6,318
Less: current portion of lease liabilities		(398	)
Lease liabilities, noncurrent	$	5,920


	September 30,			December 31,
	2024			2023
Weighted-average remaining lease term (years) - operating leases		9.2			9.9
Weighted-average incremental borrowing rate - operating leases		8.07	%		8.07	%

10. Commitments and Contingencies

Other Funding Commitments

As of September 30, 2024, the Company had ongoing clinical and pre-clinical studies for its various pipeline programs. The Company enters into contracts in the normal course of business with contract research organizations in preparation for clinical trials, professional consultants for expert advice and other vendors for clinical supply manufacturing or other services. These contracts are generally cancellable, with notice, at the Company's option and do not have significant cancellation penalties.

Litigation

The Company, from time to time, may be party to litigation arising in the ordinary course of business. The Company was not subject to any material legal proceedings as of September 30, 2024, and no material legal proceedings are currently pending or threatened. If the potential loss from any claim, asserted or unasserted, or legal proceeding is considered probable and the amount is reasonably estimable, the Company will accrue a liability for the estimated loss.

11. Subsequent Events

On October 18, 2024, the Company entered into an exchange agreement with Boxer Capital, LLC and RA Capital Healthcare Fund, L.P. pursuant to which (i) Boxer Capital, LLC agreed to exchange 2,000,000 shares of the Company’s common stock for one or more pre-funded warrants to acquire an aggregate of 2,000,000 shares of common stock and (ii) RA Capital Healthcare Fund, L.P. agreed to exchange 1,000,000 shares of common stock for one or more pre-funded warrants to acquire an aggregate of 1,000,000 shares of common stock. Each pre-funded warrant has an exercise price of $0.001 per share of common stock, is immediately exercisable on the date of issuance and will not expire. No cash was exchanged related to the transaction. The exchange closed on October 22, 2024.

Subsequent to September 30, 2024, 705,043 Pre-Funded Warrants issued under the 2024 Private Placement were exercised in a cashless transaction, which resulted in 705,000 shares of common stock being issued to the investor.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis and the unaudited interim condensed financial statements included in this Quarterly Report on Form 10-Q should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2023 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in the Annual Report on Form 10-K for the year ended December 31, 2023 (the 2023 Annual Report).

Forward-Looking Statements

This Quarterly Report on Form 10-Q (Quarterly Report) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations and financial position, business strategy, research and development plans, the anticipated timing and phase of development, costs, design and conduct of our ongoing and planned preclinical studies and clinical trials for our product candidates, the potential benefits of regulatory designations, the timing and likelihood of regulatory filings and approvals for our product candidates, the potential to develop product candidates and the safety and therapeutic benefits of our product candidates, our ability to commercialize our product candidates, if approved, the pricing and reimbursement of our product candidates, if approved, the timing and likelihood of success, plans and objectives of management for future operations and future results of anticipated product development efforts, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target” “will” or “would” or the negative of these terms or other similar expressions. The forward-looking statements in this Quarterly Report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of risks, uncertainties and assumptions, including, without limitation, the risk factors described in Part II, Item 1A, “Risk Factors” of this Quarterly Report. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Overview

We are a clinical-stage biotechnology company focused on developing next-generation precision medicines that target large opportunities in Fibroblast Growth Factor Receptor (FGFR) biology. Our in-house precision medicine platform, SNÅP, enables rapid and precise drug design through iterative molecular SNÅPshots that help predict genetic alterations most likely to cause acquired resistance to existing therapies. Our initial focus is on applying our accelerated small molecule drug discovery engine to develop therapies in targeted oncology and genetically defined conditions.

In oncology, the widespread availability of approved targeted treatments, such as kinase inhibitors, has transformed the cancer treatment landscape. Despite the therapeutic benefit that targeted oncology treatments have created for some patients, the response rate and duration of efficacy is often limited by acquired drug resistance, off-target toxicities and other shortcomings of existing therapies. We are using our proprietary SNÅP platform in order to generate novel product candidates that are specifically designed to limit off-target toxicities and address acquired drug resistance to provide next-generation treatment options.

Our lead product candidate, TYRA-300, is an investigational, oral, FGFR3-selective inhibitor currently being evaluated in an international, multi-center, open label Phase 1 clinical trial, SURF301 (Study in Untreated and Resistant FGFR3+ Advanced Solid Tumors). SURF301 (NCT05544552) was designed to determine the optimal and maximum tolerated doses (MTD) and the recommended Phase 2 dose (RP2D) of TYRA-300, as well as to evaluate the preliminary antitumor activity of TYRA-300. SURF301 is currently enrolling adults with locally advanced or metastatic urothelial carcinoma (mUC) and other advanced solid tumors with FGFR3 gene alterations. We expect that the Phase 1 portion of SURF301 will provide data to inform the dosing schedule of TYRA-300 we intend to evaluate in potential future studies in mUC and non-muscle invasive bladder cancer (NMIBC). The Part A, Phase 1 portion of SURF301 has completed dose escalation without determining an MTD, and the current expansion cohorts in Part B are evaluating potentially therapeutic once daily and twice daily doses in preparation for potential future Phase 2 studies in NMIBC and

mUC. In October 2024, we announced that we plan to submit an Investigational New Drug (IND) application for a Phase 2 study of TYRA-300 in NMIBC by year-end 2024.

In October 2024, we also announced interim clinical proof-of-concept data for TYRA-300 in patients with mUC from our ongoing SURF301 Phase 1/2 study. These data were presented at a late-breaking oral presentation at the 36th EORTC-NCI-AACR Symposium on Molecular Targets and Cancer Therapeutics in Barcelona, Spain. As of the August 15, 2024 data cutoff, 41 patients were enrolled in the Phase 1 portion of the SURF301 Phase 1/2 study. Eligible participants were adults with advanced malignancies with or without FGFR3 alterations, including those with prior treatment with Erdafitinib. The enrolled patient population was heavily pre-treated, with 44% of patients receiving ≥ 3 lines of therapy prior to receiving TYRA-300, and 76% of FGFR3+ mUC patients receiving ≥ 3 lines of therapy. Treatment with TYRA-300 was evaluated across six dose levels, ranging from 10 mg-120 mg once daily (QD). Preliminary pharmacokinetics (PK)/pharmacodynamics (PD) analysis in 41 patients as of the data cutoff date was as follows: TYRA-300 plasma concentrations indicate adequate target coverage at ≥90 mg QD, with further pharmacokinetic characterization ongoing.

In patients with FGFR3+ mUC who received doses ≥ 90 mg QD, anti-tumor activity was observed in all patients: (i) 6 out of 11 (54.5%) patients at ≥ 90 mg QD achieved a confirmed partial response (PR), 3 of which are still ongoing; (ii) 5 out of 10 (50%) patients at 90 mg QD achieved a PR; (iii) 1 out of 1 (100%) patient at 120 mg QD achieved a PR; and (iv) a 100% disease control rate (DCR) was achieved for all patients at ≥ 90 mg QD (PR + stable disease). TYRA-300 has demonstrated favorable interim safety results as of the data cutoff date: (i) preliminary data from SURF301 suggest TYRA-300 to be generally well-tolerated, with infrequent FGFR2- and FGFR1-associated toxicities; (ii) in doses from 10 mg up to 120 mg QD, there were 4 (10%) serious adverse events related to TYRA-300, 1 dose-limiting toxicity (DLT) of grade (Gr) 3 diarrhea at 90 mg QD, and 1 treatment-related adverse event (TRAE) leading to discontinuation of treatment (Gr3 ALT, 90 mg QD); (iii) there were no ≥ Gr4 TRAEs; and (iv) the 120 mg QD dose was the highest dose evaluated with no DLTs reported.

Beyond oncology, FGFR3 is implicated in many genetically-defined conditions, such as achondroplasia (ACH) and other skeletal dysplasias, due to its role in regulating bone and cartilage formation. In March 2023, we announced we were expanding development of TYRA-300 into ACH based on positive preclinical results demonstrated in a study performed in collaboration with the Imagine Institute in Paris, France. Data from the study showed that TYRA-300 increased body length in mice by 17.9% compared to the vehicle (p<0.0001) and increased the length of the femur (+22.6%), tibia (+33.0%) and L4-L6 (+23.5%) in mice (p<0.0001) (with n=8 for TYRA-300, after excluding two mice from the dataset when molecular analysis showed chimeric incorporation of mutation, and n=10 for vehicle, after excluding one vehicle mouse from the dataset when molecular analysis showed chimeric incorporation of mutation). Achondroplasia, the most common form of dwarfism, is a skeletal dysplasia in which growth plate cartilage is affected, resulting in decreased growth of the long bones, vertebral bodies and skull base. These growth differences can result in health complications such as foramen magnum and spinal stenosis, hydrocephalus, genu varum (bowed legs), and sleep apnea. A specific DNA mutation in FGFR3 causes an estimated 99% of ACH.

In October 2024, we announced that the FDA allowed the Company’s IND application for TYRA-300 to proceed with a Phase 2 clinical trial of TYRA-300 for children with achondroplasia (BEACH301). BEACH301 will be a Phase 2, multicenter, open-label, dose-escalation/dose-expansion study evaluating TYRA-300 in children ages 3 to 10 with achondroplasia with open growth plates. The study will enroll children who are treatment-naïve (Cohort 1) and those who have received prior growth-accelerating therapy (Cohort 2) at multiple sites across the globe. Each of these cohorts is expected to enroll up to 10 participants per dose level (0.125, 0.25, 0.375, 0.50 mg/kg) for up to 12 months. Prior to initiation of Cohorts 1 and 2, the study will enroll a safety sentinel cohort of up to 3 treatment-naïve participants per dose level in children ages 5 to 10. The primary objectives of the study will be to assess safety and tolerability in children with achondroplasia and evaluate change from baseline in annualized growth velocity to determine the dose(s) for further development. Secondary objectives will include evaluating change from baseline in height z-score, proportionality and PK. The Company is also planning exploratory assessments of clinical outcomes such as functional improvements, changes in the spine, and quality of life measures. The Company expects to dose the first child with achondroplasia in the BEACH301 study in the first quarter of 2025. In July 2023 and January 2024, the FDA granted Orphan Drug Designation (ODD) and Rare Pediatric Disease (RPD) Designation to TYRA-300, respectively, for the treatment of ACH.

In July 2024, we announced the expansion of development of TYRA-300 into hypochondroplasia (HCH) based on positive preclinical results. In a preclinical HCH model, TYRA-300 demonstrated increases in long bone length and binding against the HCH altered protein. HCH is a skeletal dysplasia closely related to ACH. HCH is most commonly caused by the N540K mutation (~70-80%) in the FGFR3 gene. The design of TYRA-300 may inhibit the alteration driving FGFR3-related skeletal dysplasias including ACH, HCH and others.

Our second oncology product candidate, TYRA-200, is an investigational, oral, FGFR1/2/3 inhibitor with potency against activating FGFR2 gene alterations, as well as clinically important molecular brake and gatekeeper resistance mutations. TYRA-200 is currently being evaluated in a multi-center, open label Phase 1 clinical study, SURF201 (Study in PrevioUsly treated and Resistant FGFR2+ Cholangiocarcinoma and Other Advanced Solid Tumors) (NCT06160752) that is designed to evaluate the safety, tolerability,

and PK of TYRA-200 and determine the optimal dose for further development and the MTD and RP2D, as well as evaluate preliminary antitumor activity.

We nominated our third candidate for clinical development, TYRA-430, an investigational FGFR4/3 biased inhibitor for FGF19+/FGFR4-driven cancers. In August 2024, we announced that the FDA allowed our IND to proceed with a Phase 1 clinical study of TYRA-430. The Phase 1 study will be a multicenter, open-label, first-in-human study of TYRA-430 in advanced hepatocellular carcinoma (HCC) and other solid tumors with activating FGF/FGFR pathway aberrations (SURF431). We believe TYRA-430 has the potential to address a significant unmet need in HCC, where there are no approved biomarker-driven, targeted therapies.

Since the commencement of our operations in 2018, we have devoted substantially all of our resources to organizing and staffing the company, business planning, raising capital, developing our proprietary SNÅP platform, undertaking research and development activities for our development programs, establishing our intellectual property portfolio, and providing general and administrative support for our operations. We have not generated any revenue to date and have funded our operations primarily from our initial public offering (IPO), private placements of our convertible preferred stock, and the issuance of Simple Agreements for Future Equity. Our net losses for the nine months ended September 30, 2024 and 2023 were $60.9 million and $46.3 million, respectively. As of September 30, 2024, we had an accumulated deficit of $225.7 million. As of September 30, 2024, we had cash, cash equivalents, and marketable securities of $360.1 million.

In February 2024, we completed a private placement of 9,286,023 shares of our common stock and pre-funded warrants to purchase an aggregate of 6,087,230 shares of our common stock for gross proceeds of approximately $200 million (the 2024 Private Placement) before deducting offering expenses of $0.4 million.

We have incurred significant operating losses since inception. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our clinical development activities, other research and development activities and capital expenditures. We expect to continue to incur significant expenses and increasing operating losses for the foreseeable future particularly if and as we conduct preclinical studies and clinical trials, continue our research and development activities, utilize third parties to manufacture our product candidates and related raw materials, hire additional personnel, expand and protect our intellectual property, and incur additional costs associated with being a public company.

Based on our current operating plan, we believe that our cash, cash equivalents, and marketable securities as of September 30, 2024 will be sufficient to fund our operating expenses and capital expenditures through at least 2026. We have never generated any revenue and do not expect to generate any revenues from product sales unless and until we successfully complete development of and obtain regulatory approval for our product candidates, which will not be for several years, if ever. In addition, if we obtain regulatory approval for any of our product candidates, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution. Accordingly, until such time as we can generate significant revenue from sales of our product candidates, if ever, we expect to finance our cash needs through equity offerings, debt financings or other capital sources, including potential collaborations, licenses and other similar arrangements. However, we may not be able to raise additional funds or enter into such other arrangements when needed or on favorable terms, or at all. If we are unable to raise additional capital or enter into such arrangements when needed, we could be forced to delay, limit, reduce or terminate our research and development programs or future commercialization efforts, or grant rights to develop and market our product candidates even if we would otherwise prefer to develop and market such product candidates ourselves.

Components of Results of Operations

Operating Expenses

Research and Development Expenses

To date, our research and development expenses consist primarily of external and internal costs related to the development of our SNÅP platform and our product candidates and development programs. Our research and development expenses primarily include:

•

external costs, including:

•

expenses incurred in connection with conducting clinical trials, including investigator grants and site payments for time and pass-through expenses and expenses incurred under agreements with contract research organizations (CROs), central laboratories and other vendors and service providers engaged to conduct our trials;

•

expenses incurred in connection with the discovery and preclinical development of our product candidates, including under agreements with third parties, such as consultants and CROs;

•

costs associated with consultants for chemistry, manufacturing and controls (CMC) development, and other services;

•

the cost of manufacturing compounds for use in our preclinical studies, including under agreements with third parties, such as consultants and third-party manufacturers; and

•

costs related to compliance with drug development regulatory requirements; and

•

internal costs, including:

•

employee-related expenses, including salaries, related benefits, travel and share-based compensation expenses for employees engaged in research and development functions;

•

the costs of laboratory supplies and acquiring, developing and manufacturing preclinical study materials; and

•

facilities, depreciation and other expenses, which include allocated expenses for rent and maintenance of facilities, and supplies.

We expense research and development expenses in the periods in which they are incurred. External expenses are recognized based on an evaluation of the progress to completion of specific tasks using information provided to us by our service providers or our estimate of the level of service that has been performed at each reporting date. We track external expenses on a development program and other program specific basis. However, we do not track internal costs on a program specific basis because these costs primarily relate to compensation, early research and consumable costs, which are deployed across multiple programs under development.

Research and development activities are central to our business model. There are numerous factors associated with the successful development of any of our product candidates, including future trial design and various regulatory requirements, many of which cannot be determined with accuracy at this time based on our stage of development. In addition, future regulatory factors beyond our control may impact our clinical development programs. Product candidates in later stages of development generally have higher development costs than those in earlier stages of development. As a result, we expect that our research and development expenses will increase substantially over the next several years as we advance our product candidates through preclinical studies into and through clinical trials, continue to discover and develop additional product candidates and expand our pipeline, maintain, expand, protect and enforce our intellectual property portfolio, and hire additional personnel.

Our future research and development expenses may vary significantly based on a wide variety of factors such as:

•

the number and scope, rate of progress, expense and results of our discovery and preclinical development activities and clinical trials;

•

the number of trials required for approval;

•

the number of sites included in each of our trials;

•

the countries in which the trials are conducted;

•

the length of time required to enroll eligible patients;

•

the number of patients that participate in the trials;

•

the ability to identify appropriate patients eligible for our clinical trials;

•

the number of doses that patients receive;

•

the drop-out or discontinuation rates of patients;

•

potential additional safety monitoring requested by regulatory agencies;

•

the duration of patient participation in the trials and follow-up;

•

the phase of development of the product candidate;

•

the efficacy and safety profile of the product candidate;

•

the timing, receipt, and terms of any approvals from applicable regulatory authorities including the FDA and non-U.S. regulators;

•

maintaining a continued acceptable safety profile of our product candidates following approval, if any;

•

the cost and timing of manufacturing our product candidates;

•

significant and changing government regulation and regulatory guidance;

•

the ability to attract and retain personnel;

•

the impact of any business interruptions to our operations or to those of the third parties with whom we work;

•

geopolitical instability, such as the war and other conflicts in Ukraine and the Middle East;

•

adverse effects on the financial markets, the global economy, the supply chain and our expenses due to pandemic or epidemic diseases, geopolitical instability, inflation, interest rates and other factors; and

•

the extent to which we establish additional strategic collaborations or other arrangements.

A change in the outcome of any of these variables with respect to the development of any of our product candidates could significantly change the costs and timing associated with the development of that product candidate.

The process of conducting the necessary preclinical and clinical research to obtain regulatory approval is costly and time-consuming. The actual probability of success for our product candidates or any future candidates may be affected by a variety of factors. We may never succeed in achieving regulatory approval for any of our product candidates or any future candidates.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel-related expenses, including employee salaries, bonuses, benefits, and stock-based compensation charges, for personnel in executive and administrative functions. Other significant general and administrative expenses include legal fees relating to intellectual property and corporate matters, professional fees for accounting, tax and consulting services and insurance costs. We expect our general and administrative expenses will increase for the foreseeable future to support our increased research and development activities, manufacturing activities, and the increased costs associated with operating as a public company. These increased costs will likely include increased expenses related to hiring of additional personnel, audit, legal, regulatory and tax-related services associated with maintaining compliance with exchange listing and the Securities and Exchange Commission (SEC) requirements, director and officer insurance costs, and investor and public relations costs.

Results of Operations

Comparison of the Three Months Ended September 30, 2024 and 2023

The following table summarizes our results of operations for the periods indicated (in thousands):


	Three Months Ended September 30,
	2024			2023			Change
Operating expenses:
Research and development	$	22,697		$	19,271		$	3,426
General and administrative		5,907			4,692			1,215
Total operating expenses		28,604			23,963			4,641
Loss from operations		(28,604	)		(23,963	)		(4,641	)
Other income:
Interest and other income, net		4,588			2,811			1,777
Total other income		4,588			2,811			1,777
Net loss	$	(24,016	)	$	(21,152	)	$	(2,864	)

Research and Development Expenses

Research and development expenses were $22.7 million and $19.3 million for the three months ended September 30, 2024 and 2023, respectively. The overall increase of $3.4 million was primarily due to an increase in stock-based compensation costs of $2.5 million, an increase in personnel costs of $1.3 million, an increase in costs to support our ongoing and planned clinical trials of $1.1 million, and an increase in facilities and other operating costs of $0.5 million. The increase was partially offset by a decrease in drug manufacturing and toxicology studies costs of $1.6 million and a decrease in preclinical expenses of $0.4 million.

The following table summarizes our research and development expenses by development program for the three months ended September 30, 2024 and 2023 (in thousands):


	Three Months Ended September 30,
	2024		2023
External research and development expense by program
TYRA-300 ACH	$	2,182	$	2,176
TYRA-300 ONC		3,345		4,797
TYRA-200		1,546		1,626
TYRA-430		1,621		1,819
Other development programs		2,635		1,780
Unallocated research and development expense
Other research and development		1,794		1,308
Personnel and stock-based compensation		9,574		5,765
Total research and development expense	$	22,697	$	19,271

General and Administrative Expenses

General and administrative expenses were $5.9 million and $4.7 million for the three months ended September 30, 2024 and 2023, respectively. The increase of $1.2 million was primarily due to an increase in stock-based compensation costs of $0.7 million, an increase in personnel costs of $0.4 million, and an increase in other operating costs of $0.1 million.

Other Income

Other income was $4.6 million and $2.8 million for the three months ended September 30, 2024 and 2023, respectively. The increase of $1.8 million was primarily related to the increase in cash, cash equivalents, and marketable securities resulting from proceeds received from the 2024 Private Placement, as well as fluctuations in interest rates.

Comparison of the Nine Months Ended September 30, 2024 and 2023

The following table summarizes our results of operations for the periods indicated (in thousands):


	Nine Months Ended September 30,
	2024			2023			Change
Operating expenses:
Research and development	$	57,897		$	41,841		$	16,056
General and administrative		16,536			12,470			4,066
Total operating expenses		74,433			54,311			20,122
Loss from operations		(74,433	)		(54,311	)		(20,122	)
Other income:
Interest and other income, net		13,523			8,007			5,516
Total other income		13,523			8,007			5,516
Net loss	$	(60,910	)	$	(46,304	)	$	(14,606	)

Research and Development Expenses

Research and development expenses were $57.9 million and $41.8 million for the nine months ended September 30, 2024 and 2023, respectively. The overall increase of $16.1 million was primarily due to an increase in CRO and drug manufacturing costs to support our ongoing and planned clinical trials of $7.2 million, an increase in stock-based compensation costs of $4.7 million, an increase of personnel costs of $3.7 million, and an increase in facilities and other operating costs of $1.7 million. The increase was partially offset by a decrease in preclinical expenses of $1.2 million.

The following table summarizes our research and development expenses by development program for the nine months ended September 30, 2024 and 2023 (in thousands):


	Nine Months Ended September 30,
	2024		2023
External research and development expense by program
TYRA-300 ACH	$	5,720	$	3,153
TYRA-300 ONC		11,408		9,755
TYRA-200		3,501		3,413
TYRA-430		3,513		3,130
Other development programs		7,399		6,019
Unallocated research and development expense
Other research and development		4,644		3,061
Personnel and stock-based compensation		21,712		13,310
Total research and development expense	$	57,897	$	41,841

General and Administrative Expenses

General and administrative expenses were $16.5 million and $12.5 million for the nine months ended September 30, 2024 and 2023, respectively. The increase of $4.0 million was primarily due to an increase in stock-based compensation costs of $2.0 million, an increase in professional service costs of $0.9 million, an increase in personnel costs of $0.9 million, and an increase in other operating costs of $0.2 million.

Other Income

Other income was $13.5 million and $8.0 million for the nine months ended September 30, 2024 and 2023, respectively. The increase of $5.5 million was primarily related to the increase in cash, cash equivalents, and marketable securities resulting from proceeds received from the 2024 Private Placement, as well as fluctuations in interest rates.

Liquidity and Capital Resources

Sources of Liquidity

On September 17, 2021, we completed our IPO and issued 12,420,000 shares of common stock for net proceeds of approximately $181.2 million. Prior to our IPO, we funded our operations primarily through private placements of our convertible preferred stock with net proceeds of $157.2 million excluding issuance costs of $0.4 million.

On February 6, 2024, we completed the 2024 Private Placement for gross proceeds of approximately $200 million, before deducting offering expenses of $0.4 million. On March 19, 2024, we filed a registration statement on Form S-3 registering the resale of the shares of common stock and shares of common stock issuable upon the exercise of pre-funded warrants issued in the private placement, which registration statement was declared effective by the SEC on April 22, 2024.

Our primary uses of cash to date have been to fund our research and development activities, including with respect to TYRA-300, TYRA-300 ACH, TYRA430 and TYRA-200 and other research programs, business planning, establishing and maintaining our intellectual property portfolio, hiring personnel, raising capital, and providing general and administrative support for these operations.

On October 3, 2022, we entered into an ATM Sales Agreement (the Sales Agreement) with Virtu Americas LLC (the 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 Agent. Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agent. The Agent will receive a commission from us of up to 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement.

We are not obligated to sell, and the Agent is not obligated to buy or sell, any shares of common stock under the Sales Agreement. No assurance can be given that we will sell any shares of common stock under the Sales Agreement, or, if we do, as to the price or amount of shares of common stock that we may sell or the dates when such sales will take place. As of September 30, 2024, we have not sold any shares under the Sales Agreement.

Cash Flows

The following table sets forth a summary of our cash flows for the periods indicated (in thousands):


	Nine Months Ended September 30,
	2024			2023
Net cash used in operating activities	$	(50,184	)	$	(36,607	)
Net cash used in investing activities		(105,361	)		(167	)
Net cash provided by financing activities		201,431			1,213
Net cash increase (decrease) for the period	$	45,886		$	(35,561	)

Operating Activities

Net cash used in operating activities for the nine months ended September 30, 2024 was $50.2 million, consisting primarily of our net loss of $60.9 million and $1.1 million for net changes in operating assets and liabilities, adjusted for $11.8 million of non-cash charges primarily related to stock-based compensation expense and accretion on marketable securities.

Net cash used in operating activities for the nine months ended September 30, 2023 was $36.6 million, consisting primarily of our net loss of $46.3 million, adjusted for $9.6 million of non-cash charges primarily related to stock-based compensation expense and $0.1 million for net changes in operating assets and liabilities.

Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2024 was $105.4 million, consisting of purchases of marketable securities available-for-sale of $225.6 million and purchases of property and equipment of $0.7 million, offset by $120.9 million related to sales and maturities of marketable securities available-for-sale.

Net cash used in investing activities for the nine months ended September 30, 2023 was $0.2 million, consisting of purchases of property and equipment.

Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2024 was $201.4 million, consisting primarily of proceeds from the issuance of common stock and pre-funded warrants from the 2024 Private Placement of $200 million, offset by issuance costs of $0.4 million and proceeds from issuances of common stock under benefit plans of $1.9 million.

Net cash provided by financing activities for the nine months ended September 30, 2023 was $1.2 million, related to proceeds from issuances of common stock under benefit plans.

Future Funding Requirements

Based on our current operating plan, we believe that our existing cash, cash equivalents, and marketable securities as of September 30, 2024 will be sufficient to meet our anticipated operating expenses and capital expenditures through at least 2026. However, our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. We have based this estimate on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we expect. Additionally, the process of conducting preclinical studies and testing product candidates in clinical trials is costly, and the timing of progress and expenses in these studies and trials is uncertain.

Our future capital requirements will depend on many factors, including:

•

the initiation, type, number, scope, results, costs and timing of, our ongoing and planned preclinical studies and clinical trials of existing product candidates or clinical trials of other potential product candidates we may choose to pursue in the future, including based on feedback received from regulatory authorities;

•

the costs and timing of manufacturing for current or future product candidates, including commercial scale manufacturing if any product candidate is approved;

•

the costs, timing and outcome of regulatory review of current or future product candidates;

•

the costs of obtaining, maintaining and enforcing our patents and other intellectual property rights;

•

our efforts to enhance operational systems and hire additional personnel to satisfy our obligations as a public company, including enhanced internal controls over financial reporting;

•

the costs associated with hiring additional personnel and consultants as our business grows, including additional executive officers and clinical development personnel, as well as retaining personnel;

•

the costs and timing of establishing or securing sales and marketing capabilities if any current or future product candidate is approved;

•

our ability to achieve sufficient market acceptance, coverage and adequate reimbursement from third-party payors and adequate market share and revenue for any approved products;

•

costs associated with any products or technologies that we may in-license or acquire; and

•

delays or issues with any of the above, including that the risk of each may be exacerbated by any future pandemics or epidemic diseases, potential geopolitical instability and war, inflation or rising interest rates.

Until such time, if ever, as we can generate substantial product revenues to support our cost structure, we expect to finance our cash needs through equity offerings, debt financings or other capital sources, including potential collaborations, licenses and other similar arrangements. However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise funds through collaborations, or other similar arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us and/or may reduce the value of our common stock. If we are unable to raise

additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market our product candidates even if we would otherwise prefer to develop and market such product candidates ourselves.

Contractual Obligations and Commitments

There were no material changes outside the ordinary course of our business during the nine months ended September 30, 2024 to the information regarding our contractual obligations that was disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the 2023 Annual Report.

As of September 30, 2024, total future aggregate operating lease commitments were $8.9 million, with approximately $0.2 million due during 2024, and the remaining due in periods from 2025 through 2033.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates during the three and nine months ended September 30, 2024, as compared to the critical accounting policies and estimates disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the 2023 Annual Report.

Recently Adopted Accounting Pronouncements

See Note 1 to our condensed financial statements included elsewhere in this Quarterly Report on Form 10-Q for recently issued accounting pronouncements that may potentially impact our financial position and results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of September 30, 2024, there have been no material changes surrounding our market risk, including interest rate risk, foreign currency exchange risk, and inflation risk, from the discussion provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Quantitative and Qualitative Disclosures about Market Risk” in the 2023 Annual Report.

Item 4. Controls and Procedures

Our management, with the participation of our chief executive officer and our chief financial officer (our principal executive officer and principal financial and accounting officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As required by SEC Rule 13a-15(b), we carried out an evaluation of our disclosure controls and procedures as of the end of the quarter covered by this report. Based on such evaluation, our chief executive officer and our chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently subject to any material legal proceedings. From time to time, we may be involved in legal proceedings or subject to claims incident to the ordinary course of business. Regardless of the outcome, such proceedings or claims can have an adverse impact on us because of defense and settlement costs, diversion of resources and other factors, and there can be no assurances that favorable outcomes will be obtained.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in Item 1A of our 2023 Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Use of Proceeds from Initial Public Offering

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.

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.

Issuer Repurchases of Equity Securities

None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Arrangements

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 or terminated any such trading arrangements.

Item 6. Exhibits


Exhibit Number	Exhibit Description	Incorporated by Reference			Filed Herewith
		Form	Date	Number
3.1	Amended and Restated Certificate of Incorporation	10-K	3/22/23	3.1
3.2	Certificate of Amendment of Amended and Restated Certificate of Incorporation, dated May 29, 2024	8-K	5/31/24	3.1
3.3	Amended and Restated Bylaws, effective as of October 26, 2023	8-K	10/26/23	3.1
4.1	Specimen stock certificate evidencing the shares of common stock	S-1	8/20/21	4.1
4.2	Amended and Restated Investors’ Rights Agreement, dated March 5, 2021, by and among the Registrant and certain of its stockholders	S-1/A	9/9/21	4.2
4.3	Form of Pre-Funded Warrant	8-K	2/5/24	4.1
4.4	Form of Exchange Warrant	8-K	10/18/24	4.1
10.1#**	Transition Agreement, dated August 3, 2024, between the Registrant and Hiroomi Tada, M.D., Ph.D.				X
10.2#**	Employment Agreement, dated September 9, 2024, between the Registrant and Douglas Warner, M.D.				X
31.1	Certification of Chief Executive Officer, as required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X
31.2	Certification of Chief Financial Officer, as required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X
32.1*	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				X
32.2*	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				X
101.INS	Inline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document				X
101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents				X
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)				X

* This certification is deemed not filed for purpose of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

# Indicates management contract or compensatory plan.

** Certain schedules and annexes have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or annex will be furnished as a supplement to the U.S. Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	TYRA BIOSCIENCES, INC.

Date: November 7, 2024	By:	/s/ Todd Harris, Ph.D.
		Todd Harris, Ph.D.
		President, Chief Executive Officer, and Director
		(Principal Executive Officer)

Date: November 7, 2024	By:	/s/ Alan Fuhrman
		Alan Fuhrman
		Chief Financial Officer
		(Principal Financial and Accounting Officer)