Boxer Capital SC 13DTyra Biosciences / Boxer Capital ownership change

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. )*

Tyra Biosciences, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

90240B106

(CUSIP Number)

David A. Brown

Alston & Bird LLP

950 F Street, N.W.

Washington, DC 20004-1404

202-239-3463

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 17, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box   ☐.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1. Security and Issuer.

This Schedule 13D relates to the shares of common stock, $0.0001 par value per share (the “Common Stock”), of Tyra Biosciences, Inc., a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is located at 2656 State Street, Carlsbad, CA 92008.

Item 2. Identity and Background.

This Schedule 13D is jointly filed by Boxer Capital, LLC, (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”), Joe Lewis, MVA Investors, LLC (“MVA Investors”) and Aaron I. Davis (collectively, the “Reporting Persons”).

Boxer Management, a corporation organized under the laws of the Bahamas, is the managing member and majority owner of Boxer Capital, a limited liability company organized under the laws of Delaware. Joe Lewis is the sole indirect beneficial owner of and controls Boxer Management. Each of Boxer Capital and Boxer Management are primarily engaged in the business of investing in securities. Joe Lewis is a citizen of the United Kingdom and his present principal occupation or employment is engaging in business as a private investor including through the investments of Boxer Capital.

MVA Investors, a limited liability company organized under the laws of Delaware, is the independent, personal investment vehicle of certain employees of Boxer Capital. MVA Investors is primarily engaged in the business of investment in securities. Aaron I. Davis, a citizen of the United States and the Chief Executive Officer of Boxer Capital, is a member of and has voting and dispositive power over securities held by MVA Investors.

By virtue of these relationships and pursuant to the SEC’s beneficial ownership rules, the Reporting Persons may be deemed to be members of a group.

The address of each of Boxer Capital, Boxer Management, MVA Investors and Aaron I. Davis for purposes of this filing is: 12860 El Camino Real, Suite 300, San Diego, CA 92130. The address of each of Boxer Management and Joe Lewis for purposes of this filing is: c/o Cay House, EP Taylor Drive N7776, Lyford Cay, New Providence, Bahamas.

Set forth on Schedule A, and incorporated herein by reference, is the (a) name, (b) residence or business address, (c) present principal occupation or employment and (d) citizenship, of each executive officer and director of each of Boxer Capital, Boxer Management and MVA Investors, and (e) name of any corporation or other organization in which such occupation or employment is conducted, together with the principal business and address of any such corporation or organization other than Boxer Capital, Boxer Management or MVA Investors.

The Reporting Persons have not, during the past five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.

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

The aggregate purchase price of the Common Stock purchased and currently owned by the Reporting Persons is $42,999,994. The source of the funding for the purchases of the Common Stock was the general working capital of each of Boxer Capital and MVA Investors. The information set forth in Item 4 below is incorporated herein by reference.

Item 4. Purpose of Transaction.

The Reporting Persons acquired shares of Common Stock from the Issuer through private placements prior to the Issuer’s initial public offering and in the Issuer’s initial public offering, which was completed on September 17, 2021. The Reporting Persons acquired their positions in the Common Stock for investment purposes.

Boxer Capital purchased (i) 1,480,242 shares of the Issuer’s Series A convertible preferred stock in January 2020 for an aggregate purchase price of $12,211,997, which converted into 3,844,780 shares of Common Stock immediately prior to the completion of the Initial’s initial public offering, (ii) 713,629 shares of the Issuer’s Series B convertible preferred stock in March 2021 for an aggregate purchase price of $19,577,484, which converted into 1,853,579 shares of Common Stock immediately prior to the completion of the Issuer’s initial public offering, and (iii) 625,000 shares of Common Stock on September 17, 2021 for an aggregate purchase price of $10,000,000 in the Issuer’s initial public offering.

MVA Investors purchased (i) 95,516 shares of the Issuer’s Series A convertible preferred stock in January 2020 for an aggregate purchase price of $788,007, which converted into 248,093 shares of Common Stock immediately prior to the completion of the Initial’s initial public offering and (ii) 15,401 shares of the Issuer’s Series B convertible preferred stock in March 2021 for an aggregate purchase price of $422,506, which converted into 40,002 shares of Common Stock immediately prior to the completion of the Initial’s initial public offering.

While the Reporting Persons do not have any current plans, proposals or agreements with respect to the shares of Common Stock except as otherwise disclosed herein, the Reporting Persons may, from time to time and at any time, acquire additional shares of Common Stock in the open market or otherwise and reserve the right to dispose of any or all of the shares of Common Stock in the open market or otherwise, at any time and from time to time, and to engage in any hedging or similar transactions with respect to the shares of Common Stock.

Siddarth Subramony, a Vice President of Boxer Capital, has been designated by Boxer Capital to serve as a director of the Issuer, and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.    

Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management or the board of directors of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.

Item 5. Interest in Securities of the Issuer.

All percentages are based on 42,535,139 shares of Common Stock outstanding immediately following the Issuer’s initial public offering, including the exercise in full by the underwriters of their option to purchase 1,620,000 additional shares of Common Stock, as set forth in the Issuer’s Prospectus filed with the Securities and Exchange Commission on September 15, 2021.

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 6,611,454 shares of Common Stock, representing 15.5% of the outstanding shares of Common Stock.

Boxer Capital, Boxer Management and Joe Lewis beneficially own 6,323,359 shares of Common Stock which represents 14.9% of the outstanding Common Stock. MVA Investors and Aaron I. Davis beneficially own 288,095 shares of Common Stock which represents 0.7% of the outstanding Common Stock.

(b) With respect to any rights or powers to vote, or to direct the vote of, or to dispose of, or to direct the disposition of, the Common Stock owned by the Reporting Persons:

(i) Sole power to vote or to direct the vote:

None of the Reporting Persons has the sole power to vote or to direct the vote of the shares of Common Stock they beneficially own.

(ii) Shared power to vote or to direct the vote:

Boxer Capital, Boxer Management and Joe Lewis have shared power to vote or to direct the vote of the 6,323,359 shares of Common Stock they beneficially own. MVA Investors and Aaron I. Davis have shared power to vote or to direct the vote of the 288,095 shares of Common Stock they beneficially own.

(iii) Sole power to dispose or to direct the disposition of:

None of the Reporting Persons has the sole power to dispose or to direct the disposition of the shares of Common Stock they beneficially own.

(iv) Shared power to dispose or to direct the disposition of:

Boxer Capital, Boxer Management and Joe Lewis have shared power to dispose or to direct the disposition of the 6,323,359 shares of Common Stock they beneficially own. MVA Investors and Aaron I. Davis have shared power to vote or to direct the vote of the 288,095 shares of Common Stock they beneficially own.

(c) Other than as described herein, the Reporting Persons have not engaged in any transactions in the Common Stock in the past 60 days.

(d) No other person has the right to receive or the power to direct the receipt of dividends, or proceeds of sale of such securities outlined in this report.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Boxer Capital, MVA Investors and certain other investors are parties to that certain Amended and Restated Investors’ Rights Agreement with the Issuer dated March 5, 2021 (the “Investors’ Rights Agreement”). Pursuant to the Investors’ Rights Agreement, the investors party thereto are entitled to certain rights with respect to the registration for public resale under the Securities Act of 1933, as amended, of the shares of Series A convertible preferred stock and Series B convertible preferred stock that converted into shares of Common Stock immediately prior to the completion of the Initial’s initial public offering. See Item 4 for additional information. The foregoing description of the Investors’ Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Investors’ Rights Agreement, which is filed as Exhibit 2 to this Schedule 13D and incorporated herein by reference.

Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 24, 2021

SCHEDULE A

ADDITIONAL INFORMATION CONCERNING THE REPORTING PERSONS

BOXER CAPITAL, LLC

The executive officers and managers of Boxer Capital, LLC are set forth below. The individuals’ business addresses are 12860 El Camino Real, Suite 300, San Diego, CA 92130. Except as otherwise stated, the present principal occupation or employment set forth below opposite the name refers to employment with Boxer Capital, LLC.

BOXER ASSET MANAGEMENT INC.

The executive officers and directors of Boxer Asset Management Inc. are set forth below. Each individual’s business address is c/o Cay House, EP Taylor Drive N7776 Lyford Cay, New Providence, Bahamas. Except as otherwise stated, the present principal occupation or employment set forth below opposite the name of each person refers to employment with Boxer Asset Management Inc.

MVA INVESTORS, LLC

The executive officers and directors of MVA Investors, LLC are set forth below. The individuals’ business addresses are 12860 El Camino Real, Suite 300, San Diego, CA 92130. Except as otherwise stated, the present principal occupation or employment set forth below opposite the name refers to employment with MVA Investors, LLC.

EXHIBIT INDEX