Tyra Biosciences, Inc. filed a Form 8-K with the SEC on September 14, 2026, disclosing the pricing of a public offering of common stock and pre-funded warrants expected to raise approximately $400.0 million in gross proceeds before deducting underwriting discounts, commissions, and estimated offering expenses.

Key Highlights

  • Offering size: Gross proceeds expected to be approximately $400.0 million, before deducting underwriting discounts and commissions and estimated offering expenses.
  • Shares offered: 9,079,000 shares of common stock at an offering price of $22.03 per share.
  • Pre-funded warrants: Warrants to purchase an aggregate of 9,078,529 shares of common stock, priced at $22.029 per warrant, with an exercise price of $0.001 per share.
  • Underwriter purchase price: Underwriters agreed to purchase shares at $20.7082 per share and pre-funded warrants at $20.7072 per warrant.
  • Expected closing: The offering was expected to close on September 15, 2026, subject to customary closing conditions.
  • Lead underwriters: Jefferies LLC, Guggenheim Securities, LLC, Cantor Fitzgerald & Co., and Barclays Capital Inc. served as representatives of the underwriters.

Tyra Biosciences Discloses Terms of September 2026 Public Offering

According to the filing, Tyra Biosciences, Inc. (NASDAQ:TYRA) entered into an underwriting agreement on September 14, 2026, with Jefferies LLC, Guggenheim Securities, LLC, Cantor Fitzgerald & Co., and Barclays Capital Inc. as representatives of the several underwriters. The agreement covers the issuance and sale of 9,079,000 shares of common stock, par value $0.0001 per share, at a public offering price of $22.03 per share, as well as pre-funded warrants to purchase an aggregate of 9,078,529 shares of common stock at an offering price of $22.029 per warrant.

The filing states that the pre-funded warrants carry an exercise price of $0.001 per share, are immediately exercisable upon issuance, and do not expire. The company disclosed that holders may elect a beneficial ownership limitation of 4.99%, 9.99%, or 19.99% of outstanding common stock, selected prior to issuance, with any increase in that percentage taking effect no sooner than 61 days after notice is delivered to the company. The exercise price and share count underlying each warrant are subject to adjustment for certain stock dividends, splits, combinations, reclassifications, or similar events, the filing noted.

The offering was made pursuant to the company's shelf registration statement on Form S-3 (Registration Statement No. 333-298911), which the filing states became automatically effective upon filing. The filing also noted that the underwriting agreement contains customary representations, warranties, indemnification obligations, and termination provisions. The company cautioned that statements regarding the expected closing and anticipated gross proceeds are forward-looking statements subject to risks and uncertainties, including market conditions and the satisfaction of customary closing conditions, as described in its prior regulatory filings.

What Was Disclosed

Tyra Biosciences disclosed the pricing and terms of a public equity offering combining common shares and pre-funded warrants, with gross proceeds expected to be approximately $400.0 million before deductions, and an anticipated closing date of September 15, 2026.