0000899243-21-035937.txt : 20210914 0000899243-21-035937.hdr.sgml : 20210914 20210914211553 ACCESSION NUMBER: 0000899243-21-035937 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210914 FILED AS OF DATE: 20210914 DATE AS OF CHANGE: 20210914 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kjellson Nina S CENTRAL INDEX KEY: 0001381980 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40800 FILM NUMBER: 211253923 MAIL ADDRESS: STREET 1: C/O INTERWEST PARTNERS STREET 2: 2710 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tyra Biosciences, Inc. CENTRAL INDEX KEY: 0001863127 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 831476348 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2656 STATE STREET CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: (619) 728-4760 MAIL ADDRESS: STREET 1: 2656 STATE STREET CITY: CARLSBAD STATE: CA ZIP: 92008 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-09-14 0 0001863127 Tyra Biosciences, Inc. TYRA 0001381980 Kjellson Nina S C/O TYRA BIOSCIENCES, INC. 2656 STATE STREET CARLSBAD CA 92008 1 0 0 0 Series A Preferred Stock 0.00 Common Stock 3463201 I By Canaan XI L.P. Series B Preferred Stock 0.00 Common Stock 473394 I By Canaan XI L.P. Series B Preferred Stock 0.00 Common Stock 473396 I By 2020+ Co-Investment L.P. - Series 7 The shares of Series A Preferred Stock and Series B Preferred Stock are convertible, at any time, at the holder's election, to shares of the Issuer's common stock at a ratio of 1-for-2.5974. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A Preferred Stock and Series B Preferred Stock will automatically convert to shares of the Issuer's common stock at a ratio of 1-for-2.5974. The Series A Preferred Stock and Series B Preferred Stock has no expiration date. The sole general partner of Canaan XI L.P. ("Canaan XI") is Canaan Partners XI LLC ("Canaan XI GP"), which may be deemed to have sole voting, investment and dispositive power with respect to the shares held by Canaan XI. Canaan XI GP disclaims Section 16 beneficial ownership of the securities held by Canaan XI, except to the extent of its pecuniary interest therein, if any. The sole general partner of Canaan 2020+ Co-Investment L.P. - Series 7 (the "Canaan Series 7") is Canaan Partners 2020+ Co-Investment LLC ("Canaan 2020+ GP"), which may be deemed to have sole voting, investment and dispositive power with respect to the shares held by Canaan Series 7. Canaan 2020+ GP disclaims Section 16 beneficial ownership of the securities held by Canaan Series 7, except to the extent of its pecuniary interest therein, if any. Exhibit List: Exhibit 24 Power of Attorney /s/ John Healy, Attorney-in Fact 2021-09-14 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                 POWER OF ATTORNEY

    Know all by these presents, that the undersigned hereby constitutes and
appoints each of the General Counsel, who is currently John Healy, and the Chief
Financial Officer, who is currently Esther van den Boom, and their respective
successors, signing singly, the undersigned's true and lawful attorney-in-fact
to:

    (1)    prepare, execute in the undersigned's name and on the undersigned's
    behalf, and submit to the U.S. Securities and Exchange Commission (the
    "SEC") a Form ID, including amendments thereto, and any other documents
    necessary or appropriate to obtain codes and passwords enabling the
    undersigned to make electronic filings with the SEC of reports required by
    Section 16(a) of the Securities Exchange Act of 1934 or any rule or
    regulation of the SEC;

    (2)    execute for and on behalf of the undersigned, in the undersigned's
    capacity as an officer and/or director of Tyra Biosciences, Inc., a Delaware
    corporation (the "Company") and/or beneficial owner of more than 10% of the
    Company's capital stock, Forms 3, 4, and 5 and any amendments thereto in
    accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
    rules thereunder;

    (3)    do and perform any and all acts for and on behalf of the undersigned
    which may be necessary or desirable to complete and execute any such Form 3,
    4, or 5, complete and execute any amendment or amendments thereto, and
    timely file such form with the SEC and any stock exchange or similar
    authority; and

    (4)    take any other action of any type whatsoever in connection with the
    foregoing which, in the opinion of such attorney-in-fact, may be of benefit
    to, in the best interest of, or legally required by, the undersigned, it
    being understood that the documents executed by such attorney-in-fact on
    behalf of the undersigned pursuant to this Power of Attorney shall be in
    such form and shall contain such terms and conditions as such attorney-in-
    fact may approve in such attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

    The undersigned agrees that each such attorney-in-fact herein may rely
entirely on information furnished orally or in writing by the undersigned to
such attorney-in-fact.  The undersigned also agrees to indemnify and hold
harmless the Company and each such attorney-in-fact against an losses, claims,
damages or liabilities (or actions in these reports) that arise out of or are
based upon any untrue statements or omission of necessary facts in the
information provided by the undersigned to such attorney-in-fact for purposes of
executing, acknowledging, delivering or filing Forms 3, 4 or 5 (including
amendments thereto) or Form ID and agrees to reimburse the Company and such
attorney-in-fact for any legal or other expenses reasonably incurred in
connection with investigating or defending against any such loss, claim, damage,
liability or action.

    This Power of Attorney supersedes any power of attorney previously executed
by the undersigned regarding the purposes outlined in the first paragraph hereof
("Prior Powers of Attorney"), and the authority of the attorney-in-fact named in
any Prior Powers of Attorney is hereby revoked.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

                             [Signature Page to Follow]


    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 14th day of September, 2021.

                            /s/ Nina Kjellson
                            ------------------------------
                            Name:  Nina Kjellson