| Item 1. | |
| (a) | Name of issuer:
Tyra Biosciences, Inc. |
| (b) | Address of issuer's principal executive offices:
2656 State Street, Carlsbad, CA 92008 |
| Item 2. | |
| (a) | Name of person filing:
(i) Canaan XI L.P., a Cayman Islands limited partnership ( "Canaan XI");
(ii) Canaan Partners XI LLC, a Delaware limited liability company ("Canaan XI GP");
(iii) Canaan 2020+ Co-Investment L.P. - Series 7, a Delaware limited partnership ("Canaan Series 7");
and
(iv) Canaan Partners 2020+ Co-Investment, LLC, a Delaware limited liability company ("Canaan 2020+GP").
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| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 2765 Sand Hill Road, Menlo Park, California 94025. |
| (c) | Citizenship:
See Item 2(a) above. |
| (d) | Title of class of securities:
COMMON STOCK, $0.0001 PAR VALUE PER SHARE |
| (e) | CUSIP No.:
90240B106 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
(i) Canaan XI directly owns 3,731,165 shares of Common Stock, which represents approximately 7.4% of the outstanding shares of Common Stock.
(ii) Canaan XI GP is the general partner of Canaan XI and may be deemed to beneficially own 3,731,165 shares of Common Stock, which represents approximately 7.4% of the outstanding shares of Common Stock.
(iii) Canaan Series 7 directly owns 448,692 shares of Common Stock, which represents approximately 0.9% of the outstanding shares of Common Stock.
(iv) Canaan 2020+ GP is the general partner of Canaan Series 7 and may be deemed to beneficially own 448,692 shares of Common Stock, which represents approximately 0.9% of the outstanding shares of Common Stock.
|
| (b) | Percent of class:
The percent of class of the outstanding shares of Common Stock beneficially owned by the Reporting Persons in Item 4(a) are based on 50,602,991 shares of Common Stock outstanding as of November 4, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024.
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| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
(1) Canaan XI: 3,731,165 shares of Common Stock;
(2) Canaan XI GP: 3,731,165 shares of Common Stock;
(3) Canaan Series 7: 448,692 shares of Common Stock; and
(4) Canaan 2020+ GP: 448,692 shares of Common Stock.
|
| | (ii) Shared power to vote or to direct the vote:
None.
|
| | (iii) Sole power to dispose or to direct the disposition of:
(1) Canaan XI: 3,731,165 shares of Common Stock;
(2) Canaan XI GP: 3,731,165 shares of Common Stock;
(3) Canaan Series 7: 448,692 shares of Common Stock; and
(4) Canaan 2020+ GP: 448,692 shares of Common Stock.
|
| | (iv) Shared power to dispose or to direct the disposition of:
None.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)