CUSIP No. 90240B106
With respect to Joe Lewis and Boxer Asset Management Inc. (“Boxer Management,” and together with Mr. Lewis, the “Reporting Persons”), this amendment (this “Amendment No. 3”) further amends and supplements the statement on Schedule 13D filed on September 24, 2021 (the “Original Filing”) by Boxer Capital, LLC (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”), MVA Investors, LLC (“MVA Investors”), Aaron I. Davis and Mr. Lewis with respect to the Common Stock, par value $0.0001 (the “Common Stock”) of Tyra Biosciences, Inc. (the “Issuer”), as previously amended on June 16, 2022 (“Amendment No. 1”) and February 8, 2024 (“Amendment No. 2”). Amendment No. 1 was an original filing for Siddarth Subramony. On October 10, 2024, Boxer Capital entered into an investment management agreement (the “IMA”) with Boxer Capital Management, LLC (“BCM”), a registered investment advisor controlled by Mr. Davis. Pursuant to the IMA, Boxer Capital has delegated exclusive voting and investment power over its investment portfolio to BCM. Consequently, BCM has acquired beneficial ownership of the securities held in Boxer Capital’s investment portfolio and, without reflecting any change in its economic interest in such securities, Boxer Capital has thereby ceased to beneficially own the securities held in its investment portfolio, including shares of Common Stock. Consequently, each of Boxer Management and Mr. Lewis has ceased to beneficially own the securities held in Boxer Capital’s investment portfolio. Capitalized terms used herein but not defined herein shall have the respective meanings defined in the Original Filing, as previously amended. The Original Filing, as previously amended, is further amended hereby only as specifically set forth herein, provided that with respect to any Item amended herein, if such Item is incorporated by reference into any other Item in the Original Filing, as previously amended, such incorporation by reference is also amended hereby. The Reporting Persons report herein that they have ceased to beneficially own more than 5% of the outstanding shares of Common Stock. On or about the day of this filing, Boxer Capital, MVA Investors, Mr. Davis and Mr. Subramony are independently amending the Original Filing with respect to themselves, which filing is being joined by BCM; see that filing for any required information pertaining to any of them.
| Item 2. | Identity and Background. |
Item 2 is hereby amended and restated to read as follows:
This Schedule 13D is jointly filed by Boxer Management and Mr. Lewis.
Boxer Management, a Bahamian international business company, is the managing member and majority owner of Boxer Capital, a limited liability company organized under the laws of Delaware. Mr. Lewis is the sole indirect owner of and controls Boxer Management. Boxer Management is primarily engaged in the business of investing in securities. Mr. 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.
The address of each of Boxer Management and Mr. Lewis for purposes of this filing is: Albany Financial Center, Suite 207, Lewis Drive, N7776, 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 Boxer Management 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 Management.
Except as set forth on Schedule B to this Schedule 13D, none of the Reporting Persons nor any of the individuals identified on Schedule A to this Schedule 13D has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) 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. |
Item 3 is hereby amended by the addition of the following:
The disclosure set forth below in Item 4 is hereby incorporated herein.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended by the addition of the following:
On October 10, 2024, Boxer Management, Boxer Capital and BCM entered into the IMA, pursuant to which Boxer Capital has delegated exclusive voting and investment power over its investment portfolio to BCM. Consequently, BCM has acquired beneficial ownership of the shares of Common Stock held by Boxer Capital and, without reflecting any change in its economic interest in such securities, Boxer Capital has thereby ceased to beneficially own the securities held in its investment portfolio, including shares of Common Stock. Consequently, each of Boxer Management and Mr. Lewis has ceased to beneficially own the securities held in Boxer Capital’s investment portfolio.
