8-K

TYRA BIOSCIENCES, INC.

Date: May 29, 2025

/s/ Ali Fawaz

General Counsel and Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 29, 2025

Tyra Biosciences, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-40800

83-1476348

(State or Other Jurisdiction
of Incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

2656 State Street

Carlsbad, California

92008

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (619) 728-4760

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	TYRA	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

Tyra Biosciences, Inc. (the Company) held its 2025 Annual Meeting of Stockholders (the 2025 Annual Meeting) on May 29, 2025. The following is a brief description of each matter voted upon at the 2025 Annual Meeting and the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable.

The election of three directors to serve as Class I directors for a three-year term to expire at the 2028 Annual Meeting of Stockholders. The following three Class I directors were elected by the votes indicated:


	For		Withheld		Broker Non-Votes
Todd Harris, Ph.D.		33,878,966		6,434,333		5,043,580
Adele M. Gulfo		40,310,667		2,632		5,043,580
S. Michael Rothenberg, M.D., Ph.D.		33,731,963		6,581,336		5,043,580

The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The appointment was ratified by the votes indicated:


For	Against	Abstain	Broker Non-Votes
45,356,001	235	643	0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SEC Form 8-K filed by Tyra Biosciences Inc.