Tyra Biosciences Inc 2025年度报告

(Mark One)շANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 TYRA BIOSCIENCES, INC. Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YESնNOշ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. YESշNOն Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YESշNOն Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large accelerated filerնNon-accelerated filerշEmerging growth companyշ 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.ն If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.ն Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).ն Certain sections of the registrant’s definitive proxy statement for the 2025 annual meeting of stockholders to be filed with the Securities and Exchange Commission pursuantto Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K are incorporated by reference into Part III of this Form 10-K. Table of Contents PART I Item 1.Business3Item 1A.Risk Factors33Item 1B.Unresolved Staff Comments98Item 1C.Cybersecurity98Item 2.Properties100Item 3.Legal Proceedings100Item 4.Mine Safety Disclosures100 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities100Item 6.[Reserved]101Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations101Item 7A.Quantitative and Qualitative Disclosures About Market Risk110Item 8.Financial Statements and Supplementary Data112Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure135Item 9A.Controls and Procedures135Item 9B.Other Information136Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections136 PART III Item 10.Directors, Executive Officers and Corporate Governance136Item 11.Executive Compensation137Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters137Item 13.Certain Relationships and Related Transactions, and Director Independence137Item 14.Principal Accounting Fees and Services137 PART IV Item 15.Exhibits and Financial Statement Schedules137Item 16.Form 10-K Summary137 SIGNATURESSignatures 140 PART I FORWARD-LOOKING STATEMENTS AND MARKET DATA This Annual Report on Form 10-K (Annual Report) contains forward-looking statements within themeaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of theSecurities Exchange Act of 1934, as amended (the Exchange Act). All statements other than statements of historicalfacts contained in this Annual Report, including statements regarding our future results of operations and financialposition, business strategy, research and development plans, the anticipated timing and phase of development, costs,design and conduct of our ongoing and planned preclinical studies and clinical trials for our product candidates, thepotential benefits of regulatory designations, the timing and likelihood of regulatory filings and approvals for ourproduct candidates, the potential to develop product candidates and the safety and therapeutic benefits of our productcandidates, our ability to commercialize our product candidates, if approved, the pricing and reimbursement of ourproduct candidates, if approved, the timing and likelihood of success, plans and objectives of management fo