Tyra Biosciences, Inc.

8-K · d33725d8k.htm

0001863127 2026-05-28 2026-05-28
  
  
 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 28, 2026
  
  

 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 2026 Annual Meeting of Stockholders (the 2026 Annual Meeting) on May 28, 2026. The following is a brief description of each matter voted upon at the 2026 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.
  

  
 1.
 The election of three directors to serve as Class II directors for a three-year term to expire at the 2029 Annual Meeting of Stockholders. The following three Class II directors were elected by the votes indicated:

  

  
   
 For
  
   
 Withheld
  
   
 Broker Non-Votes
  

 Habib J. Dable

   
  
 44,242,803
  
   
  
 476,602
  
   
  
 8,377,977
  

 Susan Moran, M.D., M.S.C.E.

   
  
 44,529,688
  
   
  
 189,717
  
   
  
 8,377,977
  

 Robert More

   
  
 41,013,686
  
   
  
 3,705,719
  
   
  
 8,377,977
  

  

 2.
 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, 2026. The appointment was ratified by the votes indicated:

  

 For

  
 Against

  
 Abstain

  
 Broker Non-Votes

 53,092,820
  
 1,316
  
 3,246
  
 –

 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.
  

  

  
 TYRA BIOSCIENCES, INC.

 Date: June 2, 2026

  

  
 By:
  
 /s/ Ali Fawaz

  

  
 Name:
  
 Ali Fawaz

  

  
 Title:
  
 General Counsel and Secretary