Tyra Announces Pricing of $400 Million Underwritten Offering of Common Stock and Pre-Funded Warrants

Tyra plans to raise about $400 million to fund dabogratinib development and broader R&D, at the cost of substantial new equity issuance.

Rhea-AI Summary

Tyra Biosciences (TYRA) priced an underwritten offering of 9,079,000 common shares at $22.03 per share and pre-funded warrants to purchase 9,078,529 shares at $22.029 per warrant, with each warrant carrying a $0.001 exercise price.

All securities are being sold by Tyra, for expected gross proceeds of approximately $400 million before underwriting discounts, commissions and expenses. The offering is expected to close on September 15, 2026, subject to customary conditions. Tyra plans to use net proceeds, together with existing cash and investments, to advance its “dabogratinib 3x3” programs in LG-UTUC, IR NMIBC and ACH, and to support preclinical and discovery programs, working capital and other general corporate purposes. The deal is led by RA Capital Management with participation from multiple institutional investors.

Positive

• Underwritten equity and warrant offering expected to raise ~$400 million gross
• Common share price set at $22.03 and warrant price at $22.029
• Proceeds earmarked to advance dabogratinib programs in three indications
• Offering led by RA Capital with participation from multiple institutional investors

Negative

• Issuance of 9,079,000 new shares plus 9,078,529 warrant shares implies substantial dilution for existing shareholders

News Explained

Pricing sets a $400 million gross equity raise; closing is expected September 15, and the share issuance would reduce existing holders’ ownership percentage.

Tyra has priced the offering, but its release says closing is expected on September 15, 2026, so the transaction is not yet closed.

If completed, the sale would add 9,079,000 common shares and could add another 9,078,529 shares through the pre-funded warrants; additional shares reduce existing holders’ percentage ownership.

Because this is an underwritten offering, investment banks buy the securities for resale, and underwriting fees and expenses reduce proceeds below the $400 million gross amount.

The gross offering equals 1,171.3 days of the last reported quarterly operating cash use at the second-quarter rate.

Existing cash and equivalents equal 216.2 days of that same historical operating cash-use rate.

On that basis, the gross raise is larger than the current cash balance, while the amount available for programs will be below $400 million after fees and expenses.

The expected closing and the SEC prospectus supplement are the next checkpoints; the supplement will provide the offering’s final terms.

Sources and calculations

• Tyra Announces Pricing of $400 Million Underwritten Offering of Common Stock and Pre-Funded Warrants (2026-09-14)
• Dilution (undated)
• Pre-funded warrant (undated)
• Underwritten offering (undated)
• Tyra Biosciences second-quarter 2026 fundamentals (2026Q2)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $400,000,000 / ($31,076,000 / 91) = 1171.3 days
• Available liquidity against the last reported quarterly operating outflow, in days at that rate $73,835,000 / ($31,076,000 / 91) = 216.2 days

Key Figures

Common shares offered: 9,079,000 shares Common-stock offering price: $22.03 per share Pre-funded warrants: 9,078,529 warrants +5 more

Common shares offered

9,079,000 shares

Underwritten offering

Common-stock offering price

$22.03 per share

Underwritten offering

Pre-funded warrants

9,078,529 warrants

In lieu of common shares for certain investors

Warrant purchase price

$22.029 per warrant

Pre-funded warrants

Warrant exercise price

$0.001 per share

Pre-funded warrants

Gross proceeds

$400.0 million

Before underwriting discounts, commissions and other offering expenses

Expected closing date

September 15, 2026

Subject to customary closing conditions

Shelf effectiveness

September 14, 2026

Form S-3 shelf registration statement

Historical Context

1 past event · Latest: Aug 04

1 event

1. Aug 04

   Earnings report

   24h Move

   -21.0%

   Amended ATM agreement enabled up to $250 million in additional common-stock sales

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

pre-funded warrants, shelf registration statement, form s-3, fgfr

4 terms

pre-funded warrants financial

"pre-funded warrants to purchase 9,078,529 shares of common stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

shelf registration statement regulatory

"being offered by Tyra pursuant to a shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"shelf registration statement on Form S-3"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

fgfr medical

"target large opportunities in Fibroblast Growth Factor Receptor (FGFR) biology"

FGFR (fibroblast growth factor receptor) is a family of cell-surface proteins that bind growth factors and send signals telling cells to grow, divide, or move. Mutations or abnormal activity in FGFRs can drive certain cancers or other diseases, making them common targets for drugs and diagnostic tests. For investors, FGFR status matters because it can determine whether a drug candidate targets a clear biological mechanism, affects clinical trial design, or supports companion diagnostics and market opportunity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CARLSBAD, Calif., Sept. 14, 2026 /PRNewswire/ -- Tyra Biosciences, Inc. (Nasdaq: TYRA), a clinical-stage biotechnology company focused on developing next-generation precision medicines that target large opportunities in Fibroblast Growth Factor Receptor (FGFR) biology, today announced the pricing of an underwritten offering of 9,079,000 shares of its common stock at a price of $22.03 per share and, in lieu of shares of common stock to certain investors, pre-funded warrants to purchase 9,078,529 shares of common stock at a purchase price of $22.029 per share, which equals the offering price per share of the common stock less the $0.001 exercise price per share of each pre-funded warrant. All of the shares of common stock and pre-funded warrants in the offering are being sold by Tyra. The gross proceeds to Tyra from the offering, before deducting the underwriting discounts and commissions and other offering expenses, are expected to be approximately $400.0 million. The offering is expected to close on September 15, 2026, subject to the satisfaction of customary closing conditions.

TYRA intends to use the net proceeds from this offering, together with its existing cash, cash equivalents and marketable securities, to advance its "dabogratinib 3x3" development strategy in low-grade upper tract urothelial carcinoma (LG-UTUC), intermediate-risk non-muscle invasive bladder cancer (IR NMIBC) and achondroplasia (ACH), as well as to support its preclinical and drug discovery programs, working capital and other general corporate purposes.

The offering was led by RA Capital Management, with participation by new and existing institutional investors, including Invus, Commodore Capital, BVF Partners, Janus Henderson Investors, Trails Edge Capital Partners, Integral Health Asset Management, TCGX, StemPoint Capital LP and multiple large investment management firms.

Jefferies, Guggenheim Securities, Cantor, Barclays and William Blair are acting as joint book-running managers for the offering. Wedbush PacGrow, Raymond James and Oppenheimer & Co. are acting as lead managers.

The shares of common stock and pre-funded warrants described above are being offered by Tyra pursuant to a shelf registration statement on Form S-3, including a base prospectus, filed with the Securities and Exchange Commission (SEC) and that became automatically effective on September 14, 2026. A prospectus supplement and accompanying prospectus relating to this offering will be filed with the SEC. When available, copies of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained from: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, or by telephone at (877) 821-7388, or by e-mail at Prospectus_Department@Jefferies.com; Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com; Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59^th Street, New York, NY 10022, or by email at prospectus@cantor.com; or Barclays Capital Inc. c/o Broadridge Financial Solutions 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-888-603-5847 or by email at barclaysprospectus@broadridge.com. Electronic copies of the prospectus supplement and accompanying prospectus will also be available on the website of the SEC at http://www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Tyra
Tyra Biosciences, Inc. (Nasdaq: TYRA) is a clinical-stage biotechnology company focused on developing next-generation precision medicines that target large opportunities in FGFR biology. TYRA's in-house precision medicine platform, SNÅP, enables rapid and precise drug design through iterative molecular SNÅPshots that help TYRA design and predict which candidates may demonstrate the highest potency, selectivity and tolerability in the clinic. TYRA's expertise in FGFR biology has created a differentiated pipeline with clinical-stage programs in targeted oncology and genetically defined conditions. TYRA's lead precision candidate stemming from SNÅP, oral dabogratinib, is a potential first-in-class selective FGFR3 inhibitor in development for LG UTUC, IR NMIBC and ACH. TYRA is also developing TYRA-430, an oral, investigational FGFR4/3-biased inhibitor for FGF19+/FGFR4-driven cancers, in the SURF431 study for advanced hepatocellular carcinoma, and TYRA-200, an oral, investigational FGFR1/2/3 inhibitor, in the SURF201 study for metastatic intrahepatic cholangiocarcinoma. TYRA is based in Carlsbad, California.

Forward Looking Statements
Tyra cautions you that statements contained in this press release regarding matters that are not historical facts are forward-looking statements. The forward-looking statements are based on our current beliefs and expectations and include, but are not limited to: our expectations regarding the expected closing of the offering, the anticipated gross proceeds from the offering and the anticipated use of proceeds therefrom. Actual results may differ from those set forth in this press release due to the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the offering, as well as risks and uncertainties inherent in our business described in our prior filings with the SEC, including under the heading "Risk Factors" in our annual report on Form 10-K for the year ended December 31, 2025, and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and we undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Contact:

Amy Conrad
aconrad@tyra.bio

 

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SOURCE Tyra Biosciences

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When is the Tyra Biosciences offering expected to close?

The offering is expected to close on September 15, 2026, subject to the satisfaction of customary closing conditions.

What securities are being offered and who is selling them?

Tyra is offering 9,079,000 shares of common stock and pre-funded warrants to purchase 9,078,529 shares of common stock. All of the common shares and pre-funded warrants are being sold by Tyra.

How does the pricing of the pre-funded warrants compare to the common stock?

The pre-funded warrants are priced at $22.029 per warrant, which equals the $22.03 offering price per share of common stock minus the $0.001 exercise price per share of each pre-funded warrant.

What are the intended uses of proceeds from this offering?

Tyra intends to use the net proceeds, together with existing cash, cash equivalents and marketable securities, to advance its “dabogratinib 3x3” development strategy in low-grade upper tract urothelial carcinoma, intermediate-risk non-muscle invasive bladder cancer and achondroplasia, and to support preclinical and drug discovery programs, working capital and other general corporate purposes.

Under what registration statement is the Tyra offering being conducted?

The securities are being offered pursuant to a Form S-3 shelf registration statement, including a base prospectus, that was filed with the SEC and became automatically effective on September 14, 2026.

How can investors obtain the prospectus supplement for the Tyra offering?

When available, the prospectus supplement and accompanying prospectus may be obtained from Jefferies, Guggenheim Securities, Cantor Fitzgerald or Barclays using the postal, telephone or email contact details provided in the announcement. Electronic copies will also be available on the SEC’s website at http://www.sec.gov.

Who are the underwriters and managers involved in this transaction?

Jefferies, Guggenheim Securities, Cantor, Barclays and William Blair are acting as joint book-running managers. Wedbush PacGrow, Raymond James and Oppenheimer & Co. are acting as lead managers.