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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G/A

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*

  

Lyra Therapeutics, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

55234L105

(CUSIP Number)

 

December 31, 2023

(Date of Event Which Requires Filing of This Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)

 

xRule 13d-1(c)

 

¨Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 55234L105 Page 2 of 14

 

   
1.

Name of reporting persons

 

Venrock Healthcare Capital Partners II, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x1 (b) ¨

 

3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

5,553,5522

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

5,553,5522

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,553,5522

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

9.999%3

12.

Type of Reporting Person (See Instructions)

 

PN

 

1Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

2Consists of (i) 414,413 shares and 230,486 shares issuable upon the exercise of immediately exercisable warrants (“Warrants”) held by Venrock Healthcare Capital Partners II, L.P.; (ii) 167,929 shares and 93,397 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC; (iii) 895,791 shares and 904,524 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P.; (iv) 89,631 shares and 90,496 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (v) 1,007,829 shares and 1,659,056 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.999% of the number of shares of common stock outstanding immediately after giving effect to the exercise.

3This percentage is calculated based upon the sum of (i) 52,563,127 shares of the Issuer’s Common Stock outstanding as of November 1, 202, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023, and (ii) 2,977,959 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

 

 

 

 

CUSIP No. 55234L105 Page 3 of 14

 

   
1.

Name of reporting persons

 

VHCP Co-Investment Holdings II, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x1 (b) ¨

 

3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

5,553,5522

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

5,553,5522

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,553,5522

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

9.999%3

12.

Type of Reporting Person (See Instructions)

 

OO

  

1Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

2Consists of (i) 414,413 shares and 230,486 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners II, L.P.; (ii) 167,929 shares and 93,397 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC; (iii) 895,791 shares and 904,524 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P.; (iv) 89,631 shares and 90,496 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (v) 1,007,829 shares and 1,659,056 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.999% of the number of shares of common stock outstanding immediately after giving effect to the exercise.

3This percentage is calculated based upon the sum of (i) 52,563,127 shares of the Issuer’s Common Stock outstanding as of November 1, 202, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023, and (ii) 2,977,959 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

 

 

 

 

CUSIP No. 55234L105 Page 4 of 14

 

   
1.

Name of reporting persons

 

Venrock Healthcare Capital Partners III, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x1 (b) ¨

 

3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

5,553,5522

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

5,553,5522

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,553,5522

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

9.999%3

12.

Type of Reporting Person (See Instructions)

 

PN

  

1Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

2Consists of (i) 414,413 shares and 230,486 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners II, L.P.; (ii) 167,929 shares and 93,397 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC; (iii) 895,791 shares and 904,524 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P.; (iv) 89,631 shares and 90,496 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (v) 1,007,829 shares and 1,659,056 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.999% of the number of shares of common stock outstanding immediately after giving effect to the exercise.

3This percentage is calculated based upon the sum of (i) 52,563,127 shares of the Issuer’s Common Stock outstanding as of November 1, 202, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023, and (ii) 2,977,959 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

 

 

 

 

CUSIP No. 55234L105 Page 5 of 14

 

   
1.

Name of reporting persons

 

VHCP Co-Investment Holdings III, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x1 (b) ¨

 

3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

5,553,5522

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

5,553,5522

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,553,5522

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

9.999%3

12.

Type of Reporting Person (See Instructions)

 

OO

  

1Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

2Consists of (i) 414,413 shares and 230,486 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners II, L.P.; (ii) 167,929 shares and 93,397 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC; (iii) 895,791 shares and 904,524 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P.; (iv) 89,631 shares and 90,496 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (v) 1,007,829 shares and 1,659,056 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.999% of the number of shares of common stock outstanding immediately after giving effect to the exercise.

3This percentage is calculated based upon the sum of (i) 52,563,127 shares of the Issuer’s Common Stock outstanding as of November 1, 202, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023, and (ii) 2,977,959 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

 

 

 

 

CUSIP No. 55234L105 Page 6 of 14

 

   
1.

Name of reporting persons

 

Venrock Healthcare Capital Partners EG, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x1 (b) ¨

 

3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

5,553,5522

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

5,553,5522

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,553,5522

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

9.999%3

12.

Type of Reporting Person (See Instructions)

 

PN

  

1Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

2Consists of (i) 414,413 shares and 230,486 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners II, L.P.; (ii) 167,929 shares and 93,397 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC; (iii) 895,791 shares and 904,524 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P.; (iv) 89,631 shares and 90,496 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (v) 1,007,829 shares and 1,659,056 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.999% of the number of shares of common stock outstanding immediately after giving effect to the exercise.

3This percentage is calculated based upon the sum of (i) 52,563,127 shares of the Issuer’s Common Stock outstanding as of November 1, 202, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023, and (ii) 2,977,959 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

 

 

 

 

CUSIP No. 55234L105 Page 7 of 14

 

   
1.

Name of reporting persons

 

VHCP Management II, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x1 (b) ¨

 

3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

5,553,5522

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

5,553,5522

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,553,5522

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

9.999%3

12.

Type of Reporting Person (See Instructions)

 

OO

  

1Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

2Consists of (i) 414,413 shares and 230,486 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners II, L.P.; (ii) 167,929 shares and 93,397 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC; (iii) 895,791 shares and 904,524 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P.; (iv) 89,631 shares and 90,496 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (v) 1,007,829 shares and 1,659,056 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.999% of the number of shares of common stock outstanding immediately after giving effect to the exercise.

3This percentage is calculated based upon the sum of (i) 52,563,127 shares of the Issuer’s Common Stock outstanding as of November 1, 202, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023, and (ii) 2,977,959 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

 

 

 

 

CUSIP No. 55234L105 Page 8 of 14

 

   
1.

Name of reporting persons

 

VHCP Management III, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x1 (b) ¨

 

3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

5,553,5522

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

5,553,5522

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,553,5522

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

9.999%3

12.

Type of Reporting Person (See Instructions)

 

OO

   

1Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

2Consists of (i) 414,413 shares and 230,486 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners II, L.P.; (ii) 167,929 shares and 93,397 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC; (iii) 895,791 shares and 904,524 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P.; (iv) 89,631 shares and 90,496 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (v) 1,007,829 shares and 1,659,056 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.999% of the number of shares of common stock outstanding immediately after giving effect to the exercise.

3This percentage is calculated based upon the sum of (i) 52,563,127 shares of the Issuer’s Common Stock outstanding as of November 1, 202, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023, and (ii) 2,977,959 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

 

 

 

 

CUSIP No. 55234L105 Page 9 of 14

 

   
1.

Name of reporting persons

 

VHCP Management EG, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x1 (b) ¨

 

3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

5,553,5522

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

5,553,5522

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,553,5522

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

9.999%3

12.

Type of Reporting Person (See Instructions)

 

OO

   

1Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

2Consists of (i) 414,413 shares and 230,486 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners II, L.P.; (ii) 167,929 shares and 93,397 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC; (iii) 895,791 shares and 904,524 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P.; (iv) 89,631 shares and 90,496 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (v) 1,007,829 shares and 1,659,056 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.999% of the number of shares of common stock outstanding immediately after giving effect to the exercise.

3This percentage is calculated based upon the sum of (i) 52,563,127 shares of the Issuer’s Common Stock outstanding as of November 1, 202, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023, and (ii) 2,977,959 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

 

 

 

 

CUSIP No. 55234L105 Page 10 of 14

 

   
1.

Name of Reporting Persons

 

Shah, Nimish

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x1 (b) ¨

 

3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

5,553,5522

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

5,553,5522

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,553,5522

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

9.999%3

12.

Type of Reporting Person (See Instructions)

 

IN

   

1Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
2Consists of (i) 414,413 shares and 230,486 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners II, L.P.; (ii) 167,929 shares and 93,397 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC; (iii) 895,791 shares and 904,524 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P.; (iv) 89,631 shares and 90,496 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (v) 1,007,829 shares and 1,659,056 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.999% of the number of shares of common stock outstanding immediately after giving effect to the exercise.

3This percentage is calculated based upon the sum of (i) 52,563,127 shares of the Issuer’s Common Stock outstanding as of November 1, 202, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023, and (ii) 2,977,959 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

 

 

 

 

CUSIP No. 55234L105 Page 11 of 14

 

   
1.

Name of Reporting Persons

 

Koh, Bong

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x1 (b) ¨

 

3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

5,553,5522

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

5,553,5522

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,553,5522

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

9.999%3

12.

Type of Reporting Person (See Instructions)

 

IN

    

1Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
2Consists of (i) 414,413 shares and 230,486 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners II, L.P.; (ii) 167,929 shares and 93,397 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC; (iii) 895,791 shares and 904,524 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P.; (iv) 89,631 shares and 90,496 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (v) 1,007,829 shares and 1,659,056 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.999% of the number of shares of common stock outstanding immediately after giving effect to the exercise.

3This percentage is calculated based upon the sum of (i) 52,563,127 shares of the Issuer’s Common Stock outstanding as of November 1, 202, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023, and (ii) 2,977,959 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

 

 

 

 

CUSIP No. 55234L105 Page 12 of 14

 

Introductory Note: This Schedule 13G/A is filed on behalf of Venrock Healthcare Capital Partners II, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP II LP”), VHCP Co-Investment Holdings II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment II”), Venrock Healthcare Capital Partners III, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP III LP”), VHCP Co-Investment Holdings III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment III”), Venrock Healthcare Capital Partners EG, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP EG”), VHCP Management II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management II”), VHCP Management III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management III”), VHCP Management EG, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management EG” and collectively with VHCP II LP, VHCP Co-Investment II, VHCP III LP, VHCP Co-Investment III, VHCP EG, VHCP Management II and VHCP Management III, the “Venrock Entities”), Nimish Shah (“Shah”) and Bong Koh (“Koh”) in respect of Common Stock of Lyra Therapeutics, Inc.

 

Item 1.

 

(a)Name of Issuer

 

Lyra Therapeutics, Inc.

 

(b)Address of Issuer’s Principal Executive Offices

 

480 Arsenal Way

Watertown, MA 02472

 

Item 2.

 

(a)Name of Person Filing

 

Venrock Healthcare Capital Partners II, L.P.
VHCP Co-Investment Holdings II, LLC
Venrock Healthcare Capital Partners III, L.P.
VHCP Co-Investment Holdings III, LLC
Venrock Healthcare Capital Partners EG, L.P.
VHCP Management II, LLC
VHCP Management III, LLC
VHCP Management EG, LLC
Nimish Shah
Bong Koh

 

(b)Address of Principal Business Office or, if none, Residence

 

  New York Office: Palo Alto Office:
     
  7 Bryant Park 3340 Hillview Avenue
  23rd Floor Palo Alto, CA 94304
  New York, NY 10018  

 

(c)Citizenship

 

All of the Venrock Entities were organized in Delaware. The individuals are both United States citizens.

 

 

 

 

(d)Title of Class of Securities

 

Common Stock, par value $0.001 per share

 

(e)CUSIP Number

 

55234L105

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable

 

Item 4. Ownership

 

(a)Amount Beneficially Owned as of December 31, 2023:

 

Venrock Healthcare Capital Partners II, L.P. 5,553,552 (1)
VHCP Co-Investment Holdings II, LLC 5,553,552 (1)
Venrock Healthcare Capital Partners III, L.P. 5,553,552 (1)
VHCP Co-Investment Holdings III, LLC 5,553,552 (1)
Venrock Healthcare Capital Partners EG, L.P. 5,553,552 (1)
VHCP Management II, LLC 5,553,552 (1)
VHCP Management III, LLC 5,553,552 (1)
VHCP Management EG, LLC 5,553,552 (1)
Nimish Shah 5,553,552 (1)
Bong Koh 5,553,552 (1)

 

(b)Percent of Class as of December 31, 2023:

 

Venrock Healthcare Capital Partners II, L.P. 9.999%
VHCP Co-Investment Holdings II, LLC 9.999%
Venrock Healthcare Capital Partners III, L.P. 9.999%
VHCP Co-Investment Holdings III, LLC 9.999%
Venrock Healthcare Capital Partners EG, L.P. 9.999%
VHCP Management II, LLC 9.999%
VHCP Management III, LLC 9.999%
VHCP Management EG, LLC 9.999%
Nimish Shah 9.999%
Bong Koh 9.999%

 

(c)Number of shares as to which the person has, as of December 31, 2023:

 

(i)Sole power to vote or to direct the vote

 

Venrock Healthcare Capital Partners II, L.P. 0
VHCP Co-Investment Holdings II, LLC 0
Venrock Healthcare Capital Partners III, L.P. 0
VHCP Co-Investment Holdings III, LLC 0
Venrock Healthcare Capital Partners EG, L.P. 0
VHCP Management II, LLC 0
VHCP Management III, LLC 0
VHCP Management EG, LLC 0
Nimish Shah 0
Bong Koh 0

 

 

 

 

(ii)Shared power to vote or to direct the vote

 

Venrock Healthcare Capital Partners II, L.P. 5,553,552 (1)
VHCP Co-Investment Holdings II, LLC 5,553,552 (1)
Venrock Healthcare Capital Partners III, L.P. 5,553,552 (1)
VHCP Co-Investment Holdings III, LLC 5,553,552 (1)
Venrock Healthcare Capital Partners EG, L.P. 5,553,552 (1)
VHCP Management II, LLC 5,553,552 (1)
VHCP Management III, LLC 5,553,552 (1)
VHCP Management EG, LLC 5,553,552 (1)
Nimish Shah 5,553,552 (1)
Bong Koh 5,553,552 (1)

 

(iii)Sole power to dispose or to direct the disposition of

 

Venrock Healthcare Capital Partners II, L.P. 0
VHCP Co-Investment Holdings II, LLC 0
Venrock Healthcare Capital Partners III, L.P. 0
VHCP Co-Investment Holdings III, LLC 0
Venrock Healthcare Capital Partners EG, L.P. 0
VHCP Management II, LLC 0
VHCP Management III, LLC 0
VHCP Management EG, LLC 0
Nimish Shah 0
Bong Koh 0

 

(iv)Shared power to dispose or to direct the disposition of

 

Venrock Healthcare Capital Partners II, L.P. 5,553,552 (1)
VHCP Co-Investment Holdings II, LLC 5,553,552 (1)
Venrock Healthcare Capital Partners III, L.P. 5,553,552 (1)
VHCP Co-Investment Holdings III, LLC 5,553,552 (1)
Venrock Healthcare Capital Partners EG, L.P. 5,553,552 (1)
VHCP Management II, LLC 5,553,552 (1)
VHCP Management III, LLC 5,553,552 (1)
VHCP Management EG, LLC 5,553,552 (1)
Nimish Shah 5,553,552 (1)
Bong Koh 5,553,552 (1)

 

  (1)

Consists of (i) 414,413 shares and 230,486 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners II, L.P.; (ii) 167,929 shares and 93,397 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC; (iii) 895,791 shares and 904,524 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P.; (iv) 89,631 shares and 90,496 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (v) 1,007,829 shares and 1,659,056 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.999% of the number of shares of common stock outstanding immediately after giving effect to the exercise.

 

 

 

 

    VHCP Management II, LLC is the general partner of Venrock Healthcare Capital Partners II, L.P. and the manager of VHCP Co-Investment Holdings II, LLC. VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of VHCP Co-Investment Holdings III, LLC. VHCP Management EG, LLC is the general partner of Venrock Healthcare Capital Partners EG, L.P. Messrs. Shah and Koh are the voting members of VHCP Management II, LLC, VHCP Management III, LLC and VHCP Management EG, LLC.

 

Item 5. Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

  

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not Applicable

 

Item 8. Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9. Notice of Dissolution of a Group

 

Not Applicable

 

Item 10. Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. 

 

 

 

 

CUSIP No. 55234L105 Page 13 of 14

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2024

 

Venrock Healthcare Capital Partners II, L.P.   Venrock Healthcare Capital Partners III, L.P.
         
By: VHCP Management II, LLC   By: VHCP Management III, LLC
Its: General Partner   Its: General Partner
         
By: /s/ Sherman G. Souther   By: /s/ Sherman G. Souther
  Name: Sherman G. Souther     Name: Sherman G. Souther
  Its: Authorized Signatory     Its: Authorized Signatory
     
VHCP Co-Investment Holdings II, LLC   VHCP Co-Investment Holdings III, LLC
         
By: VHCP Management II, LLC   By: VHCP Management III, LLC
Its: Manager   Its: Manager
         
By: /s/ Sherman G. Souther   By: /s/ Sherman G. Souther
  Name: Sherman G. Souther     Name: Sherman G. Souther
  Its: Authorized Signatory     Its: Authorized Signatory
     
VHCP Management II, LLC   VHCP Management III, LLC
         
By: /s/ Sherman G. Souther   By: /s/ Sherman G. Souther
  Name: Sherman G. Souther     Name: Sherman G. Souther
  Its: Authorized Signatory     Its: Authorized Signatory
     
Venrock Healthcare Capital Partners EG, L.P.   VHCP Management EG, LLC
     
By: VHCP Management EG, LLC   /s/ Sherman G. Souther
Its: General Partner   Name: Sherman G. Souther
    Its:      Authorized Signatory
/s/ Sherman G. Souther    
Name: Sherman G. Souther    
Its:      Authorized Signatory    
         

Bong Koh
   
/s/ Sherman G. Souther
Sherman G. Souther, Attorney-in-fact  
     
Nimish Shah    
     
/s/ Sherman G. Souther    
Sherman G. Souther, Attorney-in-fact    

 

 

 

 

CUSIP No. 55234L105 Page 14 of 14

 

EXHIBITS

 

A:Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G filed on April 22, 2022)

 

B:Power of Attorney for Nimish Shah (incorporated by reference to Exhibit B to Schedule 13G filed on April 22, 2022)

 

C:Power of Attorney for Bong Koh (incorporated by reference to Exhibit C to Schedule 13G filed on April 22, 2022)