LYRA · Lyra Therapeutics, Inc.

Shares were sold to cover taxes upon the vesting of restricted stock units ("RSUs") pursuant to a mandatory Rule 10b5-1 trading instruction in the award agreement adopted by the Reporting Person on January 1, 2025 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

Shares were sold to cover taxes upon the vesting of restricted stock units ("RSUs") pursuant to a mandatory Rule 10b5-1 trading instruction in the award agreement adopted by the Reporting Person on January 1, 2025 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.90 to $3.91 inclusive. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within such range.

Perceptive Advisors, LLC (the "Advisor") serves as the investment advisor to Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund"). Perceptive LS GP, LLC ("GP") is the manager of Perceptive LS (A), LLC ("Perceptive LS"). Joseph Edelman is the managing member of the Advisor and the sole member of GP. Each of Mr. Edelman, GP and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Edelman, GP or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

The securities reported in this row are held by Perceptive LS.

The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.90 to $3.91 inclusive. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within such range.

Perceptive Advisors, LLC (the "Advisor") serves as the investment advisor to Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund"). Perceptive LS GP, LLC ("GP") is the manager of Perceptive LS (A), LLC ("Perceptive LS"). Joseph Edelman is the managing member of the Advisor and the sole member of GP. Each of Mr. Edelman, GP and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Edelman, GP or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

The securities reported in this row are held by the Master Fund.

The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.90 to $4.27 inclusive. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within such range.

Perceptive Advisors, LLC (the "Advisor") serves as the investment advisor to Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund"). Perceptive LS GP, LLC ("GP") is the manager of Perceptive LS (A), LLC ("Perceptive LS"). Joseph Edelman is the managing member of the Advisor and the sole member of GP. Each of Mr. Edelman, GP and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Edelman, GP or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

The securities reported in this row are held by the Master Fund.

The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.90 to $4.27 inclusive. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within such range.

Perceptive Advisors, LLC (the "Advisor") serves as the investment advisor to Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund"). Perceptive LS GP, LLC ("GP") is the manager of Perceptive LS (A), LLC ("Perceptive LS"). Joseph Edelman is the managing member of the Advisor and the sole member of GP. Each of Mr. Edelman, GP and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Edelman, GP or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

The securities reported in this row are held by Perceptive LS.

The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.25 to $4.61 inclusive. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within such range.

Perceptive Advisors, LLC (the "Advisor") serves as the investment advisor to Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund"). Perceptive LS GP, LLC ("GP") is the manager of Perceptive LS (A), LLC ("Perceptive LS"). Joseph Edelman is the managing member of the Advisor and the sole member of GP. Each of Mr. Edelman, GP and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Edelman, GP or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

The securities reported in this row are held by the Master Fund.

The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.25 to $4.61 inclusive. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within such range.

Perceptive Advisors, LLC (the "Advisor") serves as the investment advisor to Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund"). Perceptive LS GP, LLC ("GP") is the manager of Perceptive LS (A), LLC ("Perceptive LS"). Joseph Edelman is the managing member of the Advisor and the sole member of GP. Each of Mr. Edelman, GP and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Edelman, GP or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

The securities reported in this row are held by Perceptive LS.

The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.5 to $4.675 inclusive. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within such range.

Perceptive Advisors, LLC (the "Advisor") serves as the investment advisor to Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund"). Perceptive LS GP, LLC ("GP") is the manager of Perceptive LS (A), LLC ("Perceptive LS"). Joseph Edelman is the managing member of the Advisor and the sole member of GP. Each of Mr. Edelman, GP and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Edelman, GP or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

The securities reported in this row are held by the Master Fund.

The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.5 to $4.675 inclusive. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within such range.

Perceptive Advisors, LLC (the "Advisor") serves as the investment advisor to Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund"). Perceptive LS GP, LLC ("GP") is the manager of Perceptive LS (A), LLC ("Perceptive LS"). Joseph Edelman is the managing member of the Advisor and the sole member of GP. Each of Mr. Edelman, GP and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Edelman, GP or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

The securities reported in this row are held by Perceptive LS.

The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.61 to $4.9 inclusive. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within such range.

Perceptive Advisors, LLC (the "Advisor") serves as the investment advisor to Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund"). Perceptive LS GP, LLC ("GP") is the manager of Perceptive LS (A), LLC ("Perceptive LS"). Joseph Edelman is the managing member of the Advisor and the sole member of GP. Each of Mr. Edelman, GP and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Edelman, GP or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

The securities reported in this row are held by the Master Fund.

The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.61 to $4.9 inclusive. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within such range.

Perceptive Advisors, LLC (the "Advisor") serves as the investment advisor to Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund"). Perceptive LS GP, LLC ("GP") is the manager of Perceptive LS (A), LLC ("Perceptive LS"). Joseph Edelman is the managing member of the Advisor and the sole member of GP. Each of Mr. Edelman, GP and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Edelman, GP or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

The securities reported in this row are held by Perceptive LS.

The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.85 to $5.65 inclusive. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within such range.

Perceptive Advisors, LLC (the "Advisor") serves as the investment advisor to Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund"). Perceptive LS GP, LLC ("GP") is the manager of Perceptive LS (A), LLC ("Perceptive LS"). Joseph Edelman is the managing member of the Advisor and the sole member of GP. Each of Mr. Edelman, GP and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Edelman, GP or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

The securities reported in this row are held by Perceptive LS.

The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.85 to $5.65 inclusive. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within such range.

Perceptive Advisors, LLC (the "Advisor") serves as the investment advisor to Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund"). Perceptive LS GP, LLC ("GP") is the manager of Perceptive LS (A), LLC ("Perceptive LS"). Joseph Edelman is the managing member of the Advisor and the sole member of GP. Each of Mr. Edelman, GP and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Edelman, GP or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

The securities reported in this row are held by the Master Fund.

Shares were sold to cover taxes upon the vesting of restricted stock units ("RSUs") pursuant to a mandatory Rule 10b5-1 trading instruction in the award agreement adopted by the Reporting Person on January 1, 2025 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

Shares were sold to cover taxes upon the vesting of restricted stock units ("RSUs") pursuant to a mandatory Rule 10b5-1 trading instruction in the award agreement adopted by the Reporting Person on January 1, 2025 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest as to 100% on the earlier of (i) the day before the Issuer's next annual meeting, (ii) May 14, 2026 and (iii) upon a Change in Control as defined in the 2020 Incentive Award Plan.

Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest as to 100% on the earlier of (i) the day before the Issuer's next annual meeting, (ii) May 14, 2026 and (iii) upon a Change in Control as defined in the 2020 Incentive Award Plan.

Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest as to 100% on the earlier of (i) the day before the Issuer's next annual meeting, (ii) May 14, 2026 and (iii) upon a Change in Control as defined in the 2020 Incentive Award Plan.

Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest as to 100% on the earlier of (i) the day before the Issuer's next annual meeting, (ii) May 14, 2026 and (iii) upon a Change in Control as defined in the 2020 Incentive Award Plan.

Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest in three substantially equal installments occurring on July 1, 2025, January 1, 2026 and July 1, 2026, subject to the Reporting Person's continued service to the Issuer through each applicable vesting date.

Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest in three substantially equal installments occurring on July 1, 2025, January 1, 2026 and July 1, 2026, subject to the Reporting Person's continued service to the Issuer through each applicable vesting date.

On March 21, 2024, the Reporting Person was granted a performance stock option ("PSO") for an aggregate of up to 550,000 shares of common stock under the Issuer's 2020 Incentive Award Plan (the "Agreement"). Under the terms of the Agreement, the underlying PSO shares will vest upon certain milestone events. On December 9, 2024, the Issuer determined that Milestone 1 of the PSO was achieved, resulting in 183,333 PSOs being earned. The earned PSOs will vest on January 31, 2028.

Each Performance-based Restricted Stock unit ("PSU") represented a contingent right to receive one share of the Issuer's common stock.

On March 21, 2024, the Reporting Person was granted a PSU for an aggregate of up to 385,000 shares of common stock under the Issuer's 2020 Incentive Award Plan (the "Agreement"). Under the terms of the Agreement, the underlying PSUs will become earned upon certain milestone events. On December 9, 2024, the Issuer determined that Milestone 1 of the PSU was achieved, resulting in 128,333 PSUs being earned. The earned PSUs will vest on January 31, 2028. The PSUs have no expiration date.

Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest in three substantially equal installments occurring on April 1, 2025, October 1, 2025 and April 1, 2026, subject to the Reporting Person's continued service to the Issuer through each applicable vesting date.

Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest in three substantially equal installments occurring on April 1, 2025, October 1, 2025 and April 1, 2026, subject to the Reporting Person's continued service to the Issuer through each applicable vesting date.

This option vests and becomes exercisable on the earlier of (i) June 13, 2025 (the one-year anniversary of the date of grant) and (ii) the day immediately prior to the date of the Issuer's next annual meeting of stockholders occurring after the date of grant, in either case, subject to the Non-Employee Director's continued service on the Board as a Non-Employee Director through such vesting date.

This option vests and becomes exercisable on the earlier of (i) June 13, 2025 (the one-year anniversary of the date of grant) and (ii) the day immediately prior to the date of the Issuer's next annual meeting of stockholders occurring after the date of grant, in either case, subject to the Non-Employee Director's continued service on the Board as a Non-Employee Director through such vesting date.

This option vests and becomes exercisable on the earlier of (i) June 13, 2025 (the one-year anniversary of the date of grant) and (ii) the day immediately prior to the date of the Issuer's next annual meeting of stockholders occurring after the date of grant, in either case, subject to the Non-Employee Director's continued service on the Board as a Non-Employee Director through such vesting date.

This option vests and becomes exercisable on the earlier of (i) June 13, 2025 (the one-year anniversary of the date of grant) and (ii) the day immediately prior to the date of the Issuer's next annual meeting of stockholders occurring after the date of grant, in either case, subject to the Non-Employee Director's continued service on the Board as a Non-Employee Director through such vesting date.

This option vests and becomes exercisable on the earlier of (i) June 13, 2025 (the one-year anniversary of the date of grant) and (ii) the day immediately prior to the date of the Issuer's next annual meeting of stockholders occurring after the date of grant, in either case, subject to the Non-Employee Director's continued service on the Board as a Non-Employee Director through such vesting date.

This option vests and becomes exercisable on the earlier of (i) June 13, 2025 (the one-year anniversary of the date of grant) and (ii) the day immediately prior to the date of the Issuer's next annual meeting of stockholders occurring after the date of grant, in either case, subject to the Non-Employee Director's continued service on the Board as a Non-Employee Director through such vesting date.

Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest in full on January 31, 2025.

This option vests and becomes exercisable in 48 equal monthly installments occurring on the completion of each successive month of the Reporting Person's service to the Issuer following January 31, 2024.

This option vests and becomes exercisable in 48 equal monthly installments occurring on the completion of each successive month of the Reporting Person's service to the Issuer following January 30, 2024.

This option vests and becomes exercisable in 48 equal monthly installments occurring on the completion of each successive month of the Reporting Person's service to the Issuer following January 30, 2024.

This option vests and becomes exercisable in 48 equal monthly installments occurring on the completion of each successive month of the Reporting Person's service to the Issuer following January 30, 2024.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at per share prices ranging from $2.83 to $3.00. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

This option vests and becomes exercisable on June 30, 2024, subject to the Non-Employee Director's continued service on the Board as a Non-Employee Director through such vesting date.

This option vests and becomes exercisable on June 30, 2024, subject to the Non-Employee Director's continued service on the Board as a Non-Employee Director through such vesting date.

This option vests and becomes exercisable on June 30, 2024, subject to the Non-Employee Director's continued service on the Board as a Non-Employee Director through such vesting date.

This option vests and becomes exercisable on June 30, 2024, subject to the Non-Employee Director's continued service on the Board as a Non-Employee Director through such vesting date.

This option vests and becomes exercisable on June 30, 2024, subject to the Non-Employee Director's continued service on the Board as a Non-Employee Director through such vesting date.

This option vests and becomes exercisable on June 30, 2024, subject to the Non-Employee Director's continued service on the Board as a Non-Employee Director through such vesting date.

This option vests and becomes exercisable on June 30, 2024, subject to the Non-Employee Director's continued service on the Board as a Non-Employee Director through such vesting date.

This option vests and becomes exercisable in 48 equal monthly installments occurring on the completion of each successive month of the Reporting Person's service to the Issuer following June 15, 2023.

This Form 4 amendment is being filed to correct the expiration date of the stock option granted to the Reporting Person.

The reportable securities were acquired pursuant to the Securities Purchase Agreement dated May 25, 2023 between the Issuer, North Bridge Venture Partners V-A, L.P. ("NBVP V-A"), North Bridge Venture Partners V-B, L.P. ("NBVP V-B"), North Bridge Venture Partners VI, L.P. ("NBVP VI") and certain other investors.

The reportable securities are owned directly by NBVP V-A. North Bridge Venture Management V, L.P. ("NBVM V") is the sole general partner of NBVP V-A and North Bridge Venture Management GP, LLC ("NBVM GP") is the sole general partner of NBVM V. Each of Edward T. Anderson ("Anderson"), a member of the Issuer's board of directors, and Richard A. D'Amore ("D'Amore") are the managing members of NBVM GP and may be deemed to have shared voting and dispositive power over the shares held by NBVP V-A. Each of NBVM V, NBVM GP, Anderson and D'Amore disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.