Aura Biosciences Announces Pricing of Public Offering of Common Stock and Warrants

Rhea-AI Summary

Aura Biosciences (NASDAQ: AURA) has announced the pricing of a public offering expected to raise $75.0 million in gross proceeds. The offering consists of:

- 11,735,565 shares of common stock with warrants to purchase 2,933,891 additional shares

- Pre-funded warrants to purchase 3,571,435 shares (exercise price: $0.00001) with warrants to purchase 892,858 additional shares

The combined offering price is $4.90 per share of common stock and accompanying warrant, while pre-funded warrants are priced at $4.89999. The accompanying warrants have a 5-year term with a $4.90 exercise price. Proceeds will fund clinical programs in early-stage choroidal melanoma, metastases to the choroid, ocular surface cancers, and non-muscle invasive bladder cancer.

Positive

• Expected gross proceeds of $75.0 million to advance clinical programs
• Warrants provide potential for additional future funding through exercise
• Multiple prestigious financial institutions involved as bookrunners

Negative

• Significant dilution for existing shareholders through new share issuance
• Additional potential dilution through warrant exercises
• Offering price indicates a discount to market price, potentially pressuring stock value

Insights

Biotechnology Financial Analyst

Aura's $75M capital raise dilutes shareholders but provides critical runway to advance multiple clinical programs across ophthalmology and bladder cancer.

Aura Biosciences has priced a $75 million public offering through a combination of common stock and warrants - a significant capital raise for this clinical-stage oncology company. The structure reveals important strategic considerations: they're selling 11.7 million common shares plus pre-funded warrants representing another 3.6 million potential shares, with each unit priced at $4.90. Additionally, purchasers receive warrants to buy additional shares at the same $4.90 price over the next five years.

This financing represents substantial dilution for existing shareholders, as the company is issuing approximately 15.3 million new shares/warrants (plus additional warrant coverage), likely significantly expanding their outstanding share count. The warrant structure suggests institutional investor demand for downside protection while maintaining upside exposure. The pre-funded warrants ($0.00001 exercise price) are effectively equivalent to common shares but provide certain investors tax or regulatory advantages.

The capital will fund advancement of Aura's clinical programs targeting various ocular tumors (choroidal melanoma, choroidal metastases, ocular surface cancers) and non-muscle invasive bladder cancer. While precise allocation wasn't specified, this financing significantly strengthens Aura's balance sheet and extends their operational runway. The deal's structure, using both shares and warrants, indicates the company's need to offer favorable terms to attract capital in the current biotechnology funding environment, though the immediate exercisability of the warrants could provide additional near-term cash if investors choose to exercise them.

The participation of multiple investment banks (Leerink Partners, Evercore ISI, LifeSci Capital, Citizens Capital Markets, and Scotiabank) suggests broad institutional support despite the dilutive nature of the offering.

BOSTON, May 15, 2025 (GLOBE NEWSWIRE) -- Aura Biosciences, Inc. (“Aura”) (Nasdaq: AURA), a clinical-stage biotechnology company developing precision therapies for solid tumors designed to preserve organ function, today announced the pricing of an underwritten public offering consisting of (i) 11,735,565 shares of its common stock and accompanying warrants to purchase an aggregate of 2,933,891 shares of common stock and (ii) to certain investors, pre-funded warrants to purchase an aggregate of up to 3,571,435 shares of its common stock at an exercise price of $0.00001 per pre-funded warrant, and accompanying warrants to purchase up to 892,858 shares of its common stock. The common stock and pre-funded warrants are being sold in combination with an accompanying warrant to purchase 0.25 of a share of common stock issued for each share of common stock or pre-funded warrant sold. The accompanying common stock warrant has an exercise price of $4.90 per share, is immediately exercisable from the date of issuance and will expire five years from the date of issuance. The combined offering price of each share of common stock and accompanying common stock warrant is $4.90. The combined offering price of each pre-funded warrant and accompanying common stock warrant is $4.89999.

All of the shares, pre-funded warrants and accompanying common stock warrants in the offering are being sold by Aura. The gross proceeds from the offering to Aura are expected to be $75.0 million, before deducting underwriting discounts and commissions and other offering expenses. The offering is expected to close on or about May 16, 2025, subject to customary closing conditions.

Aura intends to use the net proceeds from this offering, together with existing cash, cash equivalents and marketable securities, to advance its clinical programs in early-stage choroidal melanoma, metastases to the choroid, cancers of the ocular surface and non-muscle invasive bladder cancer, as well as for general corporate purposes.

Leerink Partners and Evercore ISI are acting as joint bookrunning managers for the offering. LifeSci Capital is also acting as a bookrunning manager in the offering. Citizens Capital Markets and Scotiabank are acting as co-managers for the offering.

A shelf registration statement relating to the shares of common stock, pre-funded warrants and accompanying common stock warrants offered in the public offering described above was filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2024 and declared effective by the SEC on April 5, 2024. The offering is being made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to the offering were filed with the SEC on May 15, 2025, and are available on the SEC’s website located at www.sec.gov. A final prospectus supplement containing additional information relating to the offering and an accompanying prospectus will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. When available, copies of the final prospectus supplement and the accompanying prospectus relating to this offering may also be obtained by contacting: Leerink Partners LLC, Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, or by telephone at (800) 808-7525 ext. 6105, or by email at syndicate@leerink.com; Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, NY 10055, or by telephone at (888) 474-0200, or by email at ecm.prospectus@evercore.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities being offered, nor shall there be any sale of the securities being offered in any state or other 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 other jurisdiction.

About Aura Biosciences

Aura Biosciences, Inc. is a clinical-stage biotechnology company focused on developing precision therapies for solid tumors that aim to preserve organ function. Aura’s lead candidate, bel-sar (AU-011), is currently in late-stage development for primary choroidal melanoma and in early-stage development in other ocular oncology indications and bladder cancer. Aura is headquartered in Boston, MA. Aura’s mission is to grow as an innovative global oncology company that positively transforms the lives of patients.

Forward-Looking Statements

Various statements in this release concerning the use of proceeds, timing and completion of the public offering on the anticipated terms or at all may constitute forward-looking statements for the purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, as amended, and other federal securities laws. All such forward-looking statements are based on management’s current expectations of future events and are subject to a number of substantial risks and uncertainties, many of which are outside Aura’s control, that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include fluctuations in Aura’s stock price, changes in market conditions and satisfaction of customary closing conditions related to the public offering, as well as those risks more fully discussed in the section entitled “Risk Factors” in the prospectus supplement and registration statement referenced above, Aura’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 24, 2025 with the SEC and subsequent filings with the SEC including our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. There can be no assurance that Aura will be able to complete the public offering on the anticipated terms. Accordingly, you should not place undue reliance on these forward-looking statements. All such statements speak only as of the date made, and Aura undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.

Investor and Media Contact:

Alex Dasalla
Head of Investor Relations and Corporate Communications
IR@aurabiosciences.com

Source: Aura Biosciences, Inc.

FAQ

How much money is AURA raising in its May 2025 public offering?

Aura Biosciences (AURA) is raising $75.0 million in gross proceeds before deducting underwriting discounts and commissions and other offering expenses.

What is the pricing structure of AURA's 2025 stock offering?

The offering prices are $4.90 per share of common stock with accompanying warrant, and $4.89999 for each pre-funded warrant with accompanying warrant. Each warrant allows purchase of 0.25 additional shares at $4.90 per share.

How will Aura Biosciences use the proceeds from its 2025 offering?

Aura will use the proceeds to advance clinical programs in early-stage choroidal melanoma, metastases to the choroid, cancers of the ocular surface, non-muscle invasive bladder cancer, and general corporate purposes.

How many shares and warrants are included in AURA's May 2025 offering?

The offering includes 11,735,565 common shares with warrants for 2,933,891 shares, plus pre-funded warrants for 3,571,435 shares with warrants for 892,858 additional shares.

When will AURA's 2025 public offering close?

The offering is expected to close on or about May 16, 2025, subject to customary closing conditions.