Aura Biosciences (NASDAQ: AURA) boosts authorized stock to 500M

Q: What did Aura Biosciences (AURA) stockholders approve at the August 5, 2026 Special Meeting?

Aura Biosciences stockholders approved two proposals : increasing authorized common stock from 150,000,000 to 500,000,000 shares and adopting Amendment No. 1 to the company’s 2021 Stock Option and Incentive Plan, based on the reported voting results.

Q: How many Aura Biosciences (AURA) shares were outstanding and entitled to vote at the Special Meeting?

Aura Biosciences had 103,436,416 shares of common stock outstanding and entitled to vote as of June 12, 2026 , the record date for the Special Meeting, as described in the company’s report of the shareholder meeting and voting outcomes.

Q: What were the voting results for Aura Biosciences (AURA) Proposal 1 on authorized shares?

Proposal 1, to increase authorized common stock, received 62,993,701 votes for, 26,496,186 votes against, 839 abstentions, and 0 broker non-votes, resulting in approval of the amendment expanding Aura Biosciences’ authorized common shares.

Q: Did Aura Biosciences (AURA) achieve a quorum at its August 5, 2026 Special Meeting?

Yes. Aura Biosciences reported that 89,490,726 shares of common stock were represented in person or by proxy at the Special Meeting, which it stated constituted a quorum for conducting the company’s business.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Aura Biosciences, Inc. held a Special Meeting of Stockholders on August 5, 2026, where stockholders approved two governance proposals. Common stock outstanding and entitled to vote totaled 103,436,416 shares as of June 12, 2026, with 89,490,726 shares represented in person or by proxy, constituting a quorum.

Stockholders approved an amendment to the Tenth Amended and Restated Certificate of Incorporation to increase authorized common stock from 150,000,000 to 500,000,000 shares, with 62,993,701 votes for and 26,496,186 against. They also approved Amendment No. 1 to the 2021 Stock Option and Incentive Plan, with 46,369,676 votes for and 27,372,773 against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding: 103,436,416 shares Shares represented at meeting: 89,490,726 shares Authorized common shares before amendment: 150,000,000 shares +5 more

8 metrics

Shares outstanding 103,436,416 shares Common stock outstanding and entitled to vote as of June 12, 2026

Shares represented at meeting 89,490,726 shares Common stock represented in person or by proxy at the Special Meeting

Authorized common shares before amendment 150,000,000 shares Prior authorized common stock in the Tenth Amended and Restated Certificate of Incorporation

Authorized common shares after amendment 500,000,000 shares Authorized common stock level approved in Proposal 1

Proposal 1 votes for 62,993,701 Votes for increasing authorized common stock

Proposal 1 votes against 26,496,186 Votes against increasing authorized common stock

Proposal 2 votes for 46,369,676 Votes for Amendment No. 1 to the 2021 Stock Option and Incentive Plan

Proposal 2 broker non-votes 15,747,458 Broker non-votes on the incentive plan amendment

Key Terms

Tenth Amended and Restated Certificate of Incorporation, authorized shares, Broker Non-Votes, 2021 Stock Option and Incentive Plan, +1 more

5 terms

Tenth Amended and Restated Certificate of Incorporation regulatory

"approved an amendment to the Company’s Tenth Amended and Restated Certificate of Incorporation"

authorized shares financial

"to increase the number of authorized shares of common stock from 150,000,000 to 500,000,000"

Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.

Broker Non-Votes regulatory

"The proposal was approved based on the following votes ... Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

2021 Stock Option and Incentive Plan financial

"approved Amendment No. 1 to the Company’s 2021 Stock Option and Incentive Plan"

quorum regulatory

"89,490,726 shares of common stock were represented ... constituting a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

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

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Understanding 8-K Material Events →

Available on EDGAR 08/05/2026 - 04:16 PM Accepted by SEC EDGAR 08/05/2026 - 04:15 PM

FAQ

What did Aura Biosciences (AURA) stockholders approve at the August 5, 2026 Special Meeting?

Aura Biosciences stockholders approved two proposals: increasing authorized common stock from 150,000,000 to 500,000,000 shares and adopting Amendment No. 1 to the company’s 2021 Stock Option and Incentive Plan, based on the reported voting results.

How many Aura Biosciences (AURA) shares were outstanding and entitled to vote at the Special Meeting?

Aura Biosciences had 103,436,416 shares of common stock outstanding and entitled to vote as of June 12, 2026, the record date for the Special Meeting, as described in the company’s report of the shareholder meeting and voting outcomes.

What change was made to Aura Biosciences (AURA) authorized common stock?

Stockholders approved increasing Aura Biosciences’ authorized common stock from 150,000,000 to 500,000,000 shares through an amendment to the Tenth Amended and Restated Certificate of Incorporation, which was adopted at the August 5, 2026 Special Meeting.

What were the voting results for Aura Biosciences (AURA) Proposal 1 on authorized shares?

Proposal 1, to increase authorized common stock, received 62,993,701 votes for, 26,496,186 votes against, 839 abstentions, and 0 broker non-votes, resulting in approval of the amendment expanding Aura Biosciences’ authorized common shares.

What were the voting results for Aura Biosciences (AURA) Proposal 2 on the 2021 Stock Option and Incentive Plan?

Proposal 2, approving Amendment No. 1 to the 2021 Stock Option and Incentive Plan, received 46,369,676 votes for, 27,372,773 votes against, 819 abstentions, and 15,747,458 broker non-votes, and was reported as approved by Aura Biosciences stockholders.

Did Aura Biosciences (AURA) achieve a quorum at its August 5, 2026 Special Meeting?

Yes. Aura Biosciences reported that 89,490,726 shares of common stock were represented in person or by proxy at the Special Meeting, which it stated constituted a quorum for conducting the company’s business.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): August 5, 2026

     

Aura Biosciences, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-40971	32-0271970
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

80 Guest Street
Boston, Massachusetts		02135
(Address of Principal Executive Offices)		(Zip Code)

      Registrant’s Telephone Number, Including Area Code: 617 500-8864

     

      Not Applicable

     

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 par value per share	AURA	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On August 5, 2026, Aura Biosciences, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). As of June 12, 2026, the record date for the Special Meeting, there were 103,436,416 shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) outstanding and entitled to vote. At the Special Meeting, 89,490,726 shares of common stock were represented in person or by proxy, constituting a quorum for the transaction of business. The final voting results for each of the proposals submitted to a vote of the Company’s stockholders are set forth below.

For more information about the proposals considered and voted upon at the Special Meeting, please see the Company's Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on June 29, 2026.

Proposal 1 — Approval of an Amendment to the Company’s Tenth Amended and Restated Certificate of Incorporation to Increase Authorized Shares of Common Stock

The Company’s stockholders approved an amendment to the Company’s Tenth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 to 500,000,000. The proposal was approved based on the following votes:


Votes For	Votes Against		Abstentions		Broker Non-Votes
62,993,701		26,496,186		839		0

Proposal 2 — Approval of Amendment No. 1 to the Company’s 2021 Stock Option and Incentive Plan

The Company’s stockholders approved Amendment No. 1 to the Company’s 2021 Stock Option and Incentive Plan. The proposal was approved based on the following votes:


Votes For	Votes Against		Abstentions		Broker Non-Votes
46,369,676		27,372,773		819		15,747,458

No other matters were submitted to a vote of the Company’s stockholders at the Special Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			Aura Biosciences, Inc.

Date:	August 5, 2026	By:	/s/ Natalie Holles
			Natalie Holles Chief Executive Officer and President (Principal Executive Officer)

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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