| Item 1.01. |
Entry into a Material Definitive Agreement. |
On May 4, 2026, Aura Biosciences, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC, TD Securities (USA) LLC and Evercore Group L.L.C., as representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten public offering (including the offering of the Option Shares (as defined below), the “Offering”) of (i) 39,591,000 shares (the “Firm Shares”, together with the Option Shares, the “Shares”) of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), and (ii) to certain investors, pre-funded warrants to purchase up to 3,800,000 shares of Common Stock (the “Pre-Funded Warrants”). All of the Shares and the Pre-Funded Warrants in the Offering were sold by the Company. Each Share was offered and sold at an offering price of $6.00, and each Pre-Funded Warrant was offered and sold at an offering price of $5.99999, which is equal to the offering price per share of Common Stock less the $0.00001 exercise price of each Pre-Funded Warrant. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, for a period of 30 days after the date of the Prospectus Supplement (as defined below), to purchase up to an additional 6,508,650 shares of Common Stock (the “Option Shares”) at the public offering price in the Offering, less underwriting discounts and commissions (the “Underwriters’ Option”), which the Underwriters exercised in full on May 4, 2026. The Offering closed on May 5, 2026.
Each Pre-Funded Warrant has an initial exercise price per share of $0.00001, subject to certain adjustments. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. A holder (together with its affiliates and other attribution parties) may not exercise any portion of a Pre-Funded Warrant to the extent that immediately prior to or after giving effect to such exercise the holder would own more than 4.99% or 9.99% of the Company’s outstanding Common Stock immediately after exercise, which percentage may be changed at the holder’s election to a lower or higher percentage not in excess of 19.99% upon 61 days’ notice to the Company subject to the terms of the Pre-Funded Warrants.
The Company received net proceeds from the Offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company, of approximately $280.8 million. The Company expects to use $241.8 million of the net proceeds from the Offering, together with its existing cash, cash equivalents and marketable securities, to advance its clinical programs, including in early choroidal melanoma, and for registration-enabling activities for bel-sar, as well as for general corporate purposes. The Company intends to use approximately $39.0 million of the net proceeds from the Offering, to repurchase 6,922,870 shares of its common stock held by Matrix Capital Management Master Fund, LP (“Matrix”) at $5.64 per share, the price per share paid by the underwriters for shares of the Company’s common stock in the Offering (the “Stock Repurchase”). The Company believes that the net proceeds from this offering, together with its existing cash, cash equivalents and marketable securities, will enable it to fund its operating expenses and capital expenditure requirements into the second half of 2028.
The Offering was made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-278253), which was previously filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2024 and became effective on April 5, 2024, and a related Registration Statement on Form S-3MEF (File No. 333-295515) effective as of May 4, 2026 and filed with the SEC pursuant to Rule 462(b) (collectively, the “Registration Statement”), and a related prospectus included in the Registration Statement, as supplemented by a preliminary prospectus supplement dated May 4, 2026 and a final prospectus supplement dated May 4, 2026 (the “Prospectus Supplement”).
The Underwriting Agreement contains customary representations, warranties and covenants of the Company and also provides for customary indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, and were solely for the benefit of the parties to such agreement.
The foregoing descriptions of the terms of the Underwriting Agreement and Pre-Funded Warrants are each qualified in its entirety by reference to the Underwriting Agreement and form of Pre-Funded Warrant that are filed as Exhibit 1.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Goodwin Procter LLP, counsel to the Company, delivered an opinion as to the legality of the issuance and sale of the Shares and the Pre-Funded Warrants in the Offering, which is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
