[8-K] Aura Biosciences, Inc. Reports Material Event

Rhea-AI Filing Summary

On 17 June 2025 Aura Biosciences, Inc. (Nasdaq: AURA) held its 2025 Annual Meeting of Stockholders, as reported in the Form 8-K filed 18 June 2025 under Item 5.07.

Participation: 38,863,371 common shares—or 77.3 % of the 50,268,758 shares entitled to vote—were present or represented by proxy.

Proposal 1 – Election of Class I Directors (terms through 2028)

• Elisabet de los Pinos, Ph.D.: 28,961,014 for; 985,262 withheld; 8,917,095 broker non-votes
• Giovanni Mariggi, Ph.D.: 29,179,073 for; 767,203 withheld; 8,917,095 broker non-votes

Both nominees were duly elected.

Proposal 2 – Ratification of Independent Auditor

• Ernst & Young LLP ratified for fiscal year ending 31 Dec 2025 with 38,623,566 for; 232,989 against; 6,816 abstentions; zero broker non-votes.

No additional matters were submitted. The filing contains no financial performance metrics, guidance, or transactional disclosures; therefore the event is considered routine corporate governance with limited immediate financial impact.

Insights

Financial Analyst

TL;DR: Routine AGM items passed; no direct valuation impact or new financial data disclosed.

The 8-K solely records shareholder vote outcomes: two board seats confirmed and Ernst & Young re-appointed as auditor. Turnout at 77 % is healthy, and with over 96 % of votes cast in favour for each item, management retains solid shareholder support. However, because no capital allocation, strategic initiatives, or earnings details are included, the filing does not alter the investment thesis or near-term cash-flow outlook. Overall, governance stability is affirmed but market impact is neutral.

Corporate Governance Specialist

TL;DR: Strong shareholder backing signals confidence; governance profile unchanged.

Both Class I directors secured re-election with overwhelming majorities and minimal opposition (<3 %). Auditor ratification passed with 99 % support. Such results indicate low governance risk, continuity of oversight, and no evident investor agitation. There were no contested items or shareholder proposals, suggesting alignment between the board and investors. From a governance-risk perspective, the outcome is favourable but not transformative; impact on share price is expected to be negligible.

false000150179600015017962025-06-172025-06-17

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): June 17, 2025

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 June 17, 2025, Aura Biosciences, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The proposals set forth below were submitted to the stockholders at the Annual Meeting, with each such proposal described in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 24, 2025.

The number of shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), entitled to vote at the Annual Meeting was 50,268,758. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 38,863,371. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each proposal voted upon at the Annual Meeting are set forth below.

Proposal 1 - Election of Directors

The Company’s stockholders elected the two (2) director nominees below to the Company’s Board of Directors as Class I directors to serve until the 2028 Annual Meeting of Stockholders of the Company and until their successor has been duly elected and qualified, or until their earlier death, resignation or removal.

Director Nominee		Votes For				Votes Withheld				Broker Non-Votes
Elisabet de los Pinos, Ph.D.			28,961,014				985,262				8,917,095
Giovanni Mariggi, Ph.D.			29,179,073				767,203				8,917,095

Proposal 2 - Ratification of Appointment of Independent Registered Accounting Firm

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025.

Votes For		Votes Against		Abstentions
38,623,566		232,989		6,816

There were zero broker non-votes regarding this proposal.

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:	June 18, 2025	By:	/s/ Elisabet de los Pinos
			Elisabet de los Pinos  President and Chief Executive Officer (Principal Executive Officer)

FAQ

What proposals were voted on at Aura Biosciences' 2025 Annual Meeting (AURA)?

Shareholders voted on two items: election of two Class I directors and ratification of Ernst & Young LLP as independent auditor.

How many Aura Biosciences shares were represented at the 2025 AGM?

A total of 38,863,371 shares—about 77.3 % of shares outstanding—were present or represented by proxy.

Were the director nominees for Aura Biosciences re-elected?

Yes. Elisabet de los Pinos received 28.96 M votes for, and Giovanni Mariggi received 29.18 M votes for; both were elected.

Which auditing firm did Aura Biosciences shareholders ratify for fiscal 2025?

Shareholders ratified Ernst & Young LLP as the company's independent registered public accounting firm.

What were the vote totals for Aura Biosciences' auditor ratification?

Auditor ratification received 38,623,566 votes for, 232,989 against, and 6,816 abstentions, with zero broker non-votes.