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Aura Biosciences (AURA) gets 6.3% passive stake from Frazier funds

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SCHEDULE 13G/A

Rhea-AI Filing Summary

Aura Biosciences, Inc. received an updated Schedule 13G/A from a group of Frazier Life Sciences funds and related entities reporting passive ownership of its common stock.

Frazier Life Sciences Public Fund, L.P. directly holds 4,032,060 shares of Aura common stock, representing 6.3% of the class based on 63,503,269 shares outstanding as of November 10, 2025. Other affiliated Frazier funds directly hold additional stakes of 128,520 shares (0.2%), 342,210 shares (0.5%), and 597,210 shares (0.9%), with voting and investment power allocated through various Delaware limited partnerships and limited liability companies.

The filing notes that these ownership figures exclude prefunded warrants. The funds hold warrants to purchase 1,008,016, 32,130, 85,552, and 149,302 additional shares of common stock, each subject to a 9.99% beneficial ownership limitation, which prevents exercise if it would push the holder above that ownership threshold. The reporting group certifies that the securities are not held for the purpose of changing or influencing control of Aura Biosciences.

Positive

  • None.

Negative

  • None.





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)






SCHEDULE 13G




Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 include shares that were acquired from Frazier Life Sciences Public Overage Fund, L.P. pursuant to a merger between Frazier Life Sciences Public Overage Fund, L.P. and Frazier Life Sciences Public Fund, L.P., but do not include any warrants held by the Reporting Person. See item 4(a) to this Statement. The percentage listed in row 11 is calculated based on 63,503,269 shares of Common Stock outstanding on November 10, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 13, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 include shares that were acquired from Frazier Life Sciences Public Overage Fund, L.P. pursuant to a merger between Frazier Life Sciences Public Overage Fund, L.P. and Frazier Life Sciences Public Fund, L.P., but do not include any warrants held by the Reporting Person. See item 4(a) to this Statement. The percentage listed in row 11 is calculated based on 63,503,269 shares of Common Stock outstanding on November 10, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 13, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 include shares that were acquired from Frazier Life Sciences Public Overage Fund, L.P. pursuant to a merger between Frazier Life Sciences Public Overage Fund, L.P. and Frazier Life Sciences Public Fund, L.P., but do not include any warrants held by the Reporting Person. See item 4(a) to this Statement. The percentage listed in row 11 is calculated based on 63,503,269 shares of Common Stock outstanding on November 10, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 13, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement. The percentage listed in row 11 is calculated based on 63,503,269 shares of Common Stock outstanding on November 10, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 13, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement. The percentage listed in row 11 is calculated based on 63,503,269 shares of Common Stock outstanding on November 10, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 13, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement. The percentage listed in row 11 is calculated based on 63,503,269 shares of Common Stock outstanding on November 10, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 13, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement. The percentage listed in row 11 is calculated based on 63,503,269 shares of Common Stock outstanding on November 10, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 13, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement. The percentage listed in row 11 is calculated based on 63,503,269 shares of Common Stock outstanding on November 10, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 13, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement. The percentage listed in row 11 is calculated based on 63,503,269 shares of Common Stock outstanding on November 10, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 13, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement. The percentage listed in row 11 is calculated based on 63,503,269 shares of Common Stock outstanding on November 10, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 13, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement. The percentage listed in row 11 is calculated based on 63,503,269 shares of Common Stock outstanding on November 10, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 13, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement. The percentage listed in row 11 is calculated based on 63,503,269 shares of Common Stock outstanding on November 10, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 13, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held directly by Frazier Life Sciences X, L.P. and do not include any warrants held directly by Frazier Life Sciences X, L.P. See item 4(a) to this Statement. The percentage listed in row 11 is calculated based on 63,503,269 shares of Common Stock outstanding on November 10, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 13, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held directly by Frazier Life Sciences X, L.P. and do not include any warrants held directly by Frazier Life Sciences X, L.P. See item 4(a) to this Statement. The percentage listed in row 11 is calculated based on 63,503,269 shares of Common Stock outstanding on November 10, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 13, 2025.


SCHEDULE 13G



Frazier Life Sciences Public Fund, L.P.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P., GP of Frazier Life Sciences Public Fund, L.P.
Date:02/13/2026
FHMLSP, L.P.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P.
Date:02/13/2026
FHMLSP, L.L.C.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLSP, L.L.C.
Date:02/13/2026
Frazier Life Sciences X, L.P.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P., GP of Frazier Life Sciences X, L.P.
Date:02/13/2026
FHMLS X, L.P.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P.
Date:02/13/2026
FHMLS X, L.L.C.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLS X, L.L.C.
Date:02/13/2026
Frazier Life Sciences XI, L.P.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P., GP of Frazier Life Sciences XI, L.P.
Date:02/13/2026
FHMLS XI, L.P.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P.
Date:02/13/2026
FHMLS XI, L.L.C.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLS XI, L.L.C.
Date:02/13/2026
Frazier Life Sciences XII, L.P.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLS XII, L.L.C., GP of FHMLS XII, L.P., GP of Frazier Life Sciences XII, L.P.
Date:02/13/2026
FHMLS XII, L.P.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLS XII, L.L.C., GP of FHMLS XII, L.P.
Date:02/13/2026
FHMLS XII, L.L.C.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLS XII, L.L.C.
Date:02/13/2026
James N. Topper
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, Attorney-in-Fact for James N. Topper, pursuant to a Power of Attorney, a copy of which was filed with the SEC on January 27, 2026
Date:02/13/2026
Patrick J. Heron
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, Attorney-in-Fact for Patrick Heron, pursuant to a Power of Attorney, a copy of which was filed with the SEC on January 27, 2026
Date:02/13/2026
Exhibit Information

Exhibit 99.1 Joint Filing Agreement

FAQ

What stake do Frazier Life Sciences funds report in Aura Biosciences (AURA)?

Frazier Life Sciences Public Fund, L.P. reports holding 4,032,060 Aura shares, equal to 6.3% of the common stock class. This percentage is based on 63,503,269 shares outstanding as of November 10, 2025, per Aura’s Form 10-Q.

Which Frazier entities are included in this Schedule 13G/A for Aura Biosciences (AURA)?

The filing lists multiple Frazier entities, including Frazier Life Sciences Public Fund, L.P., several Frazier Life Sciences X, XI, and XII funds, related FHMLS general partner entities, and individuals James N. Topper and Patrick J. Heron, together described as the Reporting Persons.

How many Aura Biosciences (AURA) shares do the other Frazier funds hold?

Beyond the main 6.3% stake, Frazier Life Sciences X, XI, and XII funds directly hold 128,520 shares, 342,210 shares, and 597,210 shares of Aura common stock, respectively. These positions correspond to ownership of 0.2%, 0.5%, and 0.9% of the outstanding class.

What prefunded warrants related to Aura Biosciences (AURA) are disclosed in the filing?

The filing notes prefunded warrants excluded from the share counts. Frazier Life Sciences Public Fund holds warrants for 1,008,016 shares, while FLS X, FLS XI, and FLS XII hold warrants for 32,130, 85,552, and 149,302 Aura shares, respectively, all subject to ownership limits.

What is the 9.99% beneficial ownership limitation mentioned for AURA warrants?

Each prefunded warrant cannot be exercised if doing so would cause the holder and its affiliates to beneficially own more than 9.99% of Aura’s outstanding common stock immediately after exercise. This cap constrains how many warrant shares can be converted at any time.

Are the Frazier holdings in Aura Biosciences (AURA) reported as passive or control-seeking?

The Reporting Persons certify that Aura securities were not acquired and are not held to change or influence control of the company. They state the holdings are not connected with any transaction intended to affect control, other than limited activities tied to director nominations.

Whose signatures appear on the Aura Biosciences (AURA) Schedule 13G/A?

Jennifer Martin signs on behalf of the various Frazier management entities, including FHMLSP, L.L.C. and multiple FHMLS entities. She also signs as attorney-in-fact for James N. Topper and Patrick J. Heron under previously filed powers of attorney dated January 27, 2026.
Aura Biosciences, Inc.

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349.90M
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4.5%
Biotechnology
Biological Products, (no Diagnostic Substances)
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United States
BOSTON