Aura Biosciences, Inc. received an updated ownership report from a group of Frazier Life Sciences-affiliated funds and individuals regarding its common stock. Frazier Life Sciences Public Fund, L.P. directly holds 5,807,260 shares of common stock, representing 5.6% of the class based on 103,436,416 shares outstanding as of June 12, 2026. Other Frazier funds directly hold additional shares, including 128,520 shares by Frazier Life Sciences X, L.P., 358,810 shares by Frazier Life Sciences XI, L.P., and 805,410 shares by Frazier Life Sciences XII, L.P. The filing also notes prefunded warrants held by these funds that are subject to a 9.99% beneficial ownership limitation, preventing exercises that would take any holder and its affiliates above that ownership threshold.
Positive
None.
Negative
None.
Key Figures
Shares outstanding:103,436,416 sharesFLSPF common shares:5,807,260 sharesFLSPF percent of class:5.6%+5 more
8 metrics
Shares outstanding103,436,416 sharesCommon stock outstanding as of June 12, 2026 used for ownership calculations
FLSPF common shares5,807,260 sharesShares of Aura common stock directly held by Frazier Life Sciences Public Fund, L.P.
FLSPF percent of class5.6%Ownership percentage of Aura common stock reported for FLSPF
FLS X common shares128,520 sharesShares of Aura common stock directly held by Frazier Life Sciences X, L.P.
FLS XI common shares358,810 sharesShares of Aura common stock directly held by Frazier Life Sciences XI, L.P.
FLS XII common shares805,410 sharesShares of Aura common stock directly held by Frazier Life Sciences XII, L.P.
FLSPF prefunded warrants1,008,016 sharesUnderlying Aura common shares subject to prefunded warrants held by FLSPF
Beneficial ownership cap9.99%Maximum ownership allowed after warrant exercise for each holder and its affiliates
"The above referenced beneficial ownership and amounts reflected on the cover pages"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
prefunded warrantsfinancial
"do not include certain prefunded warrants to acquire shares of Common Stock"
Prefunded warrants are a security that gives the holder the right to convert the warrant into a share after paying a very small remaining amount because almost the full purchase price was paid upfront. They matter to investors because exercising them increases the company’s outstanding shares (dilution) and can provide immediate cash to the issuer while allowing holders to bypass ownership limits or simplify timing, similar to buying a nearly-complete gift card that only needs a tiny top-up to use.
beneficial ownership limitationsfinancial
"the exercise of which is subject to certain beneficial ownership limitations"
Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.
CUSIP No.regulatory
"Title of class of securities: Common Stock ... (e) | CUSIP No.: 05153U107"
shared voting powerfinancial
"6 | Shared Voting Power 5,807,260.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
FAQ
What stake does Frazier Life Sciences report in Aura Biosciences (AURA)?
Frazier Life Sciences Public Fund, L.P. reports holding 5,807,260 Aura Biosciences common shares, representing 5.6% of the class. This percentage is calculated against 103,436,416 shares outstanding as of June 12, 2026, per Aura’s definitive proxy statement.
How many Aura Biosciences (AURA) shares are outstanding for this ownership report?
The ownership percentages are based on 103,436,416 Aura Biosciences common shares outstanding as of June 12, 2026. This share count comes from Aura’s definitive proxy statement on Schedule 14A filed on June 29, 2026.
Which Frazier Life Sciences funds hold Aura Biosciences (AURA) shares and in what amounts?
FLSPF holds 5,807,260 shares; FLS X holds 128,520 shares; FLS XI holds 358,810 shares; and FLS XII holds 805,410 shares. Each position’s voting and dispositive powers are held on a shared basis through related general partner entities.
What prefunded warrants related to Aura Biosciences (AURA) does Frazier report?
Frazier-affiliated funds hold prefunded warrants for additional Aura shares: FLSPF 1,008,016, FLS X 32,130, FLS XI 85,552, and FLS XII 149,302. These warrants are excluded from reported beneficial ownership due to a contractual 9.99% ownership cap.
What is the 9.99% beneficial ownership limitation mentioned for Aura Biosciences (AURA)?
Each prefunded warrant prevents exercise if, after exercise, the holder and its affiliates would own more than 9.99% of Aura’s outstanding common stock. This limitation constrains warrant exercises that would push ownership above that threshold.
Do James N. Topper and Patrick J. Heron personally own Aura Biosciences (AURA) shares?
The filing attributes 128,520 Aura shares to Frazier Life Sciences X, L.P., over which James N. Topper and Patrick J. Heron share voting and investment power as members of FHMLS X, L.L.C. The shares are held by the fund, not directly in their individual names.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Aura Biosciences, Inc.
(Name of Issuer)
Common Stock, $0.00001 par value per share
(Title of Class of Securities)
05153U107
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
05153U107
1
Names of Reporting Persons
Frazier Life Sciences Public Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,807,260.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,807,260.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,807,260.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.6 %
12
Type of Reporting Person (See Instructions)
PN
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 Schedule 13G/A.
The percentage listed in row 11 is calculated based on 103,436,416 shares of Common Stock outstanding on June 12, 2026, as set forth in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the SEC on June 29, 2026.
SCHEDULE 13G
CUSIP Number(s):
05153U107
1
Names of Reporting Persons
FHMLSP, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,807,260.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,807,260.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,807,260.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.6 %
12
Type of Reporting Person (See Instructions)
PN
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 Schedule 13G/A.
The percentage listed in row 11 is calculated based on 103,436,416 shares of Common Stock outstanding on June 12, 2026, as set forth in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the SEC on June 29, 2026.
SCHEDULE 13G
CUSIP Number(s):
05153U107
1
Names of Reporting Persons
FHMLSP, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,807,260.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,807,260.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,807,260.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.6 %
12
Type of Reporting Person (See Instructions)
OO
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 Schedule 13G/A.
The percentage listed in row 11 is calculated based on 103,436,416 shares of Common Stock outstanding on June 12, 2026, as set forth in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the SEC on June 29, 2026.
SCHEDULE 13G
CUSIP Number(s):
05153U107
1
Names of Reporting Persons
Frazier Life Sciences X, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
128,520.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
128,520.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
128,520.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
PN
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 Schedule 13G/A.
The percentage listed in row 11 is calculated based on 103,436,416 shares of Common Stock outstanding on June 12, 2026, as set forth in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the SEC on June 29, 2026.
SCHEDULE 13G
CUSIP Number(s):
05153U107
1
Names of Reporting Persons
FHMLS X, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
128,520.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
128,520.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
128,520.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
PN
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 Schedule 13G/A.
The percentage listed in row 11 is calculated based on 103,436,416 shares of Common Stock outstanding on June 12, 2026, as set forth in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the SEC on June 29, 2026.
SCHEDULE 13G
CUSIP Number(s):
05153U107
1
Names of Reporting Persons
FHMLS X, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
128,520.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
128,520.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
128,520.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
OO
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 Schedule 13G/A.
The percentage listed in row 11 is calculated based on 103,436,416 shares of Common Stock outstanding on June 12, 2026, as set forth in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the SEC on June 29, 2026.
SCHEDULE 13G
CUSIP Number(s):
05153U107
1
Names of Reporting Persons
Frazier Life Sciences XI, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
358,810.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
358,810.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
358,810.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.3 %
12
Type of Reporting Person (See Instructions)
PN
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 Schedule 13G/A.
The percentage listed in row 11 is calculated based on 103,436,416 shares of Common Stock outstanding on June 12, 2026, as set forth in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the SEC on June 29, 2026.
SCHEDULE 13G
CUSIP Number(s):
05153U107
1
Names of Reporting Persons
FHMLS XI, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
358,810.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
358,810.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
358,810.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.3 %
12
Type of Reporting Person (See Instructions)
PN
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 Schedule 13G/A.
The percentage listed in row 11 is calculated based on 103,436,416 shares of Common Stock outstanding on June 12, 2026, as set forth in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the SEC on June 29, 2026.
SCHEDULE 13G
CUSIP Number(s):
05153U107
1
Names of Reporting Persons
FHMLS XI, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
358,810.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
358,810.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
358,810.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.3 %
12
Type of Reporting Person (See Instructions)
OO
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 Schedule 13G/A.
The percentage listed in row 11 is calculated based on 103,436,416 shares of Common Stock outstanding on June 12, 2026, as set forth in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the SEC on June 29, 2026.
SCHEDULE 13G
CUSIP Number(s):
05153U107
1
Names of Reporting Persons
Frazier Life Sciences XII, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
805,410.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
805,410.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
805,410.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.8 %
12
Type of Reporting Person (See Instructions)
PN
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 Schedule 13G/A.
The percentage listed in row 11 is calculated based on 103,436,416 shares of Common Stock outstanding on June 12, 2026, as set forth in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the SEC on June 29, 2026.
SCHEDULE 13G
CUSIP Number(s):
05153U107
1
Names of Reporting Persons
FHMLS XII, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
805,410.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
805,410.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
805,410.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.8 %
12
Type of Reporting Person (See Instructions)
PN
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 Schedule 13G/A.
The percentage listed in row 11 is calculated based on 103,436,416 shares of Common Stock outstanding on June 12, 2026, as set forth in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the SEC on June 29, 2026.
SCHEDULE 13G
CUSIP Number(s):
05153U107
1
Names of Reporting Persons
FHMLS XII, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
805,410.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
805,410.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
805,410.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.8 %
12
Type of Reporting Person (See Instructions)
OO
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 Schedule 13G/A.
The percentage listed in row 11 is calculated based on 103,436,416 shares of Common Stock outstanding on June 12, 2026, as set forth in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the SEC on June 29, 2026.
SCHEDULE 13G
CUSIP Number(s):
05153U107
1
Names of Reporting Persons
James N. Topper
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
128,520.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
128,520.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
128,520.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
IN
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 Schedule 13G/A.
The percentage listed in row 11 is calculated based on 103,436,416 shares of Common Stock outstanding on June 12, 2026, as set forth in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the SEC on June 29, 2026.
SCHEDULE 13G
CUSIP Number(s):
05153U107
1
Names of Reporting Persons
Patrick J. Heron
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
128,520.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
128,520.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
128,520.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
IN
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 Schedule 13G/A.
The percentage listed in row 11 is calculated based on 103,436,416 shares of Common Stock outstanding on June 12, 2026, as set forth in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the SEC on June 29, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Aura Biosciences, Inc.
(b)
Address of issuer's principal executive offices:
80 Guest Street, Boston, MA, 02135.
Item 2.
(a)
Name of person filing:
The entities and persons filing this statement (collectively, the "Reporting Persons") are:
Frazier Life Sciences Public Fund, L.P. ("FLSPF")
FHMLSP, L.P.
FHMLSP, L.L.C.
Frazier Life Sciences X, L.P. ("FLS X")
FHMLS X, L.P.
FHMLS X, L.L.C.
Frazier Life Sciences XI, L.P. ("FLS XI")
FHMLS XI, L.P.
FHMLS XI, L.L.C.
Frazier Life Sciences XII, L.P. ("FLS XII")
FHMLS XII, L.P.
FHMLS XII, L.L.C.
James N. Topper ("Topper")
Patrick J. Heron ("Heron" and together with Topper, the "Members")
(b)
Address or principal business office or, if none, residence:
The address of the principal place of business for each of the Reporting Persons is:
c/o Frazier Life Sciences Management, L.P.
1001 Page Mill Rd, Building 4, Suite 200B
Palo Alto, CA 94304
(c)
Citizenship:
The information contained in row 4 of each Reporting Person's cover page to this Schedule 13G/A is incorporated by reference.
(d)
Title of class of securities:
Common Stock, $0.00001 par value per share
(e)
CUSIP No.:
05153U107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information contained in row 9 of each Reporting Person's cover page to this Schedule 13G/A (including the footnotes thereto) is incorporated by reference.
FLSPF directly holds 5,807,260 shares of Common Stock. FHMLSP, L.P. is the general partner of FLSPF and the general partner of FHMLSP, L.P. is FHMLSP, L.L.C., which is managed by an investment committee of four that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLSPF.
FLS X directly holds 128,520 shares of Common Stock. FHMLS X, L.P. is the general partner of FLS X and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Heron and Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares of Common Stock held by FLS X.
FLS XI directly holds 358,810 shares of Common Stock. FHMLS XI, L.P. is the general partner of FLS XI and the general partner of FHMLS XI, L.P. is FHMLS XI, L.L.C., which is managed by an investment committee of three that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLS XI.
FLS XII directly holds 805,410 shares of Common Stock. FHMLS XII, L.P. is the general partner of FLS XII and the general partner of FHMLS XII, L.P. is FHMLS XII, L.L.C., which is managed by an investment committee of three that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLS XII.
The above referenced beneficial ownership and amounts reflected on the cover pages hereto do not include certain prefunded warrants to acquire shares of Common Stock (the "Warrants"), the exercise of which is subject to certain beneficial ownership limitations. In this regard, (i) FLSPF holds Warrants to purchase 1,008,016 shares of Common Stock, (ii) FLS X holds Warrants to purchase 32,130 shares of Common Stock, (iii) FLS XI holds Warrants to purchase 85,552 shares of Common Stock and (iv) FLS XII holds Warrants to purchase 149,302 shares of Common Stock, each of which cannot be exercised, if, upon giving effect to such exercise, the aggregate number of shares of Common Stock beneficially owned by the holder of such Warrant (together with its affiliates or any other persons acting as a group together with such holder) would exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise.
Except as specifically stated herein, the filing of this Schedule 13G/A shall not be construed as an admission that any Reporting Person or any of the foregoing is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Schedule 13G/A or a member of a "group" with any other person.
(b)
Percent of class:
The information contained in row 11 of each Reporting Person's cover page to this Schedule 13G/A (including the footnotes thereto) is incorporated by reference.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information contained in row 5 of each Reporting Person's cover page to this Schedule 13G/A (including the footnotes thereto) is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
The information contained in row 6 of each Reporting Person's cover page to this Schedule 13G/A (including the footnotes thereto) is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information contained in row 7 of each Reporting Person's cover page to this Schedule 13G/A (including the footnotes thereto) is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information contained in row 8 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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:
08/14/2026
FHMLSP, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P.
Date:
08/14/2026
FHMLSP, L.L.C.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLSP, L.L.C.
Date:
08/14/2026
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:
08/14/2026
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:
08/14/2026
FHMLS X, L.L.C.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS X, L.L.C.
Date:
08/14/2026
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:
08/14/2026
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:
08/14/2026
FHMLS XI, L.L.C.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS XI, L.L.C.
Date:
08/14/2026
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:
08/14/2026
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:
08/14/2026
FHMLS XII, L.L.C.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS XII, L.L.C.
Date:
08/14/2026
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:
08/14/2026
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:
08/14/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G/A filed on February 13, 2026)
