Aura Biosciences, Inc. is the issuer covered by this Schedule 13G/A filed by multiple Frazier Life Sciences entities and individuals. The filing shows that Frazier Life Sciences Public Fund, L.P. directly holds 3,113,550 shares of Aura common stock, reported as 5.0% of the class based on the issuer's reported outstanding share counts used in the filing.
The statement also discloses additional direct holdings across related Frazier vehicles: 918,510 shares by the Public Overage Fund, 128,520 by FLS X, 342,210 by FLS XI and 597,210 by FLS XII. Several prefunded warrants are listed (for example, 778,388 warrants held by FLSPF), each subject to a 9.99% beneficial ownership exercise limit. The filing corrects prior attributions to certain investment-committee members and clarifies which entities directly hold the securities.
Positive
Clear disclosure of a 5.0% direct stake by Frazier Life Sciences Public Fund, L.P. (3,113,550 shares), which notifies the market of a material holder
Detailed breakdown of related entity holdings (918,510; 128,520; 342,210; 597,210 shares) improves transparency about aggregate Frazier exposure
Disclosure of prefunded warrants with explicit 9.99% exercise limits provides clarity on potential dilution and prevents surprise conversions above the stated threshold
Correction of prior attributions clarifies that certain investment-committee members are not individually attributed beneficial ownership, improving accuracy of public records
Negative
None.
Insights
TL;DR: Routine institutional Schedule 13G/A disclosing a 5.0% stake by a Frazier vehicle with related entity holdings and prefunded warrants.
The filing is a standard beneficial-ownership disclosure showing that Frazier Life Sciences Public Fund, L.P. holds 3,113,550 shares, representing 5.0% of Aura's common stock using the disclosed outstanding-share base. Related Frazier funds hold additional, smaller positions and disclosed prefunded warrants with explicit exercise limits at 9.99%, which prevents immediate conversion into large additional stakes. The correction of prior attributions reduces ambiguity about which individuals are deemed to hold voting or dispositive power. For investors, this is material as a transparency and ownership update but is procedural rather than a strategic change of control.
TL;DR: Clarifies beneficial ownership and corrects prior attribution errors; improves governance transparency without indicating control intent.
The amendment explicitly rescinds previous attributions to certain investment-committee members for several funds, clarifying that voting and dispositive power rests with the named entities. That reduces potential misstatements about individual influence. The filing's certification reiterates that holdings were not acquired to influence control. From a governance perspective, the disclosure enhances accuracy around who exercises investment power, which is important for board and shareholder oversight but does not itself signal a governance dispute or coordination among holders.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Aura Biosciences, Inc.
(Name of Issuer)
Common Stock, $0.00001 par value per share
(Title of Class of Securities)
05153U107
(CUSIP Number)
06/30/2025
(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)
SCHEDULE 13G
CUSIP No.
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
3,113,550.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,113,550.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,113,550.00
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)
5.0 %
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 Statement.
The percentage listed in row 11 is calculated based the sum of (i) 50,268,758 shares of the Issuer's Common Stock outstanding as of May 9, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, and (ii) 11,735,565 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Prospectus Supplement filed with the SEC pursuant to Rule 424(b)(5) on May 16, 2025.
SCHEDULE 13G
CUSIP No.
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
3,113,550.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,113,550.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,113,550.00
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)
5.0 %
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 Statement.
The percentage listed in row 11 is calculated based the sum of (i) 50,268,758 shares of the Issuer's Common Stock outstanding as of May 9, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, and (ii) 11,735,565 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Prospectus Supplement filed with the SEC pursuant to Rule 424(b)(5) on May 16, 2025.
SCHEDULE 13G
CUSIP No.
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
3,113,550.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,113,550.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,113,550.00
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)
5.0 %
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 Statement.
The percentage listed in row 11 is calculated based the sum of (i) 50,268,758 shares of the Issuer's Common Stock outstanding as of May 9, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, and (ii) 11,735,565 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Prospectus Supplement filed with the SEC pursuant to Rule 424(b)(5) on May 16, 2025.
SCHEDULE 13G
CUSIP No.
05153U107
1
Names of Reporting Persons
Frazier Life Sciences Public Overage 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
918,510.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
918,510.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
918,510.00
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)
1.5 %
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 Statement.
The percentage listed in row 11 is calculated based the sum of (i) 50,268,758 shares of the Issuer's Common Stock outstanding as of May 9, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, and (ii) 11,735,565 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Prospectus Supplement filed with the SEC pursuant to Rule 424(b)(5) on May 16, 2025.
SCHEDULE 13G
CUSIP No.
05153U107
1
Names of Reporting Persons
FHMLSP Overage, 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
918,510.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
918,510.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
918,510.00
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)
1.5 %
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 Statement.
The percentage listed in row 11 is calculated based the sum of (i) 50,268,758 shares of the Issuer's Common Stock outstanding as of May 9, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, and (ii) 11,735,565 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Prospectus Supplement filed with the SEC pursuant to Rule 424(b)(5) on May 16, 2025.
SCHEDULE 13G
CUSIP No.
05153U107
1
Names of Reporting Persons
FHMLSP Overage, 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
918,510.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
918,510.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
918,510.00
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)
1.5 %
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 Statement.
The percentage listed in row 11 is calculated based the sum of (i) 50,268,758 shares of the Issuer's Common Stock outstanding as of May 9, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, and (ii) 11,735,565 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Prospectus Supplement filed with the SEC pursuant to Rule 424(b)(5) on May 16, 2025.
SCHEDULE 13G
CUSIP No.
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)
0.2 %
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 Statement.
The percentage listed in row 11 is calculated based the sum of (i) 50,268,758 shares of the Issuer's Common Stock outstanding as of May 9, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, and (ii) 11,735,565 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Prospectus Supplement filed with the SEC pursuant to Rule 424(b)(5) on May 16, 2025.
SCHEDULE 13G
CUSIP No.
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)
0.2 %
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 Statement.
The percentage listed in row 11 is calculated based the sum of (i) 50,268,758 shares of the Issuer's Common Stock outstanding as of May 9, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, and (ii) 11,735,565 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Prospectus Supplement filed with the SEC pursuant to Rule 424(b)(5) on May 16, 2025.
SCHEDULE 13G
CUSIP No.
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)
0.2 %
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 Statement.
The percentage listed in row 11 is calculated based the sum of (i) 50,268,758 shares of the Issuer's Common Stock outstanding as of May 9, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, and (ii) 11,735,565 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Prospectus Supplement filed with the SEC pursuant to Rule 424(b)(5) on May 16, 2025.
SCHEDULE 13G
CUSIP No.
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
342,210.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
342,210.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
342,210.00
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)
0.6 %
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 Statement.
The percentage listed in row 11 is calculated based the sum of (i) 50,268,758 shares of the Issuer's Common Stock outstanding as of May 9, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, and (ii) 11,735,565 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Prospectus Supplement filed with the SEC pursuant to Rule 424(b)(5) on May 16, 2025.
SCHEDULE 13G
CUSIP No.
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
342,210.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
342,210.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
342,210.00
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)
0.6 %
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 Statement.
The percentage listed in row 11 is calculated based the sum of (i) 50,268,758 shares of the Issuer's Common Stock outstanding as of May 9, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, and (ii) 11,735,565 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Prospectus Supplement filed with the SEC pursuant to Rule 424(b)(5) on May 16, 2025.
SCHEDULE 13G
CUSIP No.
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
342,210.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
342,210.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
342,210.00
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)
0.6 %
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 Statement.
The percentage listed in row 11 is calculated based the sum of (i) 50,268,758 shares of the Issuer's Common Stock outstanding as of May 9, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, and (ii) 11,735,565 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Prospectus Supplement filed with the SEC pursuant to Rule 424(b)(5) on May 16, 2025.
SCHEDULE 13G
CUSIP No.
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
597,210.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
597,210.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
597,210.00
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)
1.0 %
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 Statement.
The percentage listed in row 11 is calculated based the sum of (i) 50,268,758 shares of the Issuer's Common Stock outstanding as of May 9, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, and (ii) 11,735,565 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Prospectus Supplement filed with the SEC pursuant to Rule 424(b)(5) on May 16, 2025.
SCHEDULE 13G
CUSIP No.
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
597,210.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
597,210.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
597,210.00
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)
1.0 %
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 Statement.
The percentage listed in row 11 is calculated based the sum of (i) 50,268,758 shares of the Issuer's Common Stock outstanding as of May 9, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, and (ii) 11,735,565 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Prospectus Supplement filed with the SEC pursuant to Rule 424(b)(5) on May 16, 2025.
SCHEDULE 13G
CUSIP No.
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
597,210.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
597,210.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
597,210.00
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)
1.0 %
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 Statement.
The percentage listed in row 11 is calculated based the sum of (i) 50,268,758 shares of the Issuer's Common Stock outstanding as of May 9, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, and (ii) 11,735,565 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Prospectus Supplement filed with the SEC pursuant to Rule 424(b)(5) on May 16, 2025.
SCHEDULE 13G
CUSIP No.
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)
0.2 %
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 Statement.
The percentage listed in row 11 is calculated based the sum of (i) 50,268,758 shares of the Issuer's Common Stock outstanding as of May 9, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, and (ii) 11,735,565 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Prospectus Supplement filed with the SEC pursuant to Rule 424(b)(5) on May 16, 2025.
SCHEDULE 13G
CUSIP No.
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)
0.2 %
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 Statement.
The percentage listed in row 11 is calculated based the sum of (i) 50,268,758 shares of the Issuer's Common Stock outstanding as of May 9, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, and (ii) 11,735,565 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Prospectus Supplement filed with the SEC pursuant to Rule 424(b)(5) on May 16, 2025.
SCHEDULE 13G
CUSIP No.
05153U107
1
Names of Reporting Persons
Albert Cha
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
05153U107
1
Names of Reporting Persons
James Brush
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
05153U107
1
Names of Reporting Persons
Daniel Estes
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
IN
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 Public Overage Fund, L.P. ("FLSPOF")
FHMLSP Overage, L.P.
FHMLSP Overage, 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")
Albert Cha ("Cha")
James Brush ("Brush")
Daniel Estes ("Estes" and together with Topper, Heron, Cha and Brush, 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 B
Palo Alto, CA 94304
(c)
Citizenship:
The information contained in row 4 of each Reporting Person's cover page to this Statement 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 Statement (including the footnotes thereto) is incorporated by reference.
FLSPF directly holds 3,113,550 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, and this Statement corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior Statements.
FLSPOF directly holds 918,510 shares of Common Stock. FHMLSP Overage, L.P. is the general partner of FLSPOF and the general partner of FHMLSP Overage, L.P. is FHMLSP Overage, 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 FLSPOF, and this Statement corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior Statements.
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 342,210 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, and this Statement corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior Statements.
FLS XII directly holds 597,210 shares of Common Stock. FHMLS XI, 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, and this Statement corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior Statements.
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 778,388 shares of Common Stock, (Ii) FLSPOF holds Warrants to purchase 229,628 shares of Common Stock, (iii) FLS X holds Warrants to purchase 32,130 shares of Common Stock, (iv) FLS XI holds Warrants to purchase 85,552 shares of Common Stock and (v) 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 Statement 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 Statement 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 (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 (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 (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 (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.
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/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P., GP of Frazier Life Sciences Public Fund, L.P.
Date:
08/14/2025
FHMLSP, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P.
Date:
08/14/2025
FHMLSP, L.L.C.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLSP, L.L.C.
Date:
08/14/2025
Frazier Life Sciences Public Overage Fund, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLSP Overage, L.L.C., GP of FHMLSP Overage, L.P., GP of Frazier Life Sciences Public Overage Fund, L.P.
Date:
08/14/2025
FHMLSP Overage, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLSP Overage, L.L.C., GP of FHMLSP Overage, L.P.
Date:
08/14/2025
FHMLSP Overage, L.L.C.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLSP Overage, L.L.C.
Date:
08/14/2025
Frazier Life Sciences X, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P., GP of Frazier Life Sciences X, L.P.
Date:
08/14/2025
FHMLS X, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P.
Date:
08/14/2025
FHMLS X, L.L.C.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLS X, L.L.C.
Date:
08/14/2025
Frazier Life Sciences XI, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P., GP of Frazier Life Sciences XI, L.P.
Date:
08/14/2025
FHMLS XI, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P.
Date:
08/14/2025
FHMLS XI, L.L.C.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLS XI, L.L.C.
Date:
08/14/2025
Frazier Life Sciences XII, L.P.
Signature:
/s/ Gordon Empey
Name/Title:
By Gordon Empey, General Counsel of FHMLS XII, L.L.C., GP of FHMLS XII, L.P., GP of Frazier Life Sciences XII, L.P.
Date:
08/14/2025
FHMLS XII, L.P.
Signature:
/s/ Gordon Empey
Name/Title:
By Gordon Empey, General Counsel of FHMLS XII, L.L.C., GP of FHMLS XII, L.P.
Date:
08/14/2025
FHMLS XII, L.L.C.
Signature:
/s/ Gordon Empey
Name/Title:
By Gordon Empey, General Counsel of FHMLS XII, L.L.C.
Date:
08/14/2025
James N. Topper
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, Attorney-in-Fact for James N. Topper, pursuant to a Power of Attorney, a copy of which was filed with the SEC on July 31, 2017
Date:
08/14/2025
Patrick J. Heron
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, Attorney-in-Fact for Patrick J. Heron, pursuant to a Power of Attorney, a copy of which was filed with the SEC on July 31, 2017
Date:
08/14/2025
Albert Cha
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, Attorney-in-Fact for Albert Cha, pursuant to a Power of Attorney, a copy of which was filed with the SEC on August 16, 2021
Date:
08/14/2025
James Brush
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, Attorney-in-Fact for James Brush, pursuant to a Power of Attorney, a copy of which was filed with the SEC on August 16, 2021
Date:
08/14/2025
Daniel Estes
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, Attorney-in-Fact for Daniel Estes, pursuant to a Power of Attorney, a copy of which was filed with the SEC on April 18, 2022
Date:
08/14/2025
Exhibit Information
Exhibit 99.1 Joint Filing Agreement, dated as of May 23, 2025, incorporated by reference into this Statement.
What stake did Frazier Life Sciences Public Fund, L.P. report in Aura Biosciences (AURA)?
The filing shows 3,113,550 shares held directly by Frazier Life Sciences Public Fund, L.P., reported as 5.0% of the class.
Do Frazier entities hold additional Aura shares across related funds?
Yes. The filing lists additional direct holdings: 918,510 (Public Overage Fund), 128,520 (FLS X), 342,210 (FLS XI), and 597,210 (FLS XII).
Are there warrants disclosed and can they be exercised into common stock?
Yes. Prefunded warrants are disclosed (for example, 778,388 held by FLSPF). Each warrant has an exercise limitation so conversion cannot increase beneficial ownership above 9.99%.
Did the filing change previous ownership attributions?
The amendment corrects prior attributions and states that certain investment-committee members are not attributed beneficial ownership of securities directly held by specified funds.
What share counts were used to calculate the percentages in the filing?
Percentages are calculated using 50,268,758 shares outstanding as of May 9, 2025 and 11,735,565 shares sold in the issuer's public offering, as referenced in the filing.
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