Suvretta/Averill Disclose Shared Voting Power and Warrants in Aura (AURA)

Rhea-AI Filing Summary

Aura Biosciences disclosure: Suvretta Capital Management, LLC, Averill Master Fund, Ltd. and Aaron Cowen report shared beneficial ownership positions in Aura Biosciences common stock. Suvretta and Aaron Cowen each report 4,701,775 shares (7.6% of the class); Averill Master Fund reports 4,137,797 shares (6.6% of the class). Each reporting person states no sole voting or dispositive power and reports shared voting and dispositive power for the stated shares. The filing describes pre-funded warrants exercisable subject to a Maximum Percentage cap of 9.99%, which may be increased to up to 19.99% with written notice effective after 61 days; as a result, not all warrants are presently exercisable and the number of shares issuable upon exercise may change with changes in outstanding common stock. The securities reported are directly owned by advisory clients of Suvretta, and the reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest.

Positive

• Material stakes disclosed: Suvretta and Aaron Cowen each report 4,701,775 shares (7.6%) and Averill reports 4,137,797 shares (6.6%).
• Pre-funded warrants present potential additional equity: Warrants can be exercised subject to a defined Maximum Percentage framework, offering structured upside.
• Passive filing form: The Schedule 13G filing and certifications indicate the reported positions are presented as passive holdings rather than an intent to change control.

Negative

• No sole voting or dispositive power: Each reporting person reports 0 sole voting and dispositive power, limiting unilateral governance influence.
• Warrants not fully exercisable now: The pre-funded warrants are constrained by a 9.99% exercisability cap, and not all are presently exercisable, which limits immediate conversion/dilution.
• Beneficial ownership disclaimer: Reporting persons disclaim beneficial ownership except for pecuniary interest, which may complicate assessments of true economic control.

Insights

Financial Analyst

TL;DR: Three affiliated reporting persons hold meaningful stakes (6.6%–7.6%) with shared control and limited immediate exercisability of pre-funded warrants.

The filing shows Suvretta, Averill and Aaron Cowen as reporting persons with shared voting and dispositive power over material stakes: Suvretta and Cowen each report 4,701,775 shares (7.6%) while Averill reports 4,137,797 shares (6.6%). Important for capitalization and potential dilution: pre-funded warrants exist but are subject to a 9.99% exercisability cap (which the holder may increase up to 19.99% after notice), so immediate conversion is constrained and the future share count from exercises may vary with outstanding common stock. The Schedule 13G format and the certification indicate a passive reporting intent rather than an intent to change control.

Corporate Governance Expert

TL;DR: Shared voting/dispositive power over >6% stakes plus capped pre-funded warrants creates potential influence but with clear contractual limits on exercise and conversion.

The report highlights shared—rather than sole—control over the reported positions, which limits unilateral governance actions by any single reporting person. The pre-funded warrants introduce conditional upside but are explicitly limited by a Maximum Percentage constraint (9.99% initial cap, expandable to 19.99% after notice), and the filing states not all warrants are presently exercisable because of this restriction. Additionally, the securities are held by Suvretta advisory clients, and the reporting persons include disclaimers of beneficial ownership except for pecuniary interest, which is relevant when assessing immediate governance implications.

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, par value $0.00001 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

Suvretta Capital Management, LLC

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 4,701,775.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,701,775.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,701,775.00

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)

7.6 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 05153U107

1

Names of Reporting Persons

Averill Master Fund, Ltd.

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,137,797.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,137,797.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,137,797.00

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)

6.6 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 05153U107

1

Names of Reporting Persons

Aaron Cowen

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 4,701,775.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,701,775.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,701,775.00

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)

7.6 %

12

Type of Reporting Person (See Instructions)

HC, 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: Suvretta Capital Management, LLC Averill Master Fund, Ltd. Aaron Cowen
(b)	Address or principal business office or, if none, residence: Suvretta Capital Management, LLC 540 Madison Avenue, 7th Floor New York, New York 10022 United States of America Averill Master Fund, Ltd. c/o Maples Corporate Services Limited P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands Aaron Cowen 540 Madison Avenue, 7th Floor New York, New York 10022 United States of America
(c)	Citizenship: Suvretta Capital Management, LLC - Delaware Averill Master Fund, Ltd. - Cayman Islands Aaron Cowen - United States
(d)	Title of class of securities: Common Stock, par value $0.00001 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: Items 6 through 9 and 11 of each of the cover pages to this Schedule 13G are incorporated herein by reference. Set forth below is the aggregate number of shares of Common Stock directly held by Averill Master Fund, Ltd. (the "Fund"), which may be deemed to be indirectly beneficially owned by Suvretta Capital Management, LLC and Aaron Cowen, as well as Common Stock that may be acquired upon the exercise of pre-funded warrants with no expiration date with an exercise price of $0.00001 per share of Common Stock ("Pre-Funded Warrants"), subject to the limitations on exercise described below. The Pre-Funded Warrants are only exercisable to the extent that after giving effect to such exercise the holders thereof, their affiliates and any persons who are members of a Section 13(d) group with the holders or their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Exchange Act, no more than 9.99% of the outstanding Common Stock (the "Maximum Percentage"). By written notice to the Issuer, the Fund may from time to time increase or decrease the Maximum Percentage applicable to it to any other percentage not in excess of 19.99%, provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Issuer. As a result of this restriction, the Pre-Funded Warrants are not all presently exercisable and the number of shares of Common Stock that may be issued upon exercise of the Pre-Funded Warrants by the above holders may change depending upon changes in the outstanding Common Stock. Suvretta Capital Management, LLC - 4,701,775 Averill Master Fund, Ltd. - 4,137,797 Aaron Cowen - 4,701,775
(b)	Percent of class: Suvretta Capital Management, LLC - 7.6% Averill Master Fund, Ltd. - 6.6% Aaron Cowen - 7.6%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Suvretta Capital Management, LLC - 0 Averill Master Fund, Ltd. - 0 Aaron Cowen - 0
	(ii) Shared power to vote or to direct the vote: Suvretta Capital Management, LLC - 4,701,775 Averill Master Fund, Ltd. - 4,137,797 Aaron Cowen - 4,701,775
	(iii) Sole power to dispose or to direct the disposition of: Suvretta Capital Management, LLC - 0 Averill Master Fund, Ltd. - 0 Aaron Cowen - 0
	(iv) Shared power to dispose or to direct the disposition of: Suvretta Capital Management, LLC - 4,701,775 Averill Master Fund, Ltd. - 4,137,797 Aaron Cowen - 4,701,775
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. All of the securities reported in this Schedule 13G Amendment No. 1 are directly owned by advisory clients of Suvretta Capital Management, LLC. None of those advisory clients, other than Averill Master Fund, Ltd., may be deemed to beneficially own more than 5% of the Common Stock, par value $0.00001 per share.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Please see Exhibit B attached hereto.
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.

Suvretta Capital Management, LLC

Signature:	/s/ Andrew Nathanson
Name/Title:	Andrew Nathanson/General Counsel and Chief Compliance Officer
Date:	08/13/2025

Averill Master Fund, Ltd.

Signature:	/s/ Andrew Nathanson
Name/Title:	Andrew Nathanson/Authorized Signatory
Date:	08/13/2025

Aaron Cowen

Signature:	/s/ Aaron Cowen
Name/Title:	Aaron Cowen
Date:	08/13/2025

Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.

Exhibit Information

[Exhibit A - Joint Filing Agreement] [Exhibit B - Control Person Identification]

FAQ

How many AURA shares does Suvretta Capital report owning?

Suvretta Capital Management, LLC reports shared beneficial ownership of 4,701,775 shares, representing 7.6% of the class.

What stake does Averill Master Fund hold in Aura Biosciences (AURA)?

Averill Master Fund, Ltd. reports shared beneficial ownership of 4,137,797 shares, representing 6.6% of the class.

Do the reporting persons have sole voting or dispositive power over the shares?

No. Each reporting person reports 0 sole voting power and 0 sole dispositive power; they report shared voting and dispositive power for the stated shares.

What are the key terms of the pre-funded warrants mentioned in the filing?

The pre-funded warrants have an exercise price of $0.00001 per share and are exercisable only to the extent that exercise would not cause holders and affiliates to beneficially own more than a Maximum Percentage (initially 9.99%), which the holder may increase up to 19.99% with written notice effective after 61 days.

Are the reported securities owned directly or on behalf of others?

The filing states all reported securities are directly owned by advisory clients of Suvretta Capital; Averill Master Fund is identified as one such advisory client that beneficially owns more than 5%.