STOCK TITAN

Chen Yu and TCG Crossover report combined 9.9% stake in Aura Biosciences (AURA)

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

Aura Biosciences, Inc. ownership disclosure: a group of TCG Crossover entities and Chen Yu report shared beneficial ownership positions in Common Stock following an underwritten offering that closed on May 5, 2026.

The filing shows Chen Yu (through affiliated funds and GPs) holds 9,533,333 shares (listed as 9.9%) on the cover page and each TCG fund/entity is shown with ~4,766,666–4,766,667 shares (~5.0% each). The disclosure excludes aggregate 3,800,000 shares subject to Pre-Funded Warrants not exercisable within 60 days because of a 9.99% Beneficial Ownership Limitation. The filing cites a base share reference of 103,178,777 shares outstanding as of May 5, 2026, and an adjusted denominator of 96,255,907 derived by subtracting 6,922,870 shares assuming a repurchase described in the prospectus.

Positive

  • None.

Negative

  • None.
Chen Yu beneficial ownership 9,533,333 shares reported as <b>9.9%</b> on the cover page
Per-fund holdings 4,766,666–4,766,667 shares each TCG Crossover fund/GP shown as ~<b>5.0%</b>
Shares outstanding (prospectus basis) 103,178,777 shares outstanding as of <date> <b>May 5, 2026</b>
Adjusted denominator used 96,255,907 shares 103,178,777 minus assumed repurchase of <b>6,922,870</b>
Pre-Funded Warrant shares excluded 3,800,000 shares aggregate pre-funded warrants not exercisable within 60 days due to 9.99% limit
Pre-Funded Warrants financial
"This total excludes 1,900,000 shares of Common Stock subject to Pre-Funded Warrants"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Beneficial Ownership Limitation regulatory
"may not be exercised to the extent that doing so would result in beneficially owning more than 9.99 percent"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Schedule 13G regulatory
"This joint statement on is being filed by TCG Crossover Fund II, L.P."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Shared Dispositive Power financial
"Shared Dispositive Power 4,766,667.00"





05153U107

(CUSIP Number)
05/05/2026

(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




Comment for Type of Reporting Person: These securities are held of record by TCG Crossover II (as defined in Item 2(a) below). TCG Crossover GP II (as defined in Item 2(a) below) is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities. This total excludes 1,900,000 shares of Common Stock subject to Pre-Funded Warrants (the Pre-Funded Warrants) which are not exercisable within 60 days of this Statement because the Pre-Funded Warrants may not be exercised to the extent that doing so would result in the holder of the Pre-Funded Warrants and (together with the holder's affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates) beneficially owning more than 9.99 percent of the shares of Common Stock then outstanding immediately after giving effect to such exercise (the Beneficial Ownership Limitation). Based on 96,255,907 shares of Common Stock, as follows: (a) 103,178,777 outstanding as of May 5, 2026, following the underwritten offering that closed on May 5, 2026 (the Offering), as reported by the Issuer (as defined in Item 1(a) below) in its prospectus filed with the United States Securities and Exchange Commission (the Commission) on May 7, 2026 (the Prospectus), minus (b) 6,922,870 shares of Common Stock assuming completion of the Stock Repurchase (as defined in the Prospectus).


SCHEDULE 13G




Comment for Type of Reporting Person: These securities are held of record by TCG Crossover II. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities. This total excludes 1,900,000 shares of Common Stock subject to Pre-Funded Warrants which are not exercisable within 60 days of this Statement due to the Beneficial Ownership Limitation. Based on 96,255,907 shares of Common Stock, as follows: (a) 103,178,777 outstanding as of May 5, 2026, following the Offering, as reported by the Issuer in the Prospectus, minus (b) 6,922,870 shares of Common Stock assuming completion of the Stock Repurchase (as defined in the Prospectus).


SCHEDULE 13G




Comment for Type of Reporting Person: These securities are held of record by TCG Crossover III (as defined in Item 2(a) below). TCG Crossover GP III (as defined in Item 2(a) below) is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to these securities. This total excludes 1,900,000 shares of Common Stock subject to Pre-Funded Warrants which are not exercisable within 60 days of this Statement due to the Beneficial Ownership Limitation. Based on 96,255,907 shares of Common Stock, as follows: (a) 103,178,777 outstanding as of May 5, 2026, following the Offering, as reported by the Issuer in the Prospectus, minus (b) 6,922,870 shares of Common Stock assuming completion of the Stock Repurchase (as defined in the Prospectus).


SCHEDULE 13G




Comment for Type of Reporting Person: These securities are held of record by TCG Crossover III. TCG Crossover GP III is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to these securities. This total excludes 1,900,000 shares of Common Stock subject to Pre-Funded Warrants which are not exercisable within 60 days of this Statement due to the Beneficial Ownership Limitation. Based on 96,255,907 shares of Common Stock, as follows: (a) 103,178,777 outstanding as of May 5, 2026, following the Offering, as reported by the Issuer in the Prospectus, minus (b) 6,922,870 shares of Common Stock assuming completion of the Stock Repurchase (as defined in the Prospectus).


SCHEDULE 13G




Comment for Type of Reporting Person: Consists of (i) 4,766,667 shares of Common Stock held of record by TCG Crossover II and (ii) 4,766,666 shares of Common Stock held of record by TCG Crossover III. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to the securities held of record by TCG Crossover II. TCG Crossover GP III is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to the securities held of record by TCG Crossover III. Chen Yu is the sole managing member of each of TCG Crossover GP II and TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to the securities held of record by TCG Crossover II and TCG Crossover III. This total excludes an aggregate of 3,800,000 shares of Common Stock subject to Pre-Funded Warrants held of record by TCG Crossover II and held of record by TCG Crossover III which are not exercisable within 60 days of this Statement due to the Beneficial Ownership Limitation. Based on 96,255,907 shares of Common Stock, as follows: (a) 103,178,777 outstanding as of May 5, 2026, following the Offering, as reported by the Issuer in the Prospectus, minus (b) 6,922,870 shares of Common Stock assuming completion of the Stock Repurchase (as defined in the Prospectus).


SCHEDULE 13G



TCG Crossover GP II, LLC
Signature:/s/ Craig Skaling
Name/Title:Craig Skaling, Authorized Signatory
Date:05/12/2026
TCG Crossover Fund II, L.P.
Signature:/s/ Craig Skaling
Name/Title:Craig Skaling, Authorized Signatory
Date:05/12/2026
TCG Crossover GP III, LLC
Signature:/s/ Craig Skaling
Name/Title:Craig Skaling, Authorized Signatory
Date:05/12/2026
TCG Crossover Fund III, L.P.
Signature:/s/ Craig Skaling
Name/Title:Craig Skaling, Authorized Signatory
Date:05/12/2026
Chen Yu
Signature:/s/ Craig Skaling
Name/Title:Craig Skaling, as Attorney-in-Fact for Chen Yu
Date:05/12/2026
Exhibit Information

Exhibit 1 - Joint Filing Agreement

FAQ

What ownership percentage does Chen Yu report in Aura Biosciences (AURA)?

Chen Yu reports beneficial ownership of 9.9% consisting of 9,533,333 shares. This combines holdings reported of record by TCG Crossover II and TCG Crossover III and excludes 3,800,000 pre-funded warrant shares subject to a 9.99% limit.

How many shares do the TCG Crossover funds report owning in AURA?

Each TCG Crossover fund/entity reports roughly 4,766,666–4,766,667 shares, shown as about 5.0% of the class. Those figures appear in the cover rows for TCG Crossover II/III and their GP entities.

What is the Beneficial Ownership Limitation referenced in the filing?

The filing notes a 9.99% Beneficial Ownership Limitation that prevents exercise of certain Pre‑Funded Warrants within 60 days if exercise would exceed that threshold. 3,800,000 Pre‑Funded Warrant shares are excluded from the reported totals for this reason.

What share counts does the filing use as the basis for percentage calculations?

The filing references 103,178,777 shares outstanding as of May 5, 2026 following the Offering, then uses an adjusted denominator of 96,255,907 (103,178,777 minus 6,922,870) reflecting an assumed Stock Repurchase in the prospectus.