Amendment: SEC Form SCHEDULE 13D/A filed by Aura Biosciences Inc.
$AURA
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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Aura Biosciences, Inc. (Name of Issuer) |
Common Stock, par value $0.00001 per share (Title of Class of Securities) |
05153U107 (CUSIP Number) |
Joseph Downing Matrix Capital Management Company LP, 1000 Winter Street, Suite 4500 Waltham, MA, 02451 603-956-9145 Ele Klein & Adriana Schwartz Schulte Roth & Zabel LLP, 919 Third Avenue New York, NY, 10022 212-756-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/16/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 05153U107 |
| 1 |
Name of reporting person
Matrix Capital Management Company LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
6,922,870.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
11.17 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. | 05153U107 |
| 1 |
Name of reporting person
David E. Goel | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
6,922,870.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
11.17 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.00001 per share | |
| (b) | Name of Issuer:
Aura Biosciences, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
80 GUEST STREET, BOSTON,
MASSACHUSETTS
, 02135. | |
Item 1 Comment:
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (the "Amendment No. 3"). This Amendment No. 3 amends and restates Item 5(a) and supplements Items 6 and 7, as set forth below. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Common Stock and percentages of the Common Stock beneficially owned by each Reporting Person. The percentages used in this Schedule 13D as of the date hereof are calculated based upon 61,960,877 shares of Common Stock outstanding, as disclosed in the Issuer's prospectus supplement filed pursuant to Rule 424(b)(5) with the SEC on May 16, 2025, after giving effect to the completion of the offering, as described therein (the "2025 Offering"). | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
In connection with the 2025 Offering, on May 16, 2025, the Matrix Fund entered into a lock-up agreement with the underwriters of the 2025 Offering that restrict its ability to sell or transfer its shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock until the 90th day after the date of the Underwriting Agreement entered into by the Issuer in connection with the 2025 Offering without the prior written consent of the representatives of the underwriters that participated in the 2025 Offering, subject to certain exceptions (the "2025 Offering Lock-Up Agreement").
The foregoing description of the 2025 Offering Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the 2025 Offering Lock-Up Agreement which is attached hereto as Exhibit F and is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit F: Form of the 2025 Offering Lock-Up Agreement (incorporated herein by reference to Exhibit I to Exhibit 1.1 to the Issuer's Current Report on Form 8-K filed with the SEC on May 16, 2025). | ||
| 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.
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