Aura Biosciences, Inc. Announces \$259 Million Public Offering of Common Stock and Pre-Funded Warrants

Key Highlights

• Offering Size: Aura Biosciences, Inc. (Nasdaq: AURA) is conducting a significant underwritten public offering comprising 39,591,000 shares of its common stock and pre-funded warrants to purchase up to 3,800,000 shares of common stock.
• Pricing: Each common share is priced at \$6.00. Each pre-funded warrant is offered at \$5.99999 per underlying share, with an exercise price of \$0.00001 per share.
• Underwriters: The offering is being led by Leerink Partners LLC, TD Securities (USA) LLC, and Evercore Group L.L.C. as joint bookrunners and representatives for the underwriters.
• Optional Shares: The underwriters have an option to purchase up to an additional 6,508,650 shares at the public offering price, potentially increasing the size of the raise.
• Estimated Net Proceeds: The company expects to receive approximately \$244.7 million in net proceeds after deducting underwriting discounts and commissions (6% rate) but before other transaction expenses.
• Stock Repurchase: Part of the proceeds may be used for a stock repurchase from Matrix Capital Management Master Fund, LP, as separately agreed.
• Nasdaq Listing: The common stock is listed on The Nasdaq Global Market under the symbol “AURA.” The company will also use reasonable efforts to maintain the listing and to have the warrant shares listed.
• Legal Opinion: Goodwin Procter LLP has provided a legal opinion regarding the validity of the shares and pre-funded warrants, filed as part of the Form 8-K.

Details of the Public Offering

On May 4, 2026, Aura Biosciences entered into an underwriting agreement with major investment banks to facilitate the issuance of 39,591,000 shares of common stock and pre-funded warrants for 3,800,000 shares. The offering is structured to allow certain investors to participate via pre-funded warrants, which are typically used to allow investors who would otherwise be restricted due to beneficial ownership limits to invest in the company.

Each share of common stock will be issued at \$6.00, and each pre-funded warrant at \$5.99999 (plus a negligible exercise price), making this a large capital raise for the company. Underwriters have a 30-day option to purchase up to an additional 6,508,650 shares to cover over-allotments.

The estimated net proceeds to Aura Biosciences from the offering, after underwriting discounts and commissions, are approximately \$244.7 million. The final net amount will be determined after deducting all related transaction expenses.

This capital raise is intended to bolster the company’s cash runway, support ongoing and future research and development, and may be used, in part, to fund a stock repurchase from Matrix Capital Management Master Fund, LP. The stock repurchase agreement was executed on April 30, 2026, and provides that a portion of the offering proceeds will be used to buy back shares from Matrix Capital, a significant shareholder.

Shareholder and Price-Sensitive Information

• Massive Dilution: The sale of nearly 40 million new shares represents a large increase in the total shares outstanding, and, if the over-allotment is exercised, could increase further. This is a significant dilution event for existing shareholders and is likely to impact share price in the short term, as the market digests the increase in float.
• Use of Proceeds: Investors should note that a portion of the proceeds is earmarked for a stock repurchase from a major shareholder, potentially seen as a positive for governance but, depending on the structure and necessity, could be viewed as a less efficient use of capital than investing in the business.
• Pre-Funded Warrants: The use of pre-funded warrants (with a de minimis exercise price) allows investors to quickly convert their warrants into shares, further increasing the potential for dilution.
• Lock-Up Agreements: The company and certain insiders have agreed not to sell or otherwise transfer shares for 90 days following the offering (subject to customary exceptions), which is intended to help stabilize the share price following the offering.
• Forward-Looking Statements: The company cautions that all forward-looking statements regarding the offering, use of proceeds, and business outlook are subject to risks and uncertainties, including market conditions, the completion of the repurchase, future financial results, and other factors outside the company’s control.
• Regulatory Compliance: The offering is registered under the company’s existing shelf registration statement on Form S-3 (File No. 333-278253) with the SEC, and all offering materials including the prospectus and final pricing supplement have been or will be filed as required.

Potential Impact on Share Price

This is a highly price-sensitive event for Aura Biosciences’ shareholders. The sheer size of the capital raise—which could expand the share count by more than 40%—and the use of proceeds for both business development and a significant share repurchase mean this announcement could have both positive and negative impacts:

• Negative: The dilution from new shares and warrants may put downward pressure on the stock in the short term.
• Positive: The substantial cash infusion strengthens Aura Biosciences’ balance sheet, potentially enabling accelerated growth, pipeline development, and acquisitions. The stock repurchase may also be viewed as a sign of confidence and an effort to optimize the capital structure.

The company is also subject to standard lock-up periods, compliance requirements, and indemnification clauses as part of the underwriting process.

Conclusion

Aura Biosciences’ \$259 million offering is a transformative event for the company, providing a significant war chest to execute its strategic priorities but also resulting in meaningful dilution to existing shareholders. Investors should monitor the company’s subsequent disclosures for details on the allocation of proceeds, progress of the business, and impacts to the shareholder base.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should consult their own financial advisors and review all regulatory filings before making investment decisions. Actual events and results may differ materially from those discussed or implied in this article due to various risks and uncertainties, including but not limited to those described in Aura Biosciences, Inc.’s filings with the SEC.

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