Aura Biosciences Inc美股招股说明书(2026-05-05版)

We are offering 39,591,000 shares of our common stock, par value $0.00001 per share, or common stock, and pre-funded warrants to purchase up to 3,800,000 shares ofour common stock, or the pre-funded warrants, (and the shares of common stock issuable from time to time upon exercise of the pre-funded warrants), pursuant to thisprospectus supplement and the accompanying prospectus. We expect to use approximately $39.0million of the net proceeds from this offering to repurchase 6,922,870shares of our common stock owned by Matrix Capital Management Master Fund, LP, or Matrix. The pre-funded warrants will be exercisable immediately and are exercisable for one share of our common stock. The purchase price of each pre-funded warrant is equalto the purchase price at which a share of our common stock is sold in this offering, minus $0.00001, and the exercise price of each pre-funded warrant is $0.00001 pershare of our common stock. Our common stock is listed on The Nasdaq Global Market under the symbol “AURA.” On May1, 2026, the last reported sale price for our common stock on TheNasdaq Global Market was $7.01 per share. There is no established public trading market for the pre-funded warrants, and we do not expect a market to develop. Inaddition, we do not intend to apply for listing of the pre-funded warrants on any securities exchange or recognized trading system. We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and, as such, we have elected to comply with certain reducedpublic company reporting requirements for this prospectus supplement and for future filings. See “Prospectus Supplement Summary—Implications of Being anEmerging Growth Company and Smaller Reporting Company.” (1)See “Underwriting” for a description of the compensation payable to the underwriters. We have granted the underwriters an option to purchase up to an additional 6,508,650 shares of common stock from us at the public offering price, less underwritingdiscounts and commissions, within 30 days from the date of this prospectus supplement. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on pageS-13 of this prospectussupplement and page 1 of the accompanying prospectus, and in the documents incorporated by reference herein. You should readthe entire prospectus supplement and the accompanying prospectus, including any information incorporated by reference,carefully, before investing in our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock and pre-funded warrants to purchasers on or about May5, 2026. Evercore ISI Leerink Partners Table of Contents TABLE OF CONTENTSPROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSUSE OF PROCEEDSDILUTIONDIVIDEND POLICYMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERSDESCRIPTION OF PRE-FUNDED WARRANTSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUS ABOUT THIS PROSPECTUSRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSOUR COMPANYUSE OF PROCEEDSSECURITIES THAT MAY BE OFFEREDDESCRIPTION OF CAPITAL STOCK Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of common stock andpre-funded warrants and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by referenceinto this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus dated April5, 2024, included in ourregistration statement on Form S-3 (File No.333-278253), along with the documents incorporated by reference therein, which provides more generalinformation, some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to both parts of this documentcombined. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in theaccompanying prospectus or in any document incorporated by reference that was filed with the Securities and Exchange Commission, or the SEC,before the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement inone of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference inthe accompanying prospectus—the sta