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Aura Biosciences agrees to repurchase Matrix Capital's 6,922,870 shares at $5.64 offering price

Tickers AURA

Aura Biosciences agreed to buy back up to 6,922,870 shares from Matrix Capital at $5.64, the price of an equity offering it announced on May 4, 2026. The buyback comes out of the offering's proceeds, and the company put preliminary cash at $114.7 million as of March 31, 2026.

Key facts

Company
Aura Biosciences, Inc. (NASDAQ: AURA)
News type
Mergers
Primary source
Aura Biosciences, Inc. Form 8-K filed May 4, 2026 (SEC EDGAR)
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Aura Biosciences, Inc. (Nasdaq: AURA) entered into a stock purchase agreement on April 30, 2026 with Matrix Capital Management Master Fund, LP, which the filing calls Matrix. Under the Repurchase Agreement, Aura agreed to buy back up to 6,922,870 shares of its common stock in a privately negotiated transaction. The company reported the deal in a Form 8-K filed May 4, 2026.

The price and the stake

Aura believes those shares are all the common stock Matrix held on the filing date. Before the offering and the repurchase, Matrix held about 10.8% of Aura's outstanding common stock, based on shares outstanding as of April 15, 2026.

The repurchase price equals the price at which the underwriters will buy shares from Aura in an underwritten equity offering announced on May 4, 2026. The 8-K gives that offering price as $5.64. At that price, Aura expects to repurchase the 6,922,870 shares. The repurchased shares will become authorized but unissued. The 8-K does not give the size of the offering.

Where the money comes from

Aura expects to fund the repurchase with a portion of the net proceeds from the offering, after underwriting discounts and commissions, "that are in excess of $200 million." The filing says that figure includes any proceeds from the underwriters' option to buy additional shares. Money paid to Matrix does not go into Aura's operations, so the buyback reduces the amount left for the company's own use.

The repurchase is expected to close no earlier than two business days after the offering closes. It depends on the offering closing and on other conditions, and Aura says it cannot assure that the repurchase will occur on these terms, or at all.

Board review

The audit committee reviewed and approved the Repurchase Agreement and related arrangements. The committee is charged with reviewing related-party transactions and has three independent directors who are not affiliated with Matrix. On the committee's recommendation, the full board also approved the transaction. The 8-K does not explain why Aura is buying back the stake at the offering price.

Aura says the Repurchase Agreement will be filed as an exhibit to its Form 10-Q for the quarter ending June 30, 2026.

Preliminary cash

In Item 8.01, Aura estimates that cash, cash equivalents and marketable securities were approximately $114.7 million as of March 31, 2026. The company says the figure has not been audited, reviewed or compiled by its independent auditor, and that the actual amount may differ once the quarter's accounting is complete.

The annual report filed March 30, 2026 shows what that cash is set against. Research and development expense was $90.3 million for 2025, against $73.3 million for 2024. The company reported a net loss of $106.2 million for 2025, against $86.9 million, and used $84.7 million in operations, against $79.8 million. The report says Aura's auditors have issued a going concern audit opinion, and it lists the company's ability to continue as a going concern among its risks.

The company and the people named

Aura describes itself as a clinical-stage biotechnology company developing precision therapies for solid tumors that preserve organ function. Its lead candidate, bel-sar, is in the global Phase 3 CoMpass trial for first-line treatment of early choroidal melanoma and is also in development for other ocular cancers and bladder cancer. In a Phase 2 study of 22 patients, the annual report says, bel-sar controlled tumors in 8 of 10 patients who met the Phase 3 criteria, a small group. The FDA's agreement to a Special Protocol Assessment for the Phase 3 design does not guarantee any outcome, the report adds.

Matrix Capital Management Master Fund, LP is the selling holder. Chief Financial and Business Officer Anthony Gibney, listed as principal financial officer, signed the 8-K. The 8-K does not name the underwriters of the offering.

What the 8-K leaves out

The 8-K gives no offering size, no net proceeds figure and no underwriter names. It does not say how much of the offering will remain for operations after the Matrix payment, or give a cash runway. The preliminary cash figure is unaudited, and the Repurchase Agreement is to be filed only with the 10-Q.

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