Aura Biosciences, Inc. 8-K

What Happened

• Aura Biosciences (AURA) announced on April 30, 2026 that it entered a stock purchase agreement to repurchase, in a privately negotiated transaction, up to 6,922,870 shares of its common stock from Matrix Capital Management Master Fund, LP. The repurchase is conditioned on the closing of an underwritten equity offering the company announced on May 4, 2026.
• The repurchase price per share will equal the price at which underwriters purchase shares in the Equity Offering (announced May 4, 2026 at $5.64 per share). The Company expects to fund the repurchase from net proceeds of the Equity Offering in excess of $200 million (after underwriting discounts/commissions). Closing of the repurchase is expected no earlier than two business days after the Equity Offering closes and the repurchased shares will become authorized but unissued.

Key Details

• Repurchase agreement date: April 30, 2026; Equity Offering price announced: $5.64 per share (May 4, 2026).
• Shares subject to repurchase: up to 6,922,870 (Matrix held ~10.8% of outstanding shares prior to these transactions based on April 15, 2026 share count).
• Funding condition: net proceeds from Equity Offering in excess of $200 million (inclusive of any exercised overallotment).
• Preliminary cash position: approximately $114.7 million in cash, cash equivalents and marketable securities as of March 31, 2026 (unaudited).

Why It Matters

• The agreement could remove the shares held by Matrix from the public float if completed, potentially changing share ownership and supply. The repurchase is tied to a new equity offering, so investors should consider both the dilutive effect of the offering and the offset from the targeted buyback.
• The company’s preliminary liquidity snapshot (~$114.7M at March 31, 2026) provides context on near-term cash resources before the Equity Offering; this figure is unaudited and may change upon quarter-end accounting.
• The transaction was reviewed and approved by the Audit Committee (three independent directors) and the Board, but completion is conditional and not guaranteed.