0000919574-25-004722.txt : 20250813 0000919574-25-004722.hdr.sgml : 20250813 20250813200100 ACCESSION NUMBER: 0000919574-25-004722 CONFORMED SUBMISSION TYPE: SCHEDULE 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20250813 DATE AS OF CHANGE: 20250813 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Aura Biosciences, Inc. CENTRAL INDEX KEY: 0001501796 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences EIN: 320271970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92997 FILM NUMBER: 251213704 BUSINESS ADDRESS: STREET 1: 80 GUEST STREET CITY: BOSTON STATE: MA ZIP: 02135 BUSINESS PHONE: (617)500-8864 MAIL ADDRESS: STREET 1: 80 GUEST STREET CITY: BOSTON STATE: MA ZIP: 02135 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUVRETTA CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001569064 ORGANIZATION NAME: EIN: 453704500 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G/A BUSINESS ADDRESS: STREET 1: 540 MADISON AVENUE STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127025204 MAIL ADDRESS: STREET 1: 540 MADISON AVENUE STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SCHEDULE 13G/A 1 primary_doc.xml SCHEDULE 13G/A 0000919574-25-002448 0001569064 XXXXXXXX LIVE 1 Common Stock, par value $0.00001 per share 06/30/2025 0001501796 Aura Biosciences, Inc. 05153U107 80 Guest Street Boston MA 02135 Rule 13d-1(c) Suvretta Capital Management, LLC b DE 0.00 4701775.00 0.00 4701775.00 4701775.00 N 7.6 IA OO Averill Master Fund, Ltd. b E9 0.00 4137797.00 0.00 4137797.00 4137797.00 N 6.6 CO Aaron Cowen b X1 0.00 4701775.00 0.00 4701775.00 4701775.00 N 7.6 HC IN Aura Biosciences, Inc. 80 Guest Street, Boston, MA 02135 Suvretta Capital Management, LLC Averill Master Fund, Ltd. Aaron Cowen Suvretta Capital Management, LLC 540 Madison Avenue, 7th Floor New York, New York 10022 United States of America Averill Master Fund, Ltd. c/o Maples Corporate Services Limited P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands Aaron Cowen 540 Madison Avenue, 7th Floor New York, New York 10022 United States of America Suvretta Capital Management, LLC - Delaware Averill Master Fund, Ltd. - Cayman Islands Aaron Cowen - United States Y Items 6 through 9 and 11 of each of the cover pages to this Schedule 13G are incorporated herein by reference. Set forth below is the aggregate number of shares of Common Stock directly held by Averill Master Fund, Ltd. (the "Fund"), which may be deemed to be indirectly beneficially owned by Suvretta Capital Management, LLC and Aaron Cowen, as well as Common Stock that may be acquired upon the exercise of pre-funded warrants with no expiration date with an exercise price of $0.00001 per share of Common Stock ("Pre-Funded Warrants"), subject to the limitations on exercise described below. The Pre-Funded Warrants are only exercisable to the extent that after giving effect to such exercise the holders thereof, their affiliates and any persons who are members of a Section 13(d) group with the holders or their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Exchange Act, no more than 9.99% of the outstanding Common Stock (the "Maximum Percentage"). By written notice to the Issuer, the Fund may from time to time increase or decrease the Maximum Percentage applicable to it to any other percentage not in excess of 19.99%, provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Issuer. As a result of this restriction, the Pre-Funded Warrants are not all presently exercisable and the number of shares of Common Stock that may be issued upon exercise of the Pre-Funded Warrants by the above holders may change depending upon changes in the outstanding Common Stock. Suvretta Capital Management, LLC - 4,701,775 Averill Master Fund, Ltd. - 4,137,797 Aaron Cowen - 4,701,775 Suvretta Capital Management, LLC - 7.6% Averill Master Fund, Ltd. - 6.6% Aaron Cowen - 7.6% Suvretta Capital Management, LLC - 0 Averill Master Fund, Ltd. - 0 Aaron Cowen - 0 Suvretta Capital Management, LLC - 4,701,775 Averill Master Fund, Ltd. - 4,137,797 Aaron Cowen - 4,701,775 Suvretta Capital Management, LLC - 0 Averill Master Fund, Ltd. - 0 Aaron Cowen - 0 Suvretta Capital Management, LLC - 4,701,775 Averill Master Fund, Ltd. - 4,137,797 Aaron Cowen - 4,701,775 Y N All of the securities reported in this Schedule 13G Amendment No. 1 are directly owned by advisory clients of Suvretta Capital Management, LLC. None of those advisory clients, other than Averill Master Fund, Ltd., may be deemed to beneficially own more than 5% of the Common Stock, par value $0.00001 per share. N Please see Exhibit B attached hereto. Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. [Exhibit A - Joint Filing Agreement] [Exhibit B - Control Person Identification] Suvretta Capital Management, LLC /s/ Andrew Nathanson Andrew Nathanson/General Counsel and Chief Compliance Officer 08/13/2025 Averill Master Fund, Ltd. /s/ Andrew Nathanson Andrew Nathanson/Authorized Signatory 08/13/2025 Aaron Cowen /s/ Aaron Cowen Aaron Cowen 08/13/2025 * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class. EX-99 2 d11956540_ex99-a.htm

 

 

Exhibit A

JOINT FILING AGREEMENT

The undersigned agree that this Schedule 13G Amendment No. 1 dated August 13, 2025 relating to the Common Stock, par value $0.00001 per share, of Aura Biosciences, Inc. shall be filed on behalf of the undersigned.

 

SUVRETTA CAPITAL MANAGEMENT, LLC

 

By: /s/ Andrew Nathanson

  Name: Andrew Nathanson
  Title:   General Counsel and Chief Compliance Officer

 

 

 

AVERILL MASTER FUND, LTD.

 

By: /s/ Andrew Nathanson

  Name: Andrew Nathanson
  Title:   Authorized Signatory

 

 

 

AARON COWEN

 

By: /s/ Aaron Cowen

 

 

 

 

 EX-99 3 d11956540_ex99-b.htm

 

Exhibit B

CONTROL PERSON IDENTIFICATION

Suvretta Capital Management, LLC is the relevant entity for which Aaron Cowen is the control person.