AURA · Aura Biosciences, Inc.

This 8-K discloses a material, conditional share repurchase agreement that directly impacts Aura Biosciences’ capital structure and shareholder composition. The planned repurchase of 6.92 million shares — representing all shares held by Matrix Capital and ~10.8% of Aura’s pre-transaction outstanding common stock — signals a strategic reduction in a significant shareholder position, potentially reducing overhang and consolidating ownership. Critically, the transaction is fully contingent on the successful closing of the concurrent $200+ million equity offering, introducing execution risk: if the offering fails or is scaled back, the repurchase will not occur. The $5.64 per-share price anchors the repurchase to the offering price, eliminating valuation uncertainty but also linking it entirely to market reception of the new capital raise. Approval by the independent Audit Committee and full Board underscores governance rigor, particularly given Matrix’s status as a related party. Concurrently, the preliminary cash balance of $114.7 million as of March 31, 2026 — disclosed under Item 8.01 — provides near-term liquidity context: while sufficient to support operations, it falls short of the ~$39.0 million gross cost of the repurchase ($6.92M × $5.64), confirming the company’s stated reliance on the equity offering proceeds. The forward-looking cautionary language reinforces material uncertainty — investors must assess both the likelihood of the offering’s success and the implications of Matrix’s exit on future trading dynamics and potential voting influence.