Aura Biosciences, Inc.
For the period ended Aug 5, 2026. Filed Jun 29, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 5, 2026 · Filed Jun 29, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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| ☐ | Fee paid previously with preliminary materials |
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80 Guest Street
Boston, MA 02135
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held August 5, 2026
Notice is hereby given that a Special Meeting of Stockholders, or the Special Meeting, of Aura Biosciences, Inc., or the Company, will be held online on August 5, 2026 at 9:30 a.m. Eastern Time. You may attend the meeting virtually via the Internet at www.virtualshareholdermeeting.com/AURA2026SM for the purpose of considering and voting upon the following:
To approve an amendment to the Company’s Tenth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 to 500,000,000;
To approve Amendment No. 1 to the Company’s 2021 Stock Option and Incentive Plan; and
To transact any other business properly brought before the Special Meeting or any adjournment or postponement of the Special Meeting.
Only Aura Biosciences, Inc. stockholders of record at the close of business on June 12, 2026 will be entitled to vote at the Special Meeting and any adjournment or postponement thereof.
Our proxy materials are first being mailed to our stockholders on or about June 29, 2026.
Please see the “General Information” section of the proxy statement that accompanies this notice for more details regarding the logistics of the virtual Special Meeting, including the ability of stockholders to submit questions during the Special Meeting, and technical details and support related to accessing the virtual platform.
Your vote is important. Whether or not you expect to attend the virtual meeting, it is important that your shares be represented. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the meeting, by submitting your proxy via the Internet at the address listed on the proxy card, or by signing, dating and returning the proxy card. Even if you have voted by proxy, you may still vote at the virtual meeting. Please note, however, that if your shares are held through a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.
By order of the Board of Directors,
/s/ Natalie Holles
Natalie Holles
Chief Executive Officer and President
Boston, MA
June 29, 2026
Table of Contents
Page
| PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS | 1 |
|---|---|
| GENERAL INFORMATION | 2 |
| PROPOSAL NO. 1 – APPROVAL OF AN AMENDMENT TO OUR TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK FROM 150,000,000 TO 500,000,000 | 6 |
| PROPOSAL NO. 2 – APPROVAL OF AMENDMENT NO. 1 TO THE AURA BIOSCIENCES, INC. 2021 STOCK OPTION AND INCENTIVE PLAN | 9 |
| NON-EMPLOYEE DIRECTOR COMPENSATION | 16 |
| EXECUTIVE COMPENSATION | 18 |
| PRINCIPAL STOCKHOLDERS | 24 |
| HOUSEHOLDING | 28 |
| STOCKHOLDER PROPOSALS | 28 |
| OTHER MATTERS | 28 |
| APPENDIX A – CHARTER AMENDMENT | A-1 |
| APPENDIX B – 2021 STOCK OPTION AND INCENTIVE PLAN | B-1 |
| APPENDIX C – AMENDMENT NO. 1 TO THE 2021 STOCK OPTION AND INCENTIVE PLAN | C-1 |
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