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

(Amendment No.     )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

AURA BIOSCIENCES, INC.

(Name of registrantRegistrant as specified in its charter)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):

AURA BIOSCIENCES, INC.

85 Bolton80 Guest Street

Cambridge,Boston, MA 0214002135

NOTICE OF 20222024 ANNUAL MEETING OF STOCKHOLDERS

To be held June 15, 202220, 2024

Notice is hereby given that the 20222024 Annual Meeting of Stockholders, or Annual Meeting, of Aura Biosciences, Inc., will be held online on June 15, 202220, 2024 at 10:9:30 a.m. Eastern Time. The safety of our stockholders is important to us, and given the continuing concerns resulting from the COVID-19 pandemic, thisThis year’s Annual Meeting will be held virtually. You may attend the meeting virtually via the Internet at www.virtualshareholdermeeting.com/AURA2022AURA2024 where you will be able to vote electronically and submit questions. You will need the 16-digit control number included with the Notice of Internet Availability of Proxy Materials being mailed to you separately in order to attend the Annual Meeting. The purpose of the Annual Meeting is the following:

The proposal for the election of directors relates solely to the election of threetwo Class IIII directors nominated by the boardBoard of directors.Directors.

Only Aura Biosciences, Inc. stockholders of record at the close of business on April 18, 2022,22, 2024, will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof.

Aura Biosciences, Inc. is following the Securities and Exchange Commission’s “Notice and Access” rule that allows companies to furnish their proxy materials by posting them on the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials, or the Notice, instead of a paper copy of the accompanying proxy statement and our Annual Report to Stockholders for the fiscal year ended December 31, 2021,2023, or 20212023 Annual Report. We plan to mail the Notice on or about April 28, 2022,25, 2024 and it contains instructions on how to access both the 20212023 Annual Report and accompanying proxy statement over the Internet. This method provides our stockholders with expedited access to proxy materials and not only lowers the cost of printing and distribution but also reduces the environmental impact of the Annual Meeting. If you would like to receive a print version of the proxy materials, free of charge, please follow the instructions on the Notice.

Please see the “General Information” section of the proxy statement that accompanies this notice for more details regarding the logistics of the virtual Annual Meeting, including the ability of stockholders to submit questions during the Annual 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.

Table of Contents

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AURA BIOSCIENCES, INC.

80 Guest Street

Boston, MA 02135

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 20, 2024

This proxy statement contains information about the 2024 Annual Meeting of Stockholders, or the Annual Meeting, of Aura Biosciences, Inc., which will be held online on June 20, 2024 at 9:30 a.m. Eastern Time. This year’s Annual Meeting will be held virtually. You may attend the Annual Meeting virtually via the Internet at www.virtualshareholdermeeting.com/AURA2024, where you will be able to vote electronically and submit questions. You will need the 16-digit control number included with the Notice of Internet Availability of Proxy Materials, or Notice, or proxy card being mailed to you separately in order to attend the Annual Meeting. The board of directors of Aura Biosciences, Inc., or the Board of Directors, is using this proxy statement to solicit proxies for use at the Annual Meeting. In this proxy statement, the terms “Aura,” “Aura Biosciences,” the “Company,” “we,” “us,” and “our” refer to Aura Biosciences, Inc. The mailing address of our principal executive offices is Aura Biosciences, Inc., 80 Guest Street, Boston, MA 02135.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our Board of Directors with respect to each of the matters set forth in this proxy statement and the accompanying proxy card. You may revoke your proxy at any time before it is exercised at the meeting by giving our Corporate Secretary written notice to that effect.

This proxy statement and our 2023 Annual Report to Stockholders for the fiscal year ended December 31, 2023, or the 2023 Annual Report, are first being made available to stockholders on or about April 25, 2024.

We are an “emerging growth company” under applicable federal securities laws and therefore permitted to conform with certain reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, including the compensation disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering in November 2021; (ii) the last day of the fiscal year in which our total annual gross revenue is equal to or more than $1.235 billion; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission, or the SEC. Even after we are no longer an “emerging growth company,” we may remain a “smaller reporting company.”

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Stockholders to be Held on June 20, 2024:

This proxy statement and our 2023 Annual Report to Stockholders are

available for viewing, printing and downloading at www.ProxyVote.com/.

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A copy of this proxy statement and our 2023 Annual Report, as filed with the SEC, except for exhibits, will be furnished without charge to any stockholder upon written request to Aura Biosciences, Inc., 80 Guest Street, Boston, MA 02135, Attention: Corporate Secretary. This proxy statement and our 2023 Annual Report are also available on the SEC’s website at www.sec.gov.

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AURA BIOSCIENCES, INC.

85 Bolton Street

Cambridge, MA 02140

PROXY STATEMENT

FOR THE 20222024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 15, 2022

This proxy statement contains information about the 2022 Annual Meeting of Stockholders, or the Annual Meeting, of Aura Biosciences, Inc., which will be held online on June 15, 2022 at 10:30 a.m. Eastern Time. The safety of our stockholders is important to us, and given the continuing concerns resulting from the COVID-19 pandemic, this year’s Annual Meeting will be held virtually. You may attend the Annual Meeting virtually via the Internet atwww.virtualshareholdermeeting.com/AURA2022, where you will be able to vote electronically and submit questions. You will need the 16-digit control number included with the Notice of Internet Availability of Proxy Materials being mailed to you separately in order to attend the Annual Meeting. The board of directors of Aura Biosciences, Inc. is using this proxy statement to solicit proxies for use at the Annual Meeting. In this proxy statement, the terms “Aura,” “Aura Biosciences,” the “Company,” “we,” “us,” and “our” refer to Aura Biosciences, Inc. The mailing address of our principal executive offices is Aura Biosciences, Inc., 85 Bolton Street, Cambridge, MA 02140.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our board of directors with respect to each of the matters set forth in this proxy statement and the accompanying proxy card. You may revoke your proxy at any time before it is exercised at the meeting by giving our corporate secretary written notice to that effect.

This proxy statement and our 2021 Annual Report to Stockholders on Form 10-K for the fiscal year ended December 31, 2021, or the 2021 Annual Report, are first being made available to stockholders on or about April 28, 2022.

We are an “emerging growth company” under applicable federal securities laws and therefore permitted to conform with certain reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, the JOBS Act, including the compensation disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended, the Exchange Act. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering in November 2021; (ii) the last day of the fiscal year in which our total annual gross revenue is equal to or more than $1.07 billion; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission, or the SEC. Even after we are no longer an “emerging growth company,” we may remain a “smaller reporting company.”

Who is entitled to vote?

Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or vote on your own behalf at our virtual Annual Meeting. Throughout this proxy statement, we refer to these registered stockholders as “stockholders of record.”

Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the proxy materials were forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. Beneficial owners are also invited to attend our virtual Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock on your own behalf at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. Note you should also be receiving a voting instruction form for you to use from your broker. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”

How do I vote?

If you are a stockholder of record, there are four ways to vote:

Even if you plan to participate in our virtual Annual Meeting, we recommend that you also vote by proxy so that your vote will be counted if you later decide not to participate in the Annual Meeting.

If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning an instruction card or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee. As discussed above, if you are a street name stockholder, you may not vote your shares on your own behalf at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

If you complete and timely submit your proxy before the Annual Meeting, the persons named as proxies will vote the shares represented by your proxy in accordance with your instructions. If you submit a proxy without giving voting instructions, your shares will be voted in the manner recommended by the boardBoard of directorsDirectors on all matters presented in this proxy statement, and as the persons named as proxies may determine in their discretion with respect to any other matters properly presented at the Annual Meeting. You may also authorize another person or persons to act for you as proxy in a writing, signed by you or your authorized representative, specifying the details of those proxies’ authority. The original writing must be given to each of the named proxies, although it may be sent to them by electronic transmission if, from that transmission, it can be determined that the transmission was authorized by you.

If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in your proxy and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting.

How do I revoke my proxy?

You may revoke your proxy by (1) entering a new vote by mail that we receive before the start of the Annual Meeting or over the Internet or via telephone, (2) attending and voting at the Annual Meeting online (although attendance at the Annual Meeting will not in and of itself revoke a proxy), or (3) by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with our Corporate Secretary. Any written notice of revocation or subsequent proxy card must be received by our Corporate Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be sent to our principal executive offices at Aura Biosciences, Inc., 85 Bolton80 Guest Street, Cambridge,Boston, MA 02140,02135, Attention: Corporate Secretary.

If a broker, bank, or other nominee holds your shares, you must contact such broker, bank, or nominee in order to find out how to change your vote.

How is a quorum reached?

Our Amended and Restated Bylaws, or bylaws, provide that a majority of the shares entitled to vote, present in person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.

Under the Delaware General Corporation Law, or the DGCL, shares that are voted “abstain” or “withheld” and broker “non-votes” are counted as present for purposes of determining whether a quorum is present at the Annual Meeting. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.

How is the vote counted?

Under our bylaws, any proposal other than an election of directors is decided by a majority of the votes properly cast for and against such proposal, except where a larger vote is required by law or by our Tenth Amended and Restated Certificate of Incorporation, or certificate of incorporation, or bylaws. To be approved, such proposals must receive “for” votes from a majority of the votes properly cast on such proposal. Abstentions and broker “non-votes” are not included in the tabulation of the voting results on any such proposal and, therefore, do not have an impact on such proposals. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item, and has not received instructions from the beneficial owner.

To be elected, the directors nominated via Proposal No. 1 must receive a plurality of the votes properly cast and entitled to vote on the proposal,election of directors, meaning that the director nominees receiving the most “for” votes will be elected. Shares votingelected as directors. Votes that are “withheld” and broker non-votes will have no effectimpact on the election of directors.

To approve an amendment to our certificate of incorporation to reflect DGCL provisions regarding exculpation of officers, Proposal No. 2 must receive “for” votes from a majority of the outstanding shares of capital stock entitled to vote. Abstentions and broker non-votes, if any, will have the same effect as a vote “against” Proposal No. 2.

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, Proposal No. 3 must receive “for” votes from a majority of the votes properly cast on such proposal. Abstentions and broker non-votes, if any, will have no impact on the outcome of this vote.

Who pays the cost for soliciting proxies?

We are making this solicitation and will pay the entire cost of preparing and distributing our proxy materials and soliciting votes. If you choose to access the proxy materials or vote over the Internet, you are responsible for any Internet access charges that you may incur. Our officers and employees may, without compensation other than their regular compensation, solicit proxies through further mailings, personal conversations, facsimile transmissions, e-mails or otherwise. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning and tabulating the proxies.

How may stockholders submit matters for consideration at an Annual Meeting?

The required notice must be in writing and received by our corporate secretaryCorporate Secretary at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. However, in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the preceding year’s annual meeting, or if no annual meeting were held in the preceding year, a stockholder’s notice must be so received no earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the tenth day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs.

In addition, any stockholder proposal intended to be included in the proxy statement for the next annual meeting of our stockholders in 20232025 must also satisfy the requirements of SEC Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or the Exchange Act and be received not later than December 29, 2022.26, 2024. If the date of the annual meeting is moved by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, then notice must be received within a reasonable time before we begin to print and send proxy materials. If that happens, we will publicly announce the deadline for submitting a proposal in a press release or in a document filed with the SEC.

To comply with the universal proxy rules, (once effective), stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 16, 2023.21, 2025. Stockholder proposals and the required notice should be addressed to Aura Biosciences, Inc., 85 Bolton80 Guest Street, Cambridge,Boston, MA 02140,02135, Attention: Corporate Secretary. We also encourage any such proposal be submitted via email to proxy@aurabiosciences.com.

How can I find out the results of the voting at the Annual Meeting?

We plan to announce preliminary voting results at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K, or Form 8-K, that we expect to file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

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PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORIII DIRECTORS

Our boardBoard of directorsDirectors currently consists of eightseven members. In accordance with the terms of our certificate of incorporation and bylaws, our boardBoard of directorsDirectors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows:

Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires.

Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our boardBoard of directors.Directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two thirds (2/3) or more of the outstanding shares then entitled to vote in an annual election of directors and that any vacancy on our boardBoard of directors,Directors, including a vacancy resulting from an enlargement of our boardBoard of directors,Directors, may be filled only by vote of a majority of our directors then in office.

Our boardBoard of directorsDirectors has nominated Elisabet de los Pinos,each of Antony Mattessich and Sapna Srivastava, Ph.D., Giovanni Mariggi, Ph.D., and Raj Parekh, Ph.D., for election as a Class IIII director at the Annual Meeting. The nominees are presently directors and have indicated a willingness to continue to serve as directors, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for substitute nominees selected by our boardBoard of directors.Directors.

Our Nominating and Corporate Governance Committee Policies and Procedures for Director Candidates or the Director Guidelines, provide that the value of diversity should be considered in determining director candidates as well as other factors such as a candidate’s character, judgment, skills, education, expertise and absence of conflicts of interest. However, we do not have a formal policy concerning the diversity of the boardBoard of directors.Directors. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established records of professional accomplishment, their ability to contribute positively to the collaborative culture among board members and their knowledge of our business and understanding of the competitive landscape in which we operate and adherence to high ethical standards. Although the nominatingNominating and corporate governance committeeCorporate Governance Committee does not have a formal diversity policy and does not follow any ratio or formula with respect to diversity in order to determine the appropriate composition of the boardBoard of directors,Directors, the nominatingNominating and corporate governance committeeCorporate Governance Committee and the full boardBoard of directorsDirectors are committed to creating a board of directors with diversity, including diversity of expertise, experience, background and gender and are committed to identifying, recruiting and advancing candidates offering such diversity in future searches.

In addition to the information presented below regarding each of the nominees and continuing directors’ specific experience, qualifications, attributes and skills that our boardBoard of directorsDirectors and our nominatingNominating and corporate governance committeeCorporate Governance Committee considered in determining that he or she should serve as a director, we also believe that each of our directors has demonstrated business acumen, integrity and an ability to exercise sound judgment, as well as a commitment of service to our companyCompany and our boardBoard of directors.Directors.

Nominee for Election as Class IIII Director

The following table identifies our director nominees, and sets forth their principal occupation and business experience during the last five years and age as of March 31, 2022.2024.

Elisabet de los Pinos, Ph.D., is our founder and Chief Executive Officer. Since our founding in January 2010, Dr. de los Pinos has led our strategy and operations and has spearheaded our fundraising efforts. Prior to founding Aura, she was a brand manager in Eli Lilly & Co.’s oncology business unit, where she was part of the leadership team responsible for the market launch in Europe of Alimta, a drug for the treatment of lung cancer. Earlier in her career, Dr. de los Pinos worked as a post-doctoral fellow at the Institute of Cancer Research at the University of London. She previously completed research fellowships at the Mount Sinai School of Medicine Institute of Molecular Medicine of New York University and at the Georgetown School of Medicine. She is a member of the board of overseers at the Museum of Science, Boston. Dr. de los Pinos has been named to Boston Business Journal’s 2009 “Top 40 under 40” list; as a Mass High Tech “Woman to Watch” in 2010; as a “Technology Pioneer” by the World Economic Forum in 2010; and as one of Goldman Sachs’s “100 Most Intriguing Entrepreneurs” in 2014. Dr. de los Pinos holds a Ph.D., magna cum laude, in Molecular Biology from the University of Barcelona and an M.B.A. from IE Business School.

Giovanni Mariggi, Ph.D.,Antony Mattessich has served as a member of our boardBoard of directorsDirectors since April 2019. Dr. MariggiSeptember 2021. Mr. Mattessich is currently the chief executive officer and a member of the co-founding teamboard of directors of Ocular Therapeutix, Inc. (Nasdaq: OCUL), a position he has held since August 2017. Prior to Ocular Therapeutix, Inc., beginning in 2009, he served in roles of increasing responsibility at Medicxi, having servedMundipharma International, including serving as managing director from May 2011 to August 2017. Prior to Mundipharma International, Mr. Mattessich ran the U.S. respiratory, dermatology and pediatrics group at Novartis AG (NYSE: NVS and NOVN), or Novartis. Before Novartis, Mr. Mattessich held several positions at Bristol-Myers Squibb, among them, managing director roles in Malaysia/Singapore and The Netherlands and head of operations for the International Medicines Group. Mr. Mattessich holds a Partner since October 2018Masters in International Affairs from Columbia University and a PrincipalB.A. from

The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our boardBoard of Directors may designate.

Vote Required and Board of Directors’ Recommendation

To be elected, the directors nominated via Proposal No. 1 must receive a plurality of the votes properly cast on the election of directors, may designate.meaning that the director nominees receiving the most “for” votes will be elected. Votes “withheld” and broker non-votes will also have no impact on the election of directors.

The boardBoard of directorsDirectors recommends voting “FOR” the election of Elisabet de los Pinos,Antony Mattessich and Sapna Srivastava, Ph.D., Giovanni Mariggi, Ph.D., and Raj Parekh, Ph.D., as Class IIII directors, to serve for a three-year term ending at the annual meeting of stockholders to be held in 2025.2027.

Directors Continuing in Office

The following table identifies our directors, and sets forth their principal occupation and business experience during the last five years and their ages as of March 31, 2022.2024.

Class I Directors (Terms Expire at 2025 Annual Meeting)

Elisabet de los Pinos, Ph.D., is our founder, Chief Executive Officer and President. Since our founding in January 2010, Dr. de los Pinos has led our strategy and operations and has spearheaded our fundraising efforts. Prior to our founding, she was a brand manager in Eli Lilly & Co.’s oncology business unit, where she was part of the leadership team responsible for the market launch in Europe of Alimta, a drug for the treatment of lung cancer. Earlier in her career, Dr. de los Pinos worked as a post-doctoral fellow at the Institute of Cancer Research at the University of London. She previously completed research fellowships at the Mount Sinai School of Medicine Institute of Molecular Medicine of New York University and at the Georgetown School of Medicine. She is a member of the board of overseers at the Museum of Science, Boston. Dr. de los Pinos has been named to Boston Business Journal’s 2009 “Top 40 under 40” list; as a Mass High Tech “Woman to Watch” in 2010; as a “Technology Pioneer” by the World Economic Forum in 2010; and as one of Goldman Sachs’s “100 Most Intriguing Entrepreneurs” in 2014. Dr. de los Pinos holds a Ph.D., magna cum laude, in Molecular Biology from the University of Barcelona and an M.B.A. from IE Business School.

Giovanni Mariggi, Ph.D., has served as a member of our Board of Directors since April 2019. Dr. Mariggi is a member of the co-founding team at Medicxi, having served as a partner since October 2018 and a principal from February 2016 to September 2018. Prior to Medicxi, Dr. Mariggi served in multiple roles at Index Ventures, or Index, over four years, ultimately serving as a principal from January 2015 to January 2016. Prior to joining Index, Dr. Mariggi worked at Cancer Research UK’s London Research Institute (now the Crick Institute) conducting research on vascular biology and angiogenesis, whilst also performing competitive intelligence projects as an independent consultant to various biopharma companies. He currently serves on the boards of a number of portfolio companies, including Vicebio Ltd, Vaderis AG and Ateda Therapeutics Limited. Dr. Mariggi holds a Ph.D. in Biochemistry and Molecular Biology from University College London and a B.Sc. in Biochemistry from Imperial College London. We believe Dr. Mariggi’s experience and background in the biopharmaceutical industry provides him with the appropriate set of skills to serve as a member of our Board of Directors.

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Raj Parekh, Ph.D., has served as a member of our Board of Directors since 2015. Dr. Parekh joined Advent Life Sciences LLP, or Advent, as a general partner in 2005, bringing over 20 years of experience in biomedical research and as an entrepreneur and investor. Since joining Advent, he has been involved with portfolio companies primarily engaged in the discovery of new medicines, including Avila Therapeutics, Inc., Aleta Biotherapeutics, Inc., Levicept Ltd., Artax Biopharma, Inc. and Amphista Therapeutics Limited. Earlier in his career, Dr. Parekh co-founded Oxford GlycoSciences, which was sold to UCB-Celltech. He then served as chairman of Galapagos NV, a member of the Supervisory Board of the Novartis Venture Fund and a founding director of Celldex Therapeutics. Dr. Parekh currently serves on the boards of directors of several portfolio companies, including Arrakis Therapeutics and Levicept Ltd. Previously, Dr. Parekh served on the board of directors of Eloxx Pharmaceuticals (formerly Nasdaq: ELOX; OTC: ELOX) from April 2021 to June 2022. Dr. Parekh holds a Ph.D. in Molecular Medicine and an M.A. in Biochemistry from Oxford University. We believe Dr. Parekh’s experience and background provides him with the appropriate set of skills to serve as a member of our Board of Directors.Dr. Parekh has notified the Company of his intention to resign as a member of the Board of Directors, effective on the date of the Annual Meeting. Dr. Parekh’s decision to resign from the Board of Directors did not result from any disagreement with the Company on any matter relating to our operations, policies or practices.

Class II Directors (Term Expires(Terms Expire at 20232026 Annual Meeting)

David (Dave) Johnson has served as a member of our boardBoard of directorsDirectors since January 2021. David Michael Johnson (Dave)He has 25 years of experience in biopharma. He is currently Founderthe biopharmaceutical space. Since July 2021, he has been founder and Chief Executive Officer (CEO)chief executive officer of Solve Therapeutics, Inc., a venture-backed start-up focused on developing next-generation monoclonal antibody (mAb)-based oncology therapeutics. Dave is also currently a partner at Velosity Capital, an early-stage venture group he founded in 2021.

Prior to Solve Therapeutics, DaveInc., Mr. Johnson was CEOchief executive officer of VelosBio Inc., which he founded in December 2017 based upon technology licensed from ThomasTom Kipps MD, PhD, of University of California-SanCalifornia, San Diego, and built out as a

There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us.

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PROPOSAL NO. 2 – APPROVAL OF AMENDMENT TO TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REFLECT DELAWARE GENERAL CORPORATION LAW PROVISIONS REGARDING EXCULPATION OF OFFICERS

Background and Reasons for the Proposed Charter Amendment

Aura’s stockholders are being asked to approve an amendment to the Company’s Tenth Amended and Restated Certificate of Incorporation to limit the liability of certain of our officers as permitted by the DGCL. We refer to this proposed amendment to our Tenth Amended and Restated Certificate of Incorporation as the “Charter Amendment” in this proxy statement.

Our Board of Directors has determined that it is in the best interests of the Company and our stockholders to amend our Tenth Amended and Restated Certificate of Incorporation.

Article VII of our Tenth Amended and Restated Certificate of Incorporation currently eliminates the monetary liability of directors in certain circumstances pursuant to and consistent with the DGCL. The State of Delaware amended Section 102(b)(7) of the DGCL in 2022 to allow Delaware corporations to extend similar protections to officers. Specifically, the amendments to the DGCL allow Delaware corporations to exculpate their officers for personal liability for breaches of the duty of care in certain circumstances. For both directors and officers, the liability limitation does not apply to breaches of the duty of loyalty, acts or omissions not in good faith or acts or omissions that involve intentional misconduct or a knowing violation of law or any transaction in which the director or officer derived an improper personal benefit. In addition, for officers, amended Section 102(b)(7) of the DGCL only permits exculpation for direct claims brought by stockholders, as opposed to claims brought by or on behalf of the Company (e.g., derivative claims).

Adopting an officer exculpation provision that aligns with the protections afforded under the DGCL could prevent protracted or otherwise meritless litigation that distracts from our primary objective of creating stockholder value over the long term. The nature of the role of directors and officers often requires them to make decisions on crucial matters. Frequently, directors and officers must make decisions in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. Our Board of Directors believes that limiting concern about personal liability will empower officers to best exercise their business judgment in furtherance of stockholder interests without the distraction of potentially being subject to claims following actions taken in good faith.

In addition, our Board of Directors believes it is important to provide protection to officers to the extent permitted by the DGCL to attract and retain executive talent. This protection has long been afforded to directors. Other public companies have updated their governing documents to align with amended Section 102(b)(7) of the DGCL, and we expect this practice to continue. The corporate law codes of several other states already permit corporations to exculpate officers in a similar manner to Section 102(b)(7) of the DGCL. Therefore, our ability to attract and retain highly qualified officer candidates may be adversely impacted if we do not implement the expanded protections now offered under the DGCL.

For the reasons stated above, in April 2024, our Board of Directors unanimously determined that the proposed Charter Amendment is advisable and in the best interest of Aura and our stockholders and authorized and approved the proposed Charter Amendment and directed that it be considered at the Annual Meeting. The Board of Directors believes the proposed Charter Amendment would better position Aura to attract top officer candidates and retain our current officers and enable the officers to exercise their business judgment in furtherance of the interests of the stockholders without the potential for distraction posed by the risk of personal liability.

The proposed Charter Amendment is not being proposed in response to any specific resignation, threat of resignation or refusal to serve by any officer.

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Text of Proposed Charter Amendment

To ensure we are able to attract and retain key officers and in an effort to reduce litigation costs associated with frivolous lawsuits, we propose to adopt Article X so that it would state in its entirety as follows:

“ARTICLE X

LIMITATION OF OFFICER LIABILITY

To the fullest extent permitted by the DGCL, an Officer (as defined below) of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as an officer of the Corporation, except for liability (a) for any breach of the Officer’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) for any transaction from which the Officer derived an improper personal benefit, or (d) arising from any claim brought by or in the right of the Corporation. If the DGCL is amended after the effective date of this Certificate to authorize corporate action further eliminating or limiting the personal liability of Officers, then the liability of an Officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. For purposes of this Article X, “Officer” shall mean an individual who has been duly appointed as an officer of the Corporation and who, at the time of an act or omission as to which liability is asserted, is deemed to have consented to service of process to the registered agent of the Corporation as contemplated by 10 Del. C. § 3114(b).

Any amendment, repeal or modification of this Article X by either of (i) the stockholders of the Corporation or (ii) an amendment to the DGCL, shall not adversely affect any right or protection existing at the time of such amendment, repeal or modification with respect to any acts or omissions occurring before such amendment, repeal or modification of a person serving as an Officer at the time of such amendment, repeal or modification.”

The proposed Charter Amendment is attached as Appendix A to this proxy statement.

Timing and Effect of the Charter Amendment

If the proposed Charter Amendment is approved by our stockholders, it will become effective immediately upon the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, which we expect to file promptly after the Annual Meeting. Other than the addition of Article X, the remainder of our Tenth Amended and Restated Certificate of Incorporation will remain unchanged after effectiveness of the Charter Amendment. If the proposed Charter Amendment is not approved by our stockholders, our Tenth Amended and Restated Certificate of Incorporation will remain unchanged. In accordance with the DGCL, the Board of Directors may elect to abandon the proposed Charter Amendment without further action by the stockholders at any time prior to the effectiveness of the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, notwithstanding stockholder approval of the proposed Charter Amendment.

Vote Required and Board of Directors’ Recommendation

To amend Aura’s Tenth Amended and Restated Certificate of Incorporation for the proposed Charter Amendment, this Proposal No. 2 must receive “for” votes from a majority of the outstanding shares of capital stock entitled to vote. Abstentions and broker non-votes, if any, will have the same effect as a vote “against” Proposal No. 2.

The Board of Directors recommends voting “FOR” Proposal No. 2 to amend Aura’s Tenth Amended and Restated Certificate of Incorporation.

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PROPOSAL NO. 3 – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS AURA BIOSCIENCES, INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 20222024

Aura’s stockholders are being asked to ratify the appointment by the audit committee of the board of directorsAudit Committee of Ernst & Young LLP as Aura’s independent registered public accounting firm for the fiscal year ending December 31, 2022.2024. Ernst & Young LLP has served as Aura’s independent registered public accounting firm since 2016.

The audit committeeAudit Committee is solely responsible for selecting Aura’s independent registered public accounting firm for the fiscal year ending December 31, 2022.2024. Stockholder approval is not required to appoint Ernst & Young LLP as Aura’s independent registered public accounting firm. However, the boardBoard of directorsDirectors believes that submitting the appointment of Ernst & Young LLP to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the audit committeeAudit Committee will reconsider whether to retain Ernst & Young LLP. If the selection of Ernst & Young LLP is ratified, the audit committee,Audit Committee, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of Aura and its stockholders.

A representative of Ernst & Young LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our stockholders.

Aura incurred the following fees from Ernst & Young LLP for the audit of the financial statements and for other services provided during the years ended December 31, 20212023 and 2020.2022.

During our 2023 and 2022 fiscal years, no services other than those discussed above were provided by Ernst & Young LLP.

Audit Committee Pre-approval Policy and Procedures

Our audit committeeAudit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by our audit committeeAudit Committee or the engagement is entered into pursuant to the pre-approval procedure described below.

From time to time, our audit committeeAudit Committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval details the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

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During our 20212023 and 20202022 fiscal years, no services were provided to us by Ernst & Young LLP other than in accordance with the pre-approval policies and procedures described above.

Vote Required and Board of Directors’ Recommendation

To ratify the appointment of Ernst & Young LLP as Aura Biosciences, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2024, this Proposal No. 3 must receive “for” votes from a majority of the votes properly cast on the proposal. Abstentions and broker non-votes, if any, will have no impact on the outcome of this vote.

The boardBoard of directorsDirectors recommends voting “FOR” Proposal No. 23 to ratify the appointment of Ernst & Young LLP as Aura Biosciences, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2022.2024.

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CORPORATE GOVERNANCE

Director Nomination Process

Our nominatingNominating and corporate governance committeeCorporate Governance Committee is responsible for identifying individuals qualified to serve as directors, consistent with criteria approved by our boardBoard of directors,Directors and recommending such persons to be nominated for election as directors, except where we are legally required by contract, law or otherwise to provide third parties with the right to nominate.

The process followed by our nominatingNominating and corporate governance committeeCorporate Governance Committee to identify and evaluate director candidates includes requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by management, recruiters, members of the committee and our boardBoard of directors.Directors. The qualifications, qualities and skills that our nominatingNominating and corporate governance committeeCorporate Governance Committee believes must be met by a committee-recommended nominee for a position on our boardBoard of directorsDirectors are as follows:

Stockholders may recommend individuals to the nominatingNominating and corporate governance committeeCorporate Governance Committee for consideration as potential director candidates. Any such proposals should be submitted to our corporate secretaryCorporate Secretary at our principal executive offices no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the one-year anniversary of the date of the preceding year’s annual meeting and should include appropriate biographical and background material to allow the nominating and corporate governance committee to properly evaluate the potential director candidate and the number of shares of our stock beneficially owned by the stockholder proposing the candidate. Stockholder proposals should be addressed to Aura Biosciences, Inc., 85 Bolton80 Guest Street, Cambridge,Boston, MA 02140,02135, Attention: Corporate Secretary. We also encourage any such proposal be submitted via email to proxy@aurabiosciences.com. Assuming that biographical and background material has been provided on a timely basis in accordance with our bylaws, any recommendations received from stockholders will be evaluated in the same manner as potential nominees proposed by the nominatingNominating and corporate governance committee.Corporate Governance Committee. If our boardBoard of directorsDirectors determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included on our proxy card for the next annual meeting of stockholders. See “Stockholder Proposals” for a discussion of submitting stockholder proposals.

Director Independence

Our common stock is listed on The Nasdaq Global Market, or the Nasdaq. Under the Nasdaq listing rules, independent directors must comprise a majority of a listed company’s board of directors within twelve months from the date of listing. In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent within twelve months from the date of listing. Audit committee members must also satisfy additional independence criteria, including those set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. Under Nasdaq listing rules, a director will

independent for purposes of Rule 10A-3 under the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries, other than compensation for board service; or (2) be an affiliated person of the listed company or any of its subsidiaries. In order to be considered independent for purposes of Rule 10C-1, the board of directors must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director, and whether the director is affiliated with the company or any of its subsidiaries or affiliates.

In March 2022,2024, our boardBoard of directorsDirectors undertook a review of the composition of our boardBoard of directorsDirectors and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our boardBoard of directorsDirectors has determined that all members of the boardBoard of directors,Directors, except Elisabet de los Pinos, Ph.D., are independent directors, including for purposes of Nasdaq and the SEC rules. In making that determination, our boardBoard of directorsDirectors considered the relationships that each director has with us and all other facts and circumstances the boardBoard of directorsDirectors deemed relevant in determining independence, including the potential deemed beneficial ownership of our capital stock by each director and respective affiliations, including non-employee directors that are affiliated with certain of our major stockholders. We expect that the composition and functioning of our boardBoard of directorsDirectors and each of our committees will continue to comply with all applicable requirements of Nasdaq and the rules and regulations of the SEC. There are no family relationships among any of our directors or executive officers. Elisabet de los Pinos, Ph.D., is not an independent director under these rules because she is currently employed as the chief executive officerChief Executive Officer and presidentPresident of our company.Company.

Board Committees

Our boardBoard of directorsDirectors has established an audit committee,Audit Committee, a compensation committee,Compensation Committee, and a nominatingNominating and corporate governance committee,Corporate Governance Committee, each of which operate pursuant to a charter adopted by our boardBoard of directors.Directors. We believe that the composition and functioning of all of our committees comply with the applicable requirements of Nasdaq, the Sarbanes-Oxley Act of 2002 and the SEC rules and regulations that are applicable to us. We intend to comply with future requirements to the extent they become applicable to us.

The full text of our audit committee charter, compensation committee charterAudit Committee Charter, Compensation Committee Charter and nominatingNominating and corporate governance charterCorporate Governance Committee Charter is posted on the investor relations portion of our website at https://aurabiosciences.com/. We do not incorporate the information contained on, or accessible through, our corporate website into this prospectus, and you should not consider it a part of this prospectus.

Audit Committee

Sapna Srivastava, Ph.D., Giovanni Mariggi, Ph.D., and Antony Mattessich serve on the audit committee,Audit Committee, which is chaired by Dr. Srivastava. Our boardBoard of directorsDirectors has determined that each member of the audit committeeAudit Committee is “independent” for audit committee purposes as that term is defined in the rules of the SEC and the applicable Nasdaq rules, and each has sufficient knowledge in financial and auditing matters to serve on the audit committee.Audit Committee. Our boardBoard of directorsDirectors has designated Dr. Srivastava as an “audit committee financial expert,” as defined under the applicable rules of the SEC. During the fiscal year ended December 31, 2021,2023, the audit

All audit and non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our audit committee.Audit Committee.

Compensation Committee

David Johnson and Karan Takhar serve on the compensation committee,Compensation Committee, which is chaired by Mr. Johnson. Our boardBoard of directorsDirectors has determined that each member of the compensation committeeCompensation Committee is “independent” as defined in the applicable Nasdaq rules. During the fiscal year ended December 31, 2021,2023, the compensation committeeCompensation Committee met 67 times. The compensation committee’sCompensation Committee’s responsibilities include:

Nominating and Corporate Governance Committee

Antony Mattessich, David Johnson and Karan Takhar serve on the nominatingNominating and corporate governance committee,Corporate Governance Committee, which is chaired by Mr. Mattessich. Our boardBoard of directorsDirectors has determined that each member of the nominatingNominating and corporate governanceCorporate Governance committee is “independent” as defined in the applicable Nasdaq rules. The nominating and corporate governance committee was first constituted in October 2021 in connection with our IPO; they did not meet duringDuring the fiscal year ended December 31, 2021.2023, the compensation committee met 1 time. The nominatingNominating and corporate governance committee’sCorporate Governance Committee’s responsibilities include:

The nominatingNominating and corporate governance committeeCorporate Governance Committee considers candidates for boardmembership on our Board of directors membershipDirectors suggested by itsthe members of the Nominating and Corporate Governance Committee and the chief executive officer. Additionally, in selecting nominees for directors, the nominatingNominating and corporate governance committeeCorporate Governance Committee will review candidates recommended by stockholders in the same manner and using the same general criteria as candidates recruited by the committee and/or recommended by our boardBoard of directors.Directors. Any stockholder who wishes to recommend a candidate for consideration by the committeeNominating and Corporate Governance Committee as a nominee for director should follow the procedures described later in this proxy statement under the heading “Stockholder Proposals.” The nominatingNominating and corporate governance committeeCorporate Governance Committee will also consider whether to nominate any person proposed by a stockholder in accordance with the provisions of our bylaws relating to stockholder nominations as described later in this proxy statement under the heading “Stockholder Proposals.”

Identifying and Evaluating Director Nominees. Our boardBoard of directorsDirectors is responsible for filling vacancies on our boardBoard of directorsDirectors and for nominating candidates for election by our stockholders each year in the class of directors whose term expires at the relevant annual meeting. The boardBoard of directorsDirectors delegates the selection and nomination process to the nominatingNominating and corporate governance committee,Corporate Governance Committee, with the expectation that other members of the boardBoard of directors,Directors, and of management, will be requested to take part in the process as appropriate.

Generally, the nominatingNominating and corporate governance committeeCorporate Governance Committee identifies candidates for director nominees in consultation with management, through the recommendations submitted by stockholders or through such other methods as the nominatingNominating and corporate governance committeeCorporate Governance Committee deems to be helpful to identify candidates. Once

our boardBoard of directors.Directors. Based on the results of the evaluation process, the nominatingNominating and corporate governance committeeCorporate Governance Committee recommends candidates for the boardBoard of directors’Directors’ approval to fill a vacancy or as director nominees for election to the boardBoard of directorsDirectors by our stockholders each year in the class of directors whose term expires at the relevant annual meeting.

Board and Committee Meetings Attendance

The full boardBoard of directorsDirectors met 1210 times during 2021.2023. During 2021,2023, each member of the boardBoard of directorsDirectors attended in person or participated in 75% or more of the aggregate of (i) the total number of meetings of the boardBoard of directorsDirectors (held during the period for which such person has been a director) and (ii) the total number of meetings held by all committees of the boardBoard of directorsDirectors on which such person served (during the periods that such person served)., except that Mr. Parekh attended less than 75% of the total aggregate of meetings of the Board of Directors and committees on which he served during the period when he was a member of the Board.

Director Attendance at Annual Meeting of Stockholders

Directors are responsible for attending the annual meeting of stockholders to the extent practicable. We did not holdheld an annual meeting of stockholders in 2021.on June 7, 2023, at which all of our directors were present.

Policy on Trading, Pledging and Hedging of Company Stock

Certain transactions in our securities (such as purchases and sales of publicly traded put and call options, and short sales) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an officer or director is aware of material, non-public information or otherwise is not permitted to trade in Companyour securities. Our insider trading policyAmended and Restated Insider Trading Policy expressly prohibits derivative transactions of our stock by our executive officers, directors, employees, consultants and designated contractors. Our insider trading policyAmended and Restated Insider Trading Policy expressly prohibits purchases of any derivative securities that provide the economic equivalent of ownership.

Compensation Committee Interlocks and Insider Participation

During fiscal 2021,year 2023, David Johnson and Karan Takhar George Golumbeski, Giovanni Mariggi, and Arthur Pappas were the only members of our compensation committee.Compensation Committee. None of the members of our compensation committeeCompensation Committee is, or has at any time during the prior three years been, one of our officers or employees. None of our executive officers currently serve, or have in the past fiscal year served, as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of our boardBoard of directorsDirectors or our compensation committee.Compensation Committee.

Code of Business Conduct and Ethics

Our board of directorsWe have adopted a Code of Business Conduct and Ethics in connection with our initial public offering in November 2021. The Code of Business Conduct and Ethics will applythat applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions. The full text of our Code of Business Conduct and Ethics is

guidelines do not require that our chairpersonChairperson and chief executive officerChief Executive Officer positions be separate, our boardBoard of directorsDirectors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance. Risk is inherent to every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our financial condition, development and commercialization activities, operations, strategic direction and intellectual property. Management is responsible for the day-to-day management of risks we face, while our boardBoard of directors,Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our boardBoard of directorsDirectors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

The role of the boardBoard of directorsDirectors in overseeing the management of our risks is conducted primarily through committees of the boardBoard of directors,Directors, as disclosed in the descriptions of each of the committees above and in the charters of each of the committees. The full boardBoard of directorsDirectors (or the appropriate board committee of the Board of Directors in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on us, and the steps we take to manage them. When a board committee is responsible for evaluating and overseeing the management of a particular risk or risks, the chairman of the relevant committee reports on the discussion to the full boardBoard of directorsDirectors during the committee reports portion of the next board meeting. This enables the boardBoard of directorsDirectors and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

Communication with the Directors of Aura Biosciences, Inc.

Any interested party with concerns about our companyCompany may report such concerns to the boardBoard of directorsDirectors or the chairmanChairman of our boardBoard of directorsDirectors or the chairmanChairman of our nominatingNominating and corporate governance committee,Corporate Governance Committee, by submitting a written communication to the attention of such director at the following address:

c/o Aura Biosciences, Inc.

85 Bolton80 Guest Street

Cambridge,Boston, MA 0214002135

United States

You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a stockholder, customer, supplier or other interested party.

A copy of any such written communication may also be forwarded to Aura’s legal counsel and a copy of such communication may be retained for a reasonable period of time. The director may discuss the matter with Aura’s legal counsel, with independent advisors, with non-management directors, or with Aura’s management, or may take other action or no action as the director determines in good faith, using reasonable judgment, and applying his or her own discretion.

NON-EMPLOYEE DIRECTOR COMPENSATION

The following table presents the total compensation for each person who served as a non-employee member of our boardBoard of directorsDirectors and received compensation for such service during fiscal year 2021. Other than as set forth in the table below, we did not pay any compensation, make any additional equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in fiscal year 2021.2023. Directors who also serve as employees received no additional compensation for their service as directors. During fiscal year 2021,2023, Elisabet de los Pinos, Ph.D., our Chief Executive Officer, was a member of our boardBoard of directors,Directors, as well as an employee, and received no additional compensation for her services as a director. See the section titled “2021“2023 Summary Compensation Table”Table” for more information about her compensation in fiscal year 2021.2023.

20212023 Director Compensation Table

Non-Employee Director Compensation Policy

In connection with our initial public offering, we implementedOur non-employee directors are compensated pursuant to a formal policy pursuant to which we pay our non-employee directors a cash retainer for service on our Board of Directors and for service on each committee on which the director is a member. The Chair of each committee receives a higher retainer for such service. The fees paid to non-employee directors for service on our Board of Directors and for service on each committee of our Board of Directors on which the director is a member are eligible to receive the following cash retainers:as follows:

In addition, the non-employee director compensation policy provides that, upon initial election to our boardBoard of directors,Directors, each each non-employee director will be granted an option to purchase 32,000 shares of our common stock, or the Initial Grant. The Initial Grant will vest in equal installments on the first, second and third anniversaries of the grant date, subject to continued service through the applicable vesting date. Furthermore, on the date of each annual meeting of stockholders, each non-employee director who continues as a non-employee director following such meeting will be granted an annual option to purchase 16,000 shares of our common stock, or the Annual Grant. The Annual Grant will vest in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to continued service through the applicable vesting date. Such awards are subject to full accelerated vesting upon the sale of the company.our Company.

We will reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our boardBoard of directorsDirectors or any committee thereof.

Employee directors will receive no additional compensation for their service as a director.

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EXECUTIVE OFFICERS

The following table identifies our executive officers, and sets forth their current positions at Aura Biosciences, Inc., and their ages as of March 31, 2022.April 1, 2024.

You should refer to “Class I Directors” above for information about our Chief Executive Officer and President, Elisabet de los Pinos, Ph.D. Biographical information for our other executive officers, as of March 31, 2022,2024, is set forth below.

Julie B. Federhas served as our Chief Financial Officer since August 2018. Prior to this role, Ms. Feder served as Chief Financial Officerchief financial officer at Verastem Oncology, or Verastem, from July 2017 to June 2018, where she was responsible for developing the company’s strategic financial plan and overseeing a rapid financial and staff growth. Prior to joining Verastem, Ms. Feder served as the Chief Financial Officerchief financial officer at the Clinton Health Access Initiative, Inc., or CHAI, from September 2011 to July 2017. At CHAI, Ms. Feder was responsible for managing a global team across multiple departments and developed the global finance strategy and internal audit, treasury and global payroll functions. Prior to joining CHAI, Ms. Feder spent three years at Genzyme Corporation, as Vice Presidentvice president of Internal Audit and later as Finance Integration Leader.finance integration leader. In these roles, she managed the day-to-day operations of Genzyme’sGenzyme Corporation’s global internal audit function, while leading the Genzyme Corporation Global Finance integration following Sanofi’s acquisition of Genzyme.Genzyme Corporation. Ms. Feder began her career at Deloitte & Touche LLP, where she was Senior Managersenior manager of Audit, Consulting and Enterprise Risk Services. Ms. Feder holds a B.S. in Accounting from Yeshiva University’s Sy Syms School of Business.

Cadmus Rich,J. Jill Hopkins, M.D., M.B.A. has served as our Chief Medical Officer and HeadPresident of Research and& Development since June 2019, having previouslyOctober 2023. Prior to this role, Dr. Hopkins served as senior vice president, global head of ophthalmology and exploratory development at Novartis and chief executive officer of Gyroscope Therapeutics (formerly Nasdaq: VISN), a Novartis company, where she was responsible for the global ophthalmic pipeline and portfolio of medicines, gene therapy, devices and digital solutions to impact eye disease and reduce visual impairment globally. Previously, Dr. Hopkins spent over a decade at Roche-Genentech in roles of increasing responsibility, most recently as global head ophthalmology personalized health care. Before Roche-Genentech, she spent over 20 years in clinical retinal research and academic practice at the University of Toronto, University of Southern California and Retina-Vitreous Associates Medical Group. Dr. Hopkins has over 30 years of cross-sector experience in ophthalmology, spanning clinical care, academia, education, industry, advocacy and innovation. Dr. Hopkins received her M.D. from McMaster University and completed her Ophthalmology residency at the University of Toronto. She has completed fellowships in Retinal Disease from Moorfields Eye Hospital in London UK and in Visual Electrophysiology from the Universities of Toronto and Ottawa. Dr. Hopkins is board certified in Ophthalmology from the American Board of Ophthalmology and the Royal College of Surgeons Canada.

Mark Plavsic, Ph.D., has served as our Senior Vice President, Chief MedicalTechnology Officer from October 2017 to May 2019. Dr. Rich also currently serves as a member/manager of ClearSight LLC, a role he has held since September 2020.2023. Prior to this role, Dr. Plavsic served as chief technology officer at Fate Therapeutics, Inc. (Nasdaq: FATE), a clinical-stage biopharmaceutical company and was previously chief technical officer at Lysogene, a late-stage gene therapy company. Dr. Plavsic also spent over 10 years at Sanofi Genzyme in Technical Operations, where he was head of Product Bio-safety and Global Manufacturing Process Improvement, and in Technology Development & Manufacturing, where he was head of Gene Therapy Development. Before joining us,Sanofi Genzyme, Dr. Rich was Vice PresidentPlavsic held various technical leadership positions with AstraZeneca (Nasdaq: AZN), Q-One Biotech Ltd. and Life Technologies. Dr. Plavsic has approximately 30 years of Clinical Development and Medical Affairs at Inotek Pharmaceuticals from May 2015 to September 2017. He previously held several senior positions at Alcon Laboratories, Inc., or Alcon,global biopharmaceutical experience including overseeing the pipeline strategy and R&D projects for Alcon’s intraocular lens product line and leading global pharmaceutical clinical trial management. Dr. Rich has extensive experience in R&D, having led or participated in nearly 75 development programs, including the submission and approval of multiple devices and pharmaceutical productsend-to-end technical operations in the United States, European Union, China, JapanEurope and Brazil/Latin America. He has directly led or participatedAustralasia and successful translation and scale-up of complex biologics from preclinical development through commercial launch and distribution. Dr. Plavsic received his Ph.D. in over 150 clinical trials across multiple ophthalmologyVirology and systemic indications as an executive leader, medical director, medical monitorImmunology and principal investigator. Dr. Rich has served on the board of directors of the North Carolina Specialty Hospital and is currently a member of the board of directors and treasurer of Prevent Blindness, the nation’s longest-acting volunteer eye health and safety organization, and Sustained Nanosystems, LLC, a company developing extended release technologies for drugs. Dr. Rich holds an M.D.his DVM from the University of North Carolina at Chapel Hill School of Medicine, an M.B.A. from Regis University, a Certified Physician Executive CertificationBelgrade, and is board certified in Microbiology, subspeciality Virology from the American Association for Physician LeadershipCollege of Veterinary Microbiologists, and a B.A. in Psychology from Case Western Reserve University.Regulatory Affairs Certification credentialed.

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Mark De Rosch, Ph.D.Conor Kilroy has served as our Chief Operating Officer since March 2021. In this role, Dr. De Rosch is responsible for leading our global operations and regulatory strategy. Prior to joining us, Dr. De Rosch served as

EXECUTIVE COMPENSATION

Our named executive officers for the year ended December 31, 20212023 are:

20212023 Summary Compensation Table

The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years indicated.

Narrative to 20212023 Summary Compensation Table

Our boardBoard of directorsDirectors and compensation committeeCompensation Committee review compensation annually for our executive officers. In setting executive base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders and a long-term commitment to our Company. We target a general competitive position, based on independent third-party benchmark analytics to inform the mix of compensation of base salary, bonus or long-term incentives.

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Our compensation committeeCompensation Committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our executive compensation programs and related

Aura Biosciences, Inc. 401(k) Plan

We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees. Our 401(k) plan is intended to qualify for favorable tax treatment under Section 401(a) of the Internal Revenue Code of 1986, as amended, (the “Code”),or the Code, and contains a cash or deferred feature that is intended to meet the requirements of Section 401(k) of the Code. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

Executive Employment Arrangements

Elisabet de los Pinos, Ph.D.

We entered into an employment agreement with Dr. de los Pinos, who serves as our Chief Executive Officer, in January 2015, which we amended in October 2017, or as amended, the de los Pinos Employment Agreement. The de los Pinos Employment Agreement provides for Dr. de los Pinos’s at-will employment, base salary and annual target bonus. Dr. de los Pinos is also eligible to participate in the employee benefit plans available to our employees, subject to the terms of those plans.

Pursuant to the de los Pinos Employment Agreement, in the event that Dr. de los Pinos’s employment is terminated by us without “cause” or by Dr. de los Pinos for “good reason” (as defined in the de los Pinos Employment Agreement), subject to the execution and effectiveness of a release within 60 days of such termination, she will be entitled to receive (i) 12 months of base salary continuation and a pro-rata share of any bonus for which Dr. de los Pinos was eligible, (ii) continued vesting of stock options for 12 months and (iii) subject to the Dr. de los Pinos’s timely election to continue COBRA health coverage and copayment of premium amounts at the applicable active employees’ rate, we will continue to pay the share of the premiums that we would have paid to provide health insurance to Dr. de los Pinos for the 12 month severance period. In the event that such termination occurs within nine months after a “change of control” (as defined in the de los Pinos Employment Agreement), Dr. de los Pinos will, subject to the execution and effectiveness of a release within 60 days of such termination, be entitled to receive a lump sum payment equal to 12 months of base salary as of the date of termination.

The de los Pinos Employment Agreement contains non-competition and non-solicitation provisions that apply during Dr. de los Pinos’s employment with us and for one year thereafter.

Julie B. Feder

In August 2018, we entered into an employment offer letter, or the Feder Offer Letter, with Ms. Feder, who serves as ourfor the position of Chief Financial Officer. The Feder Offer Letter provides for Ms. Feder’s at-will employment, base salary, and target annual bonus. Ms. Feder is eligible to participate in the employee benefit plans available to our employees, subject to the terms of those plans.

Pursuant to the Feder Offer Letter, in the event that Ms. Feder’s employment is terminated by us without “cause” (as defined in the Feder Offer Letter), subject to her execution of a release within 60 days of such termination, Ms. Federshe will be entitled to receive (i) continuation of her annual base salary for nine months and (ii) providedsubject to Ms. Feder has properly electedFeder’s timely election to continue her healthcareCOBRA health coverage pursuantand copayment of premium amounts at the applicable active employees’ rate, a monthly cash payment equal to COBRA, the continuation of healthcare coverage premiums on the same premium-sharing basisamount that we would have paid to provide health insurance to Ms. Feder for nine months.

Ms. Feder has also entered into a Confidential Information, Non-Solicitation, and Invention Assignment Agreement with us that contains non-solicitation and non-disclosure provisions that apply during and for 12 monthsone year following her employment with us.

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Cadmus Rich, M.D.

InOn October 2017, we entered into an employment offer letter, or the Rich Offer Letter, with16, 2023, Dr. Rich who currently servesresigned as our Chief Medical Officer and Headtransitioned into the role of Research & Development. The Rich Offer Letter provides for Dr. Rich’s at-will employment, base salarySenior Clinical Advisor until November 7, 2023, or the Departure Date. Following the Departure Date, pursuant to a Resignation and target annual bonus.Consulting Agreement with us, or the Consulting Agreement, Dr. Rich is eligiblewill remain with Aura as Senior Clinical Advisor for an additional period of nine months beginning on the Departure Date, or the Consulting Period. Pursuant to participate in the employee benefit plans availableConsulting Agreement, Dr. Rich will be entitled to our employees,continued vesting of his restricted stock units and stock options, subject to the terms and conditions of those plans.

our 2021 Stock Option and Incentive Plan, or the 2021 Plan, and associated restricted stock unit award agreements and stock option agreements. In connection with Dr. Rich’s resignation, we and Dr. Rich entered into a Transition and Release Agreement, or the Transition Agreement, effective on November 7, 2023. Pursuant to the Rich Offer Letter, in the event that Dr. Rich’s employment is terminated by us without “cause” (as defined in the Rich Offer Letter),Transition Agreement and subject to his execution ofentering into a release within 60 days of such termination, he will beclaims in favor of our Company, Dr. Rich is entitled to receive (i) severance pay equal to continuation of his annual base salary for nine months and (ii) subject to Dr. Rich’s timely election to continue COBRA health coverage and copayment of premium amounts at the applicable active employees’ rate, a monthly cash payment equal to the amount that weour Company would have paid to provide health insurance to Dr. Rich until the earlier of nine months, eligibility for nine months.

medical care coverage through other employment or termination of eligibility under COBRA. Any continued vesting relating to Dr. Rich hasRich’s existing equity awards were subject, upon the Departure Date, to his entry into the Consulting Agreement. The Transition Agreement also entered into a Confidentiality, Intellectual Property, Non-Competitionincludes customary confidentiality and Non-Solicitationnon-disparagement Agreement with us that contains non-competition and non-disclosure provisions that apply during and for one year following his employment with us.provisions.

Compensation Risk Assessment

We believe that although a portion of the compensation provided to our executive officers and other employees is performance-based, our executive compensation program does not encourage excessive or unnecessary risk taking. This is primarily due to the fact that our compensation programs are designed to encourage our executive officers and other employees to remain focused on both short-term and long-term strategic goals, in particular in connection with our pay-for-performance compensation philosophy. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us.

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Outstanding Equity Awards at Fiscal 20212023 Year-End

The following table sets forth information regarding outstanding equity awards held by our named executive officers as of fiscal year 2021:2023:

Equity Compensation Plan Information

The following table provides information as of December 31, 20212023 with respect to the shares of our common stock that may be issued under our existing equity compensation plans.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Certain Relationships and Transactions

Other than the compensation agreements and other arrangements described under “Executive Compensation” and “Non-Employee Director Compensation” in this proxy statement and the transactions described below, since January 1, 2021,2022, there has not been and there is not currently proposed, any transaction or series of similar transactions to which we were, or will be, a party in which the amount involved exceeded, or will exceed, $120,000 (or, if less, 1% of the average of our total assets amounts at December 31, 20202022 and 2021)2023) and in which any director, executive officer, holder of five percent or more of any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.

Initial2022 Public Offering

In November 2021,December 2022, in connection with our initiala public offering, we sold an aggregate of 6,210,0007,705,000 shares of common stock, including the exercise in full by the underwriters of their exercise to purchase up to 810,0001,005,000 shares at a public offering price of $14.00$12.00 per share.share, or the 2022 Public Offering. The aggregate gross proceeds to us from the offering2022 Public Offering were approximately $86.9$92.5 million, before deducting underwriting discounts and commissions and other offering expenses. The following table summarizes purchases of our shares of common stock by related persons in connection with our initial public offering:the 2022 Public Offering:

2023 Public Offering

In November 2023, in connection with a public offering, we sold an aggregate of 11,000,000 shares of common stock at a public offering price of $9.00 per share, or the 2023 Public Offering. The aggregate gross proceeds to us from the 2023 Public Offering were approximately $99.0 million, before deducting underwriting discounts and commissions and other offering expenses. The following table summarizes purchases of our shares of common stock by related persons in connection with the 2023 Public Offering:

Agreements with Stockholders

In connection with our Series E convertible preferred stock financing, we entered into investors’ rights, voting and right of first refusal and co-sale agreements containing registration rights, information rights, voting rights and rights of first refusal, among other things, with certain holders of our preferred stock and certain holders of our common stock. These stockholder agreements terminated upon the closing of our initial public offeringIPO in November 2021, except for the registration rights granted under our investors’ rights agreement, as more fully described in our Description of Securities, filed as Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 23, 2022.27, 2024.

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Indemnification Agreements

In connection with our initial public offering in November 2021, weWe have entered into agreements to indemnify our directors and executive officers. These agreements, among other things, require us to indemnify these individuals for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on our behalf or that person’s status as a member of our boardBoard of directorsDirectors to the maximum extent allowed under Delaware law.the DGCL.

PRINCIPAL STOCKHOLDERS

The following table sets forth information, to the extent known by us or ascertainable from public filings, with respect to the beneficial ownership of our common stock as of March 31, 20222024 by:

The column entitled “Shares Beneficially Owned” is based on a total of 29,217,23649,504,405 shares of our common stock outstanding as of March 31, 2022.2024.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of March 31, 20222024, as well as restricted stock units vesting within 60 days after March 31, 2024, are considered outstanding and beneficially owned by the person holding the options for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable.