United States securities and exchange commission logo

                             September 10, 2021

       Elisabet de los Pinos, Ph.D.
       Chief Executive Officer
       Aura Biosciences, Inc.
       85 Bolton Street
       Cambridge, MA 02140

                                                        Re: Aura Biosciences,
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted August
10, 2021
                                                            CIK No. 0001501796

       Dear Dr. de los Pinos:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Draft Registration Statement on Form S-1

       Prospectus Summary
       Our Pipeline, page 2

   1.                                                   Please revise your
pipeline table to reflect that you are currently in phase 2 of clinical
                                                        trials for AU-011 for
the treatment of primary choroidal melanoma. In this regard, we
                                                        note your disclosure on
pages 117 and 118 that you "are currently conducting a Phase 2
                                                        dose escalation trial
of AU-011 with SC administration in 18 patients with choroidal
                                                        melanoma" and that your
"first pivotal trial will be the Phase 2b portion of the ongoing SC
                                                        administration trial."
We note that a textual discussion of the program is likely a more
                                                        appropriate place to
make distinctions regarding different segments within a particular
 Elisabet de los Pinos, Ph.D.
FirstName  LastNameElisabet  de los Pinos, Ph.D.
Aura Biosciences,  Inc.
Comapany 10,
September  NameAura
               2021 Biosciences, Inc.
Page 2     10, 2021 Page 2
FirstName LastName
Our Team and Investors, page 3

2.       We note that you identify three entities - Rock Springs Capital, Adage
         Management LP, and Lundbeckfonden Ventures - as investors in your
company; however,
         some do not appear to be among your principal stockholders as
disclosed on page 182.
         Please remove this disclosure or explain to us why highlighting this
information in the
         Summary is appropriate. Explain in your response how you will update
investors about
         any changes these entities make with respect to their holdings.
Summary Financial Data, page 10

3.       Please expand your disclosures for the second bullet of footnote (2)
to provide the
         computation of pro forma net loss per share and pro forma weighted
average shares of
         common stock for the year ended December 31, 2020 in addition to the
quarter ended
         March 31, 2021.
4.       Please disclose the per share price of the 50,000 shares of common
stock sold including
         the date of the transaction. Disclose whether this transaction was
with a related party.
         Address this comment where this transaction has been disclosed.
Use of Proceeds, page 73

5.       We note your disclosure that you intend to use the proceeds from the
offering to advance
         your initial product candidate (AU-011) through clinical development
and to develop your
         platform. Please quantify the amount of proceeds you intend to use for
each designated
         use and more specifically explain what each entails. To the extent
that you plan to use a
         material portion of the proceeds to fund the development of AU-011,
please specify how
         far in the clinical development for each indication you plan to reach
with the proceeds
         from this offering.
Business, page 97

6.       Please revise, where appropriate in the Business section, to discuss
the laser component.
         For instance, discuss the laser's state of development, its key and/or
novel features, your
         supply arrangements and whether you hold licenses and/or patents that
cover the laser
7.       With a view to disclosure, please tell us whether your combination
products, which may
         include use of a microinjector and a laser, will require you to
provide doctors with
         specialized training. If so, please discuss how this impacts future
sales and marketing
         efforts, and associated costs to generate commercial sales.
Pivotal trial plan in choroidal melanoma, page 118

8.       We note your disclosure that you plan on conducting two pivotal trials
with AU-011.
         While you disclose that the "first pivotal trial will be the Phase 2b
portion of the ongoing
         SC administration trial," the second pivotal trial is not clear.
Please confirm that the
 Elisabet de los Pinos, Ph.D.
Aura Biosciences, Inc.
September 10, 2021
Page 3
         "registry trial" mentioned on page 119 is this second pivotal trial.
If so, please clarify that
         this registry trial is the Phase 3 trial.
Our License Agreements, page 132

9.       Please disclose the expiry of the last-to-expire patent licensed under
the NIH Patent
         License Agreement, the LI-COR Exclusive License Agreement, and the
Clearside License
Executive Compensation, page 166

10.      With reference to the disclosure on page 169, please file each
employment agreement with
         a named executive officers or tell us why you are filing a form of
Principal Stockholders, page 182

11.      With reference to Item 403 of Regulation S-K, please identify the
natural person or
         persons who directly or indirectly exercise sole or shared voting
and/or dispositive power
         with respect to the common stock held by the following beneficial
             Lunbeckfonden Invest A/S;
             Arix Bioscience Holdings Limited;
             Chiesi Ventures, LP;
             Columbus Innvierte, F.C.R;
             Ysios Biofund II Innvierte, F.C.R.
16. Subsequent Events, page F-26

12.      We note your statement that subsequent events was evaluated through
May 5, 2021, which
         you state is when the financial statements were available to be
issued. Please address this
         inconsistency with the audit report date of August 9, 2021. Also
ensure that all material
         subsequent events have been disclosed. In this regard, we note that
over 20 million of
         stock options were granted prior to August 9, 2021 without disclosure
of the material
         terms and corresponding compensation expense to be recognized over the
vesting period.

13.    Please supplementally provide us with copies of all written
communications, as defined in
FirstName LastNameElisabet de los Pinos, Ph.D.
       Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
Comapany    NameAura
       present           Biosciences,
                to potential investors Inc.
                                       in reliance on Section 5(d) of the
Securities Act, whether or
       not they
September        retainPage
            10, 2021    copies
                            3 of the communications.
FirstName LastName
 Elisabet de los Pinos, Ph.D.
FirstName  LastNameElisabet  de los Pinos, Ph.D.
Aura Biosciences,  Inc.
Comapany 10,
September  NameAura
               2021 Biosciences, Inc.
Page 4     10, 2021 Page 4
FirstName LastName
       You may contact Tracey Houser at 202-551-3736 or Jeanne Baker at
202-551-3691 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Dillon Hagius at 202-551-7967 or Joe McCann at 202-551-6262 with any


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Corporation Finance
                                                          Office of Life
cc:      Danielle M. Lauzon