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United States securities and exchange commission logo
September 27, 2021
Elisabet de los Pinos, Ph.D.
Chief Executive Officer
Aura Biosciences, Inc.
85 Bolton Street
Cambridge, MA 02140
Re: Aura Biosciences,
Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted September
20, 2021
CIK No. 0001501796
Dear Dr. de los Pinos:
We have reviewed your amended 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
response.
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
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Our Team and Investors, page 3
1. We note your response
to prior comment 3. The identification of past investors appears to
suggest that potential
investors may consider investments made by these investors as a
factor in making their
investment decisions without knowing the amount of their
investment in total or
on a per share basis, their investment strategies or whether these
investors continue to
hold their shares. Additionally, as these shareholders are not subject
to the reporting
requirements of Section 16, investors will not know when they decide to
sell their shares.
Therefore, we continue to believe the disclosure is inappropriate for the
registration statement.
Please revise.
Elisabet de los Pinos, Ph.D.
Aura Biosciences, Inc.
September 27, 2021
Page 2
Business
Preliminary design of the pivotal trial, page 119
2. We note your response to comment 8. Based on your amended disclosure
that you plan to
conduct your Phase 3 trial after the first pivotal study, it appears
that the "registry trial"
mentioned on this page is not your second pivotal trial. As such, we
request that you
clarify that this second pivotal trial is not the Phase 3 trial.
Additionally, please provide
more information about the second pivotal trial, including its primary
and secondary
endpoints and how, if at all, it differs from the first pivotal trial.
Executive Compensation, page 165
3. We note your response to comment 10. Please confirm that you intend to
file the new
employment agreement for each of the named executive officers as
exhibits or tell us why
you are filing a form of agreement.
Principal Stockholders, page 181
4. We note your response to prior comment 11 that no natural person
directly or indirectly
exercises sole or shared voting and/or dispositive power with respect to
the common stock
held by Chiesi Ventures, LP. Given the disclosure that that Chiesi
Ventures, Inc., as
General Partner of Chiesi Ventures, LP, may be deemed to have voting and
investment
authority over the shares held by Chiesi Ventures, LP, please disclose
the natural person
or persons who control Chiesi Ventures, Inc, through its board of
directors or otherwise.
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 Tim Buchmiller at 202-551-3635 with
any other
questions.
Sincerely,
FirstName LastNameElisabet de los Pinos, Ph.D.
Division of
Corporation Finance
Comapany NameAura Biosciences, Inc.
Office of Life
Sciences
September 27, 2021 Page 2
cc: Danielle Lauzon, Esq.
FirstName LastName