UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Aura Biosciences, Inc.
(Name of Issuer)
Common Stock, $0.00001 par value per share
(Title of Class of Securities)
05153U107
(CUSIP Number)
November 2, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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SCHEDULE 13G
| CUSIP No. 05153U107 |
| 1. | NAMES OF REPORTING PERSONS
Arix Bioscience Plc | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
0 (1) | ||||
| 6. | SHARED VOTING POWER
1,508,483 (1) | |||||
| 7. | SOLE DISPOSITIVE POWER
0 (1) | |||||
| 8. | SHARED DISPOSITIVE POWER
1,508,483 (1) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,508,483 (1)
| |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.31% (2) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
HC | |||||
| (1) | The shares are directly beneficially owned by Arix Bioscience Holdings Limited (“Arix Ltd.”). Arix Bioscience Plc (“Arix Plc”) is the sole owner and parent of Arix Ltd. and may be deemed to indirectly beneficially own the shares held by Arix Ltd. |
| (2) | Percent of class based on 28,409,613 shares of Common Stock, $0.00001 par value per share (“Common Stock”), of Aura Biosciences, Inc. (the “Issuer”) issued and outstanding as reported by the Issuer in its prospectus relating to its initial public offering, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on November 1, 2021 (the “Prospectus”). |
| Page 3 | ||||
| SCHEDULE 13G | ||||
| CUSIP No. 05153U107 |
| 1. | NAMES OF REPORTING PERSONS
Arix Bioscience Holdings Limited | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
0 (1) | ||||
| 6. | SHARED VOTING POWER
1,508,483 (1) | |||||
| 7. | SOLE DISPOSITIVE POWER
0 (1) | |||||
| 8. | SHARED DISPOSITIVE POWER
1,508,483 (1) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,508,483 (1) | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.31% (2) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
CO | |||||
| (1) | The shares are directly beneficially owned by Arix Ltd. Arix Plc is the sole owner and parent of Arix Ltd. and may be deemed to indirectly beneficially own the shares held by Arix Ltd. |
| (2) | Percent of class based on 28,409,613 shares of Common Stock issued and outstanding as reported by the Issuer in the Prospectus. |
Page 4
Item 1.
| (a) | Name of Issuer: |
Aura Biosciences, Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
85 Bolton Street, Cambridge, MA 02140.
Item 2.
| (a) | Name of Person Filling: |
This statement on Schedule 13G (this “Schedule 13G”) is being filed by the following persons, each of whom is referred to herein as a “Reporting Person” and collectively as the “Reporting Persons”:
Arix Bioscience Plc (“Arix Plc”); and
Arix Bioscience Holdings Limited (“Arix Ltd.”).
The Reporting Persons have entered into a Joint Filing Agreement dated as of November 10, 2021, a copy of which is attached as Exhibit 1 hereto, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended.
| (b) | Address of principal business office or, if none, residence: |
The principal place of business of each of the Reporting Persons is Duke Street House, 50 Duke Street, London W1J 6EQ, United Kingdom.
| (c) | Citizenship: |
The Reporting Persons are companies formed under the laws of England and Wales.
| (d) | Title of class of securities: |
Common Stock, $0.00001 par value per share (“Common Stock”).
| (e) | CUSIP No.: |
05153U107.
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
As of the date hereof, Arix Ltd. directly and beneficially owns 1,508,483 shares of Common Stock, representing approximately 5.31% of the issued and outstanding shares of Common Stock. Arix Plc is sole owner and parent of Arix Ltd. and may be deemed to indirectly beneficially own the shares held by Arix Ltd.
The percentage of the outstanding shares of Common Stock held by the Reporting Persons is based on 28,409,613 shares of Common Stock issued and outstanding, as reported by the Issuer in its prospectus relating to its initial public offering, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on November 1, 2021.
| (b) | Percent of class: |
The information set forth in Item 4(a) of this Schedule 13G is incorporated by reference herein.
Page 5
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
0
| (ii) | Shared power to vote or to direct the vote: |
1,508,483
| (iii) | Sole power to dispose or direct the disposition of: |
0
| (iv) | Shared power to dispose or to direct the disposition of: |
1,508,483
Item 5. Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 10, 2021
| ARIX BIOSCIENCE PLC | ||
| By: | /s/ Robert Lyne | |
| Name: | Robert Lyne | |
| Title: | Chief Executive Officer | |
| ARIX BIOSCIENCE HOLDINGS LTD. | ||
| By: | /s/ Robert Lyne | |
| Name: | Robert Lyne | |
| Title: | Chief Executive Officer | |
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: November 10, 2021
| ARIX BIOSCIENCE PLC | ||
| By: | /s/ Robert Lyne | |
| Name: | Robert Lyne | |
| Title: | Chief Executive Officer | |
| ARIX BIOSCIENCE HOLDINGS LTD. | ||
| By: | /s/ Robert Lyne | |
| Name: | Robert Lyne | |
| Title: | Chief Executive Officer | |
