株探米国株
英語
エドガーで原本を確認する
0001501796false00015017962025-03-312025-03-31

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2025

 

 

Aura Biosciences, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-40971

32-0271970

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

80 Guest Street

 

Boston, Massachusetts

 

02135

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 617 500-8864

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.00001 par value per share

 

AURA

 

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 31, 2025, the Board of Directors (the “Board”) of Aura Biosciences, Inc. (the “Company”) increased the size of the Board from six to seven directors and unanimously appointed Teresa Marie Bitetti, MBA, as a Class II director, effective March 31, 2025 (the “Effective Date”), to fill the newly created vacancy. Ms. Bitetti’s term will expire at the Company’s 2026 annual meeting of stockholders. Ms. Bitetti also has been appointed to the Compensation Committee of the Board, effective on the Effective Date. The Board has determined that Ms. Bitetti qualifies as an independent director and is qualified to serve under the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and the listing rules of the Nasdaq Stock Market LLC.

 

For her service on the Board, Ms. Bitetti is eligible to receive the same cash compensation as the Company’s other non-employee directors, in accordance with the Company’s Amended and Restated Non-Employee Director Compensation Policy (the “Policy”), which was filed with the SEC as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-40971) on August 8, 2024. Consistent with the Policy, Ms. Bitetti has received an initial, one-time stock option award to purchase 29,000 shares (the “Initial Option Award”) of the Company’s common stock, $0.00001 par value per share (“Common Stock”), and an initial, one-time restricted stock unit award covering 21,000 shares of Common Stock (together with the Initial Option Award, the “Initial Award”). The Initial Award will vest in equal annual installments over three years. Vesting of the Initial Award will generally cease if Ms. Bitetti ceases to serve on the Board.

In addition, Ms. Bitetti will enter into an indemnification agreement with the Company, the form of which was filed with the SEC as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-260156) on October 25, 2021, pursuant to which the Company may be required, among other things, to indemnify Ms. Bitetti for certain expenses (including reasonable attorneys’ fees), judgments, fines, penalties, excise taxes and settlement amounts actually and reasonably incurred by her in any action or proceeding arising out of her service as a director of the Company.

There are currently no arrangements or understandings between Ms. Bitetti and any other person pursuant to which Ms. Bitetti was appointed to the Board and there are no family relationships between Ms. Bitetti and any of the Company’s directors or executive officers. There are currently no transactions in which Ms. Bitetti has an interest requiring disclosure under Item 404(a) of Regulation S-K.

 

A copy of the Company’s press release announcing Ms. Bitetti’s appointment to the Board is attached hereto as Exhibit 99.1 and shall be deemed furnished and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

Description

99.1

Press Release Dated April 2, 2025.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

Aura Biosciences, Inc.

 

 

 

 

 

 

Date:

 

 

April 2, 2025

 

 

By:

 

 

/s/ Elisabet de los Pinos, Ph.D.

 

 

 

Elisabet de los Pinos, Ph.D.

 Chief Executive Officer

 


EX-99.1 2 aura-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

img28679202_0.jpg

 

Aura Biosciences Announces Appointment of Teresa Bitetti to Board of Directors

 

BOSTON, April 2, 2025 (GLOBE NEWSWIRE) -- Aura Biosciences, Inc. (NASDAQ: AURA), a clinical-stage biotechnology company developing precision therapies for solid tumors designed to preserve organ function, today announced the appointment of Teresa Bitetti, President of the Global Oncology Business Unit at Takeda, to the Company’s Board of Directors, effective March 31, 2025.

 

“I am pleased to welcome Teresa to our Board of Directors,” said Elisabet de los Pinos, Chief Executive Officer of Aura Biosciences. “She is a seasoned leader whose extensive operational and commercial experience will be instrumental as we advance our clinical pipeline across ocular and urologic oncology.”

 

“I am excited to join Aura’s Board of Directors as the Company works to develop novel therapies in areas of high unmet medical need,” said Ms. Bitetti. “I look forward to collaborating with the Aura team as they continue to grow as an innovative global oncology company and work to fulfill their mission of transforming patients’ lives.”


Ms. Bitetti is currently the President of the Global Oncology Business Unit and a member of the Executive Team at Takeda, where she oversees a global portfolio of therapies targeting gastrointestinal, thoracic, and hematological cancers. In this role, Ms. Bitetti leads all aspects of Takeda’s multi-billion-dollar oncology business, with major markets in the US, Europe, and Japan. Before joining Takeda, Ms. Bitetti was Senior Vice President and Head of Worldwide Oncology Commercialization at Bristol Myers Squibb (BMS). She held leadership roles of increasing responsibility at BMS, including in infectious diseases and neuroscience. She served as Senior Vice President and Head of U.S. Oncology, President and General Manager of BMS Canada, and Worldwide Head of BMS Virology. Prior to BMS, Ms. Bitetti was part of the Capital Markets Group at Mobil Oil Corporation, overseeing the investment of Mobil’s worldwide pension assets. In addition to her role at Takeda, Ms. Bitetti serves on the Board of Directors for Osmol Therapeutics, which is focused on developing a treatment to prevent chemotherapy-induced peripheral neuropathy. Ms. Bitetti earned her MBA from the Darden School of Business at the University of Virginia and her BA from Wellesley College.

 


 

About Aura Biosciences

 

Aura Biosciences is a clinical-stage biotechnology company focused on developing precision therapies for solid tumors that aim to preserve organ function. Our lead candidate, bel-sar (AU-011), is currently in late-stage development for primary choroidal melanoma and in early-stage development in other ocular oncology indications and bladder cancer. Aura Biosciences is headquartered in Boston, MA. Our mission is to grow as an innovative global oncology company that positively transforms the lives of patients. For more information, visit aurabiosciences.com. Follow us on X (formerly Twitter) @AuraBiosciences and visit us on LinkedIn.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and other federal securities laws. Any statements that are not statements of historical fact may be deemed to be forward-looking statements. Words such as “may,” “will,” “could,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “seeks,” “endeavor,” “potential,” “continue” or the negative of such words or other similar expressions can be used to identify forward-looking statements. These forward-looking statements include express or implied statements regarding Aura’s future expectations, plans and prospects, including, without limitation, statements regarding the therapeutic potential of bel-sar for the treatment of multiple cancers; statements regarding Aura’s plans and expectations for its ongoing and future clinical trials of bel-sar in multiple oncology indications; statements regarding Aura’s plans to advance its clinical pipeline; statements regarding achieving Aura’s goal to transform patients’ lives; and statements regarding Aura’s expectations for the estimated patient populations and related market opportunities for bel-sar.

 


 

The forward-looking statements in this press release are neither promises nor guarantees, and investors should not place undue reliance on these forward-looking statements because they involve known and unknown risks, uncertainties and other factors, many of which are beyond Aura’s control and which could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including, without limitation, uncertainties inherent in clinical trials and in the availability and timing of data from ongoing clinical trials; the expected timing for submissions for regulatory approval or review by governmental authorities; the risk that the results of Aura’s preclinical and clinical trials may not be predictive of future results in connection with future clinical trials; the risk that early or interim data from ongoing clinical trials may not be predictive of final data from completed clinical trials; the risk that governmental authorities may disagree with Aura’s clinical trial designs, even where Aura has obtained agreement with governmental authorities on the design of such trials, such as the Phase 3 special protocol assessment agreement with the U.S. Food and Drug Administration; whether Aura will receive regulatory approvals to conduct trials or to market products; whether Aura’s cash resources will be sufficient to fund its foreseeable and unforeseeable operating expenses and capital expenditure requirements; Aura’s ongoing and planned preclinical activities; and Aura’s ability to initiate, enroll, conduct or complete ongoing and planned clinical trials. These risks, uncertainties and other factors include those risks and uncertainties described under the heading “Risk Factors” in Aura’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed with the United States Securities and Exchange Commission (SEC) and in subsequent filings made by Aura with the SEC, which are available on the SEC’s website at www.sec.gov. Except as required by law, Aura disclaims any intention or responsibility for updating or revising any forward-looking statements contained in this press release in the event of new information, future developments or otherwise. These forward-looking statements are based on Aura’s current expectations and speak only as of the date hereof and no representations or warranties (express or implied) are made about the accuracy of any such forward-looking statements.

 

Investor and Media Contact:


Alex Dasalla
Head of Investor Relations and Corporate Communications
IR@aurabiosciences.com