Allurion Technologies (ALUR) Announces $20M Share and Warrant Offering

Allurion Technologies (NYSE: ALUR) has filed the following:

We are offering up to $20,000,000 of shares of our common stock and new warrants to purchase up to an aggregate of      shares of our common stock. This prospectus also relates to the offering of the shares of our common stock issuable upon the exercise of such warrants.

The shares of common stock and the accompanying warrants can only be purchased together in this offering but will be issued separately and will be immediately separable upon issuance. Each purchaser of one share of our common stock will receive one warrant per share of common stock purchased thereby. Each warrant may be exercised for one share of our common stock. The warrants will be immediately exercisable at an exercise price of $   and will expire five years from the date of issuance, subject to certain limitations described herein.

In addition, certain funds affiliated with RTW Investments, LP (“RTW”), a significant stockholder, have indicated an interest in investing an aggregate of $3.0 million in this offering and in a concurrent private placement of a newly-created series of preferred stock, Series A convertible preferred stock (the “Series A preferred stock”) and accompanying private placement warrants. The concurrent private placement is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). RTW is deemed to be a related party under NYSE (as defined below) listing rules, which require stockholder approval for issuances of shares of our common stock in an amount greater than 1% of the shares currently outstanding. Accordingly, in lieu of shares of our common stock, to the extent that the investment of $3.0 million in this offering at the price to the public at which the shares and accompanying warrants are offered hereby would result in the issuance of greater than 1% of the shares currently outstanding to RTW, RTW will acquire shares of Series A preferred stock, which shall have no voting rights and which shall automatically convert into shares of common stock upon shareholder approval of such conversion and private placement warrants in the concurrent private placement. The consummation of the concurrent private placement is contingent on the closing of this offering and the satisfaction of certain other customary conditions. However, the consummation of this offering is not contingent on the consummation of the concurrent private placement. Because this indication of interest is not a binding agreement or commitment to purchase, RTW may decide to purchase more, less or no shares of our securities in this offering and the concurrent private placement, or the underwriters may decide to sell more, less or no shares of our common stock in this offering to RTW. The underwriters will receive the same discount from any shares of common stock and accompanying warrants sold to RTW as they will from any other shares of common stock and accompanying warrants sold to the public in this offering. The underwriters will not receive any underwriting discounts or commissions on any shares of Series A preferred stock and accompanying private placement warrants sold in the concurrent private placement. See the section entitled “Concurrent Private Placement.”

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