Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
|
ALLURION TECHNOLOGIES, INC. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
02008G201 (CUSIP Number) |
Roderick Wong, M.D. RTW Investments, LP, 40 10th Avenue, Floor 7 New York, NY, 10014 (646) 597-6980 Louis Rambo Proskauer Rose, LLP, 1001 Pennsylvania Ave, N.W., Suite 600 Washington, DC, 20004-2533 (212) 416-6800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/15/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. | 02008G201 |
| 1 |
Name of reporting person
RTW Investments, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,542,603.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
34.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN, IA |
SCHEDULE 13D
|
| CUSIP No. | 02008G201 |
| 1 |
Name of reporting person
RTW Master Fund, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
<
br> | ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,324,532.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 02008G201 |
| 1 |
Name of reporting person
RTW Innovation Master Fund, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,027,287.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 02008G201 |
| 1 |
Name of reporting person
Roderick Wong, M.D. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,542,603.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
34.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share |
| (b) | Name of Issuer:
ALLURION TECHNOLOGIES, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
11 Huron Drive, Natick,
MASSACHUSETTS
, 01760. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:The information set forth in Item 5(c) of this Amendment No. 8 is incorporated by reference herein to this Item 3. | |
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:The information set forth in Item 5(c) and Item 6 of this Amendment No. 8 is incorporated by reference herein to this Item 4. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon (i) 5,963,549 Shares outstanding as of March 24, 2025, as disclosed in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2025, and (ii) an additional 1,492,539 Shares issued by the Issuer on April 15, 2025 pursuant to the Conversion Notice (as defined in Item 6). The remaining principal amount of the Notes are subject to a beneficial ownership conversion limitation such that the RTW Funds cannot convert Notes to the extent it would result in the RTW Funds and their affiliates beneficially owning more than 9.99% of the Issuer's Shares, except as described in Item 6 hereof. The Warrants held by the RTW Funds are subject to a Blocker (as defined in Item 4 of Amendment No. 2 to the Schedule 13D), which is currently set at 4.99% and can be increased to 9.99% upon 61 days' prior notice by RTW. |
| (b) | See rows (7) through (10) of the cover page to this Amendment No. 8 for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition |
| (c) | On April 16, 2025, the RTW Funds delivered the Conversion Notice to acquire 1,492,539 Shares. Other than as reported herein, the Reporting Persons did not effect any transactions with respect to the Shares during the past sixty (60) days. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
On April 15, 2025, RTW Investments and certain of the RTW Funds entered into the Second Amendment to the Note Purchase Agreement, which amends the Amended Note Purchase Agreement described in Item 4 to Amendment No. 1 to this Schedule 13D. The Second Amendment granted the RTW Funds additional conversion rights as follows, with such additional conversion rights being exempt from the beneficial ownership limitation contained in the Amended Note Purchase Agreement:(i) In the event that the Market Capitalization Condition (as defined in the Second Amendment) has been triggered, the RTW Funds agreed to provide the Company with, and the Company agreed to accept, a conversion notice to convert $5.0 million aggregate principal amount of the Notes at a conversion rate equal to 298.5075 Shares per $1,000 principal amount of Notes, reflecting a floor conversion price of $3.35 per share (the "Floor Conversion Rate") for an aggregate of 1,492,539 Shares.(ii) In the event that the Market Capitalization Condition is triggered, the RTW Funds may provide a conversion notice to the Company to convert up to $5.0 million aggregate principal amount of the Notes into Shares at a conversion rate mutually agreed upon by the RTW Funds and the Company, with such conversion rate not being less than the Floor Conversion Rate. The Company may accept or reject such notice in its sole discretion.(iii) At any time, the RTW Funds may provide to the Company a notice to convert up to $5 million aggregate principal amount of the Notes into Shares at a rate equal to the lesser of (i) the quotient of $1,000 divided by the Daily VWAP (as defined in the Amended Note Purchase Agreement) for the period specified in such notice discounted by 5%, calculated based on the five consecutive trading days ending on the trading day immediately preceding the date of the notice, and (ii) the Floor Conversion Rate (the "5-Day VWAP Conversion Rate"). The Company may accept or reject such notice in its sole discretion.(iv) A maximum of once per month until April 15, 2026, the RTW Funds may provide to the Company a notice to convert up to an additional $1 million aggregate principal amount of the Notes in any 30-day period into Shares at the 5-Day VWAP Conversion Rate. The Company may accept or reject such notice in its sole discretion. If the RTW Funds do not exercise their right to provide such monthly conversion notice for all or a portion of such monthly amount, or if the Company does not a
ccept such notice, the RTW Funds are permitted to include any such unused amount in any subsequent monthly conversion notice.In addition, the parties to the Second Amendment confirmed that the conversion rate applicable to conversions of the Notes pursuant to Section 4.1 of the Amended Note Purchase Agreement will continue to be equal to 24.6920 Shares per $1,000 principal amount.The RTW Funds also agreed that, until the earlier of (i) the effective date of any Fundamental Change or Make-Whole Fundamental Change (each as defined in the Amended Note Purchase Agreement) and (ii) the date on which the RTW Funds and their affiliates collectively hold less than 9.99% of the voting power of the outstanding Shares of the Company, the RTW Funds will, at any meeting of the Company' stockholders, abstain from voting Shares acquired pursuant to the additional conversion rights provided by the Second Amendment (the "Relevant Shares"), or vote the Relevant Shares in proportion to the votes cast on the applicable matter with respect to the Shares beneficially owned by persons other than the RTW Funds or any of their affiliates.On April 16, 2025, the RTW Funds provided the Company with, and the Company accepted, a conversion notice (the "Conversion Notice"), pursuant to which $5.0 million aggregate principal amount of the Notes was converted into 1,492,539 shares.The foregoing description of the Second Amendment to the Note Purchase Agreement is not complete and is qualified in its entirety by reference to the complete text of the Second Amendment to the Note Purchase Agreement, which is filed as Exhibit 99.21 to this Amendment No. 8 to the Schedule 13D and incorporated by reference to this Item 6. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Schedule 13D is hereby amendmed and supplemented as follows:Exhibit 99.21Second Amendment to the Note Purchase Agreement, dated April 15, 2025 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 17, 2025). |
| 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.
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