Allurion Technologies Files 8-K on Warrant Agreements

TL;DR

Allurion filed an 8-K detailing warrants for 14.2M shares at $8.10.

AI Summary

On April 14, 2024, Allurion Technologies, Inc. entered into a material definitive agreement related to warrants to purchase 14,204,555 shares of common stock at an exercise price of $8.10 per share. The company also reported on unregistered sales of equity securities and disclosed information under Regulation FD.

Why It Matters

This filing indicates potential future dilution or capital infusion for Allurion Technologies, depending on the exercise of these warrants.

Risk Assessment

Risk Level: medium — The filing involves potential equity dilution and unregistered sales, which can introduce uncertainty for investors.

Key Numbers

• 14,204,555 — Warrants Shares (Represents the total number of common shares issuable upon exercise of warrants.)
• $8.10 — Exercise Price (The price at which each share of common stock can be purchased under the warrants.)

Key Players & Entities

• Allurion Technologies, Inc. (company) — Registrant
• 14,204,555 (dollar_amount) — Number of shares covered by warrants
• 8.10 (dollar_amount) — Exercise price per share of common stock
• April 14, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share ALUR The New York Stock E
• $8.10 — mon stock, each at an exercise price of $8.10 per share of common stock ALUR WS T
• $48 million — Agreement, the Company issued and sold $48 million aggregate principal amount of convertib
• $1,000 — of 307.0797 shares of common stock per $1,000 principal amount of Notes (equivalent t
• $3.26 — itial conversion price of approximately $3.26 per share, which represents a 35% premi
• $15,000,000 — ate gross offering proceeds of at least $15,000,000 (the "Next Equity Financing"). Although
• $12,500,000 — Allurion Opco to maintain not less than $12,500,000 in unrestricted cash in controlled acco
• $100 million — the "Royalty Rate") for net sales under $100 million prior to December 31, 2026 from 6% to 1
• $7,500,000 — certain circumstances to convert up to $7,500,000 of the purchase price that the Addition

Filing Documents

• alur-20240414.htm (8-K) — 71KB
• alur-ex10_1.htm (EX-10.1) — 1091KB
• alur-ex10_2.htm (EX-10.2) — 1053KB
• alur-ex10_3.htm (EX-10.3) — 87KB
• alur-ex10_4.htm (EX-10.4) — 36KB
• alur-ex99_1.htm (EX-99.1) — 25KB
• img69015580_0.jpg (GRAPHIC) — 152KB
• img255759453_0.jpg (GRAPHIC) — 11KB
• 0000950170-24-045168.txt ( ) — 3089KB
• alur-20240414.xsd (EX-101.SCH) — 47KB
• alur-20240414_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Note Purchase Agreement On April 14, 2024, Allurion Technologies, Inc., a Delaware corporation (the "Company"), RTW Investments, LP ("RTW"), as agent for the purchasers (the "Purchasers") party thereto from time to time (RTW in such capacity, the "Principal Purchaser"), and Acquiom Agency Services LLC ("Acquiom"), as collateral agent for the Purchasers and the Principal Purchaser, entered into a Note Purchase Agreement (the "Original Note Purchase Agreement"). Subsequently, on April 16, 2024, the Company, the Principal Purchaser, the Purchasers and Acquiom entered into the First Amendment to the Original Note Purchase Agreement (the "Amendment"; the Original Note Purchase Agreement, as amended by the Amendment, the "Amended Note Purchase Agreement"). Pursuant to the Amended Note Purchase Agreement, the Company issued and sold $48 million aggregate principal amount of convertible senior secured notes (the "Notes") to the Purchasers in a private placement transaction. The Company used the proceeds from the issuance of the Notes to refinance its outstanding obligations under the Fortress Credit Agreement (as defined below) in full and to pay fees and expenses in connection therewith and in connection with the transactions contemplated by the Amended Note Purchase Agreement. The Company has terminated and repaid in full the outstanding borrowings and other obligations under the Fortress Credit Agreement. The Notes will bear interest at the annual rate of 6.0%, which interest is payable quarterly in cash or, at the Company's option, in kind for the first three years. The maturity date for the Notes will be April 16, 2031. The Notes are guaranteed by Allurion Technologies, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company ("Allurion Opco"), and certain other current and future subsidiaries of the Company, and are secured by substantially all the assets of the Company and the g

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. On April 16, 2024, the Company terminated and repaid in full the outstanding borrowings under the Credit Agreement and Guaranty, dated as of August 1, 2023 (as amended by Amendment No. 1 to the Credit Agreement and Guaranty, dated as of December 29, 2023, the "Fortress Credit Agreement"), by and among the Company, Allurion Opco, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto (the "Lenders" and each, a "Lender") and Fortress Credit Corp., as administrative agent for the Lenders, including the release of all guarantees and liens related thereto in connection with entering into the Fortress Credit Agreement and repaying in full all outstanding obligations of the Fortress Credit Agreement.

02 Unregistered sales of Equity Securities

Item 3.02 Unregistered sales of Equity Securities The information set forth under the heading "Note Purchase Agreement" in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 in its entirety.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On April 17, 2024, the Company issued a press release announcing the closing of the transactions contemplated by the Note Purchase Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Description 10.1*#+ Note Purchase Agreement dated as of April 14, 2024, by and among Allurion Technologies, Inc., RTW Investments, LP, as agent for the purchasers party thereto from time to time, and Acquiom Agency Services LLC, as collateral agent for the purchasers. 10.2*# Omnibus Amendment, dated as of April 14, 2024, by and among Allurion Technologies, Inc., Allurion Technologies, LLC and certain entities that have engaged RTW Investments, LP as investment manager. 10.3*# First Amendment to Amended and Restated Letter Agreement, dated as of April 14, 2024, by ad among Allurion Technologies, Inc., Allurion Technologies, LLC, RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd. and RTW Biotech Opportunities Operating Ltd. 10.4* First Amendment to Note Purchase Agreement, dated as of April 16, 2024, by and among Allurion Technologies, Inc., RTW Investments, LP, as agent for the purchasers party thereto from time to time, and Acquiom Agency Services LLC, as collateral agent for the purchasers. 99.1* Press Release issued by Allurion Technologies, Inc. on April 17, 2024. 104* Cover Page Interactive Data File (embedded within the Inline XBRL document). * Furnished herewith. # Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. + Certain provisions or terms of this exhibit (including any exhibits or schedules thereto) have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally an unredacted copy of any such exhibit or schedule to the SEC upon its request.

SIGNATURES

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. Allurion Technologies, Inc. Date: April 17, 2024 By: /s/ Brendan Gibbons Name: Brendan Gibbons Title: Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR