Allurion Technologies S-1/A Filing Updates Share Data

Ticker: ALURW · Form: S-1/A · Filed: Jan 13, 2025 · CIK: 1964979

Sentiment: neutral

Topics: amendment, restructuring, stock-split

TL;DR

Allurion (ALRN) S-1/A filed - stock split & biz combo adjustments mean old share counts are history. Check new math.

AI Summary

Allurion Technologies, Inc. filed an S-1/A on January 13, 2025, to update its registration statement. The filing includes retrospective adjustments for a business combination and a reverse stock split, impacting share calculations for all prior periods. Allurion Technologies, Inc. is in the surgical and medical instruments sector.

Why It Matters

This filing clarifies share structure and potential dilution after a business combination and stock split, which is crucial for investors to understand the true ownership and value of their holdings.

Risk Assessment

Risk Level: medium — The filing details significant corporate restructuring including a business combination and reverse stock split, which can introduce complexity and uncertainty for investors.

Key Numbers

Key Players & Entities

FAQ

What is the purpose of this S-1/A filing?

The S-1/A filing is an amendment to a previously filed registration statement, used by Allurion Technologies, Inc. to update information and make necessary adjustments, such as those related to a business combination and reverse stock split.

What specific adjustments have been made to the share calculations?

The filing states that weighted-average common shares and potentially dilutive security amounts for all periods prior to the Business Combination have been retrospectively adjusted to the equivalent number of shares outstanding immediately after the Business Combination, and also adjusted for a Reverse Stock Split.

When did Allurion Technologies, Inc. change its name?

The former company name was Allurion Technologies Holdings, Inc., and the date of the name change was February 7, 2023.

What is Allurion Technologies, Inc.'s primary industry?

Allurion Technologies, Inc. is classified under Standard Industrial Classification 3841, which is 'Surgical & Medical Instruments & Apparatus'.

What is the business address of Allurion Technologies, Inc.?

The business address is 11 Huron Dr Ste 200, Natick, MA 01760.

Filing Stats: 4,529 words · 18 min read · ~15 pages · Grade level 17.7 · Accepted 2025-01-13 12:56:48

Key Financial Figures

Filing Documents

USE OF PROCEEDS

USE OF PROCEEDS 81 MARKET PRICE AND DIVIDEND INFORMATION 83 CAPITALIZATION 84

DILUTION

DILUTION 86 CONCURRENT PRIVATE PLACEMENT 88

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 116 MANAGEMENT 143

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 154 DIRECTOR COMPENSATION 159 PRINCIPAL STOCKHOLDERS 161 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 163

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 169

DESCRIPTION OF SECURITIES WE ARE OFFERING

DESCRIPTION OF SECURITIES WE ARE OFFERING 183 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 189 PLAN OF DISTRIBUTION 195 LEGAL MATTERS 198 EXPERTS 198 WHERE YOU CAN FIND MORE INFORMATION 198 INDEX TO FINANCIAL STATEMENTS F-1 i Table of Contents ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus, and any related free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the placement agent have authorized anyone to provide you with information that is different from, or in addition to, that contained in this prospectus, any amendment or supplement to this prospectus and any related free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the placement agent take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the securities offered hereby. Our business, financial condition, results of operations and prospects may have changed since that date. Neither we nor the placement agent have taken any action that would permit this offering, or possession or distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than in the United States. Persons who have come into possession of this prospectus in a jurisdiction outside the United States are required to inform themselves about and to observe any restrictions relating to this offering and the distribution of this prospectus applicable to that jurisdiction. All reference

Forward-looking statements in this prospectus include, but are not limited to, statements about our ability to

Forward-looking statements in this prospectus include, but are not limited to, statements about our ability to: realize the benefits expected from the business combination (the "Business Combination") between Allurion and Compute Health Acquisition Corp. ("Compute Health") pursuant to that certain Business Combination Agreement, dated as of February 9, 2023 (as amended, the "Business Combination Agreement"), by and among Allurion, Legacy Allurion, Compute Health, Compute Health Corp., ("Merger Sub I") and Compute Health LLC ("Merger Sub II" and, together with Merger Sub I, the "Merger Subs"); successfully defend litigation that may be instituted by or against us; manage various conflicts of interest that could arise among us or our affiliates, investors, directors, and officers; successfully manage our cash and cash equivalents and any anticipated proceeds from this offering, the concurrent private placement or the Chardan Equity Facility (as defined herein); maintain the listing of our securities on the NYSE, and the potential liquidity and trading of such securities; achieve the benefits of the collaboration with Medtronic plc ("Medtronic"); acquire sufficient sources of funding if and when needed; attract and retain key employees, officers, and directors; implement and achieve business plans, forecasts, and other expectations, including any financial projections provided to PIPE Investors (as defined herein) in connection with the Business Combination, the Purchasers in connection with the Notes (each as defined herein), and the investors in any offering hereunder, and identify and realize additional opportunities; manage risks associated with our management having limited experience operating as a public company; commercialize current and future products and services and create sufficient demand among health care providers and patients for such products, including the recent launch of our compounded GLP-1 program and achieving the expected

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