RTW Investments Amends Stake in Allurion Technologies

TL;DR

RTW Investments just updated their 13D filing for ALLURION TECHNOLOGIES, INC. - check the details!

AI Summary

RTW Investments, LP has filed an amendment (No. 1) to its Schedule 13D/A for Allurion Technologies, Inc., as of April 17, 2024. The filing indicates a change in beneficial ownership, with RTW Investments, LP now holding a significant stake in the company. The specific percentage and number of shares are detailed within the full filing.

Why It Matters

This filing signals a potential shift in the shareholder landscape of Allurion Technologies, which could influence the company's strategic direction or market valuation.

Risk Assessment

Risk Level: medium — Schedule 13D/A filings often indicate significant changes in ownership by activist investors or large funds, which can lead to increased volatility and strategic shifts for the company.

Key Players & Entities

• RTW Investments, LP (company) — Filing entity
• Allurion Technologies, Inc. (company) — Subject company
• Roderick Wong, M.D. (person) — Contact person for RTW Investments

FAQ

Key Financial Figures

• $0.0001 — e of Issuer ) Common Stock, par value $0.0001 per share (Title of Class of Securitie
• $48 million — Notes reported herein was approximately $48 million. Item 4. Purpose of Transaction. Ite
• $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&rdquo
• $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 payable to R
• $7,500,000 — certain circumstances to convert up to $7,500,000 of the purchase price that the Addition

Filing Documents

• p24-1471sc13da.htm (SC 13D/A) — 46KB
• 0000902664-24-002941.txt ( ) — 48KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

of the Schedule 13D is hereby amended to add the following

Item 3 of the Schedule 13D is hereby amended to add the following: The source of funds used for the purchase of the Notes was the working capital of the RTW Funds. The aggregate purchase price of the Notes reported herein was approximately $48 million.

Purpose of Transaction

Item 4. Purpose of Transaction.

of the Schedule 13D is hereby amended to add

Item 4 of the Schedule 13D is hereby amended to add the following: Note Purchase Agreement On April 14, 2024, Company, RTW Investments, as agent for the purchasers (the "Purchasers") party thereto from time to time (in such capacity, the "Principal Purchaser"), and Acquiom Agency Services LLC, as collateral agent for the Purchasers and the Principal Purchaser, entered into a Note Purchase Agreement (the "Original Note Purchase Agreement" and, as amended by the Amendment (as defined herein), the "Amended Note Purchase Agreement"). 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”). 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 Purchasers are RTW Funds. The Notes will bear interest at the annual rate of 6.0%, which 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 guarantors. The Notes are convertible into shares of the Company's Common Stock at the Purchaser’s election at any time after the earliest of (i) the date on which Stockholder Approval (as defined below) is obtained, (ii) December 31, 2025, (iii) the date of a Fundamental Change Company Notice (as defined in the Note Purchase Agreement), and (iv) the Make-Whole Fundamental Change Effective Date (as defined in the Amended Note Purchase Agreement), subject to certain terms and limitations in the Amended Note

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

is hereby amended and restated as follows

Item 5 is hereby amended and restated as follows: (a) The aggregate percentage of shares of Common Stock reported to be beneficially owned by the Reporting Persons is based upon 47,852,203 shares of Common Stock outstanding as of March 22, 2024, as reported by the Company in its Annual Report on Form 10-K for the year ended December 31, 2023, and assumes the conversion of the Notes up to the Conversion Cap. (b) See rows (7) through (10) of the cover page to this Amendment No. 1 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) The Reporting Persons did not effect any transactions with respect to the Shares during the past sixty (60) days. (d) No person, other than the Reporting Persons and the RTW Funds, has the right to receive or the power to direct the receipt of dividends or proceeds of sale of the shares of Common Stock reported herein. (e) Not applicable.

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits.

of the Schedule 13D is hereby amended to add the following

Item 7 of the Schedule 13D is hereby amended to add the following: 99.10 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 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on April 17, 2024). 99.11 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 (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on April 17, 2024). 99.12 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 (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on April 17, 2024). 99.13 First Amendment to Amended and Restated Letter Agreement, dated as of April 14, 2024, by and among Allurion Technologies, Inc., Allurion Technologies, LLC, RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd. and RTW Biotech Opportunities Operating Ltd. (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on April 17, 2024). 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. Date: April 17, 2024 RTW INVESTMENTS, LP By: /s/ Roderick Wong, M.D. Name: Rod

View Full Filing

View this SC 13D/A filing on SEC EDGAR