RTW Investments Updates Allurion Technologies Stake

TL;DR

RTW Investments just filed an update on their Allurion Technologies stake. Watch this space.

AI Summary

RTW Investments, LP, through an amendment filed on July 2, 2024, has updated its Schedule 13D/A regarding its holdings in Allurion Technologies, Inc. The filing details changes in beneficial ownership, though specific new percentage stakes or dollar amounts are not immediately detailed in this excerpt. RTW Investments, LP is a significant holder, and this amendment likely reflects adjustments to their investment strategy or position in the company.

Why It Matters

This filing indicates a change in a significant investor's position in Allurion Technologies, Inc., which could signal shifts in market sentiment or strategic direction for the company.

Risk Assessment

Risk Level: medium — Schedule 13D/A filings often indicate significant changes in beneficial ownership by large investors, which can lead to increased stock volatility.

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, LP
• Allurion Technologies Holdings, Inc. (company) — Former name of subject company

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securitie
• $3.0 million — rrants to purchase 2,260,159 Shares was $3.0 million. Item 4. Purpose of Transaction. Ite
• $1.20 — Warrants to purchase 239,842 Shares at $1.20 per share of Common Stock and associate

Filing Documents

• p24-2302sc13da.htm (SC 13D/A) — 45KB
• 0000902664-24-004577.txt ( ) — 47KB

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 Shares, the Public Warrants, the Series A Preferred Stock and the Private Warrants (each as defined below and collectively the “Securities”) was the working capital of the RTW Funds. The aggregate purchase price of 239,842 Shares, Public Warrants to purchase 239,842 Shares, 2,260,159 shares of Series A Preferred Stock and Private Warrants to purchase 2,260,159 Shares was $3.0 million.

Purpose of Transaction

Item 4. Purpose of Transaction.

of the Schedule 13D is hereby amended

Item 4 of the Schedule 13D is hereby amended to add the following: The RTW Funds invested an aggregate of $3.0 million in (i) the Company’s public offering of Shares and warrants to purchase Shares (the “Public Warrants”) pursuant to the Company’s Registration and (ii) 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 RTW Funds are deemed to be related parties under New York Stock Exchange listing rules, which require stockholder approval for issuances of Shares in an amount greater than 1% of the Shares currently outstanding. Accordingly, in lieu of Shares, to the extent that the investment of $3.0 million by the RTW Funds in the Company’s public offering at the Public Offering Price (as defined below) would result in the issuance of greater than 1% of the Shares currently outstanding to the RTW Funds, the RTW Funds acquired shares of Series A Preferred Stock. Accordingly, the RTW Funds (i) acquired 239,842 Shares and Public Warrants to purchase 239,842 Shares at $1.20 per share of Common Stock and associated Public Warrant (the “Public Offering Price”) in the Company’s public offering on the same terms and conditions as the other Shares and Public Warrants sold in the public offering and (ii) on June 28, 2024, the RTW Funds entered into a subscription agreement (the “Subscription Agreement”) with Company pursuant to which the RTW Funds agreed to purchase 2,260,159 shares of Series A Preferred Stock, and accompanying private placement warrants to purchase 2,260,159 Shares (the “Private Warrants”) in a concurrent private placement. The terms of the Series A Preferred Stock are set forth in a Certificate

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 reported to be beneficially owned by the Reporting Persons is based upon 62,305,245 shares of the Company’s Common Stock reported to be outstanding in the Company’s Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on June 28, 2024, after giving effect to the completion of the public offering and private placement described under Item 4, and assumes the conversion of the Notes up to the Conversion Cap and the exercise of the Public Warrants subject to the Blocker and no conversion of the Series A Preferred Stock or exercise of the Private Warrants. (b) See rows (7) through (10) of the cover page to this Amendment No. 2 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 other than as reported in Item 4. (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 reported herein. (e) Not applicable.

Contracts, Arrangements, Understandings Or Relationships With Respect To Securities Of The Issuer

Item 6. Contracts, Arrangements, Understandings Or Relationships With Respect To Securities Of The Issuer The Reporting Persons’ response to Item 4 is incorporated by reference into this Item 6. CUSIP No. 02008G102 13D/A Page 7 of 8 Pages

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: 99.14 Subscription Agreement, dated as of June 28, 2024, by and among the Company and the RTW Funds (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 July 1, 2024). 99.15 Certificate of Designations for the Series A Preferred Stock of the Company (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 1, 2024). 99.16 Form of Public Warrant (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 1, 2024). 99.17 Form of Private Placement Warrant (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 1, 2024). CUSIP No. 02008G102 13D/A Page 8 of 8 Pages 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: July 2, 2024 RTW INVESTMENTS, LP By: /s/ Roderick Wong, M.D. Name:Roderick Wong, M.D. Title:Managing Partner /s/ Roderick Wong, M.D. RODERICK WONG, M.D.

View Full Filing

View this SC 13D/A filing on SEC EDGAR