S-1/A: Allurion Technologies Files Amendment No. 2 to Form S-1 for Share Registration
S-1/A Filing
Allurion Technologies files an amendment to its S-1 registration statement to register the sale of up to 65,211,325 shares of common stock by a selling securityholder.
Summary
- Allurion Technologies, Inc. filed Amendment No. 2 to its Form S-1 registration statement with the SEC on October 3, 2024.
- The amendment registers the sale of up to 65,211,325 shares of Common Stock by the selling securityholder.
- These shares include 60,691,007 Note Shares issuable upon conversion of convertible senior secured notes, 2,260,159 Conversion Shares issuable upon conversion of Series A non-voting convertible preferred stock, and 2,260,159 Warrant Shares issuable upon exercise of private placement warrants.
- The company has also included exhibits related to various agreements, including the Business Combination Agreement, warrant agreements, indemnification agreements, employment agreements, and lease agreements.
Sentiment
Score: 6
Explanation: The document is a standard regulatory filing, so the sentiment is neutral. It provides information about share registration and related agreements.
Positives
- Goodwin Procter LLP provided an opinion that the Note Shares, Conversion Shares, and Warrant Shares have been duly authorized and, when issued, will be validly issued, fully paid, and non-assessable.
Risks
- The opinion of Goodwin Procter LLP is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other similar laws affecting creditors' rights.
Future Outlook
The Registration Statement relates to the potential future sale of shares by the Selling Securityholder.
Industry Context
This filing is typical for companies that have recently completed a business combination and are registering shares for potential resale by existing shareholders.
Stakeholder Impact
- The registration of shares could potentially dilute existing shareholders if the selling securityholder decides to sell a significant portion of their holdings.
Key Dates
| Date | Description |
|---|---|
| 2021-02-04 | Date of Warrant Agreement between Compute Health Acquisition Corp. and Continental Stock Transfer & Trust Company |
| 2023-02-09 | Date of Business Combination Agreement among Compute Health Acquisition Corp., Allurion Technologies Holdings, Inc., and others |
| 2023-05-02 | Date of Amendment No. 1 to the Business Combination Agreement |
| 2024-04-16 | Date of issuance and sale of $48.0 million aggregate principal amount of convertible senior secured notes |
| 2024-07-01 | Date of issuance and sale of 2,260,159 shares of Series A Preferred Stock and 2,260,159 Private Placement Warrants to RTW |
| 2024-10-03 | Date of filing Amendment No. 2 to Form S-1 |
Keywords
registration statement, common stock, securities, convertible notes, warrants, Allurion Technologies, S-1, shares
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