S-1/A: Allurion Technologies Files Amendment to S-1 Registration for Potential Resale of Up to 65.2 Million Shares

Allurion Technologies has filed an amendment to its S-1 registration statement, covering the potential resale of up to 65,211,325 shares of common stock by a selling securityholder.

Summary

• Allurion Technologies has filed an amendment to its S-1 registration statement, relating to the potential offer and sale of up to 65,211,325 shares of common stock.
• The shares are to be offered from time to time by the selling securityholder, including 60,691,007 shares issuable upon conversion of convertible senior secured notes, 2,260,159 shares issuable upon conversion of Series A non-voting convertible preferred stock, and 2,260,159 shares issuable upon the exercise of private placement warrants.
• The notes were issued and sold to accredited investors in a private placement pursuant to a Note Purchase Agreement, dated as of April 14, 2024, as amended by the First Amendment to Note Purchase Agreement, dated as of April 16, 2024.
• The Series A Preferred Stock and Private Placement Warrants were issued and sold to the selling securityholder in a private placement pursuant to a subscription agreement dated as of June 28, 2024, with funds affiliated with RTW.
• Allurion will not receive any proceeds from the sale of these shares by the selling securityholder.
• The selling securityholder may resell the common stock through public or private transactions at prevailing market prices, prices related to prevailing market prices, or at privately negotiated prices.
• On September 27, 2024, the last quoted sale price for the shares of Allurion's common stock as reported on the NYSE was $0.62 per share.
• Sales of a substantial number of shares of common stock in the public market, including the resale of the shares of common stock held by the selling securityholder pursuant to this prospectus, could occur at any time.
• These sales, or the perception in the market that the holders of a large number of shares of common stock intend to sell shares, could reduce the market price of our common stock and make it more difficult for you to sell your stockholdings at times and prices that you determine are appropriate.

Sentiment

Score: 4

Explanation: The document is largely factual, but includes warnings about potential negative impacts on the stock price. This suggests a slightly negative outlook from an investment perspective.

Negatives

• The document warns that substantial sales could reduce the market price of Allurion's common stock.

Risks

• Sales of a substantial number of shares of common stock in the public market, including the resale of the shares of common stock held by the selling securityholder pursuant to this prospectus, could occur at any time.
• These sales, or the perception in the market that the holders of a large number of shares of common stock intend to sell shares, could reduce the market price of our common stock and make it more difficult for you to sell your stockholdings at times and prices that you determine are appropriate.
• Furthermore, we expect that, because there is a large number of shares being registered pursuant to this registration statement of which this prospectus forms a part, the selling securityholder will continue to offer the securities covered thereby pursuant to this prospectus for a significant period of time, the precise duration of which cannot be predicted.
• Accordingly, the adverse market and price pressures resulting from an offering pursuant to the registration statement may continue for an extended period of time.

Future Outlook

The document discusses the potential for the selling securityholder to offer securities for an extended period, but does not provide specific financial guidance.

Industry Context

The document does not provide specific industry context beyond the company's own operations.

Stakeholder Impact

• Existing shareholders may experience dilution.
• The market price of Allurion's common stock could be negatively impacted.

Next Steps

• The selling securityholder may offer or sell shares of common stock from time to time.
• Allurion is required to seek stockholder approval for the conversion of the Notes and Series A Preferred Stock and exercise of the Private Placement Warrants.

Key Dates

Keywords

common stock, resale, registration statement, convertible notes, preferred stock, warrants, RTW Investments, selling securityholder, dilution, market price, S-1, securities