SCHEDULE 13D/A: RTW Investments Group Discloses 21.9% Stake in Allurion Technologies
Beneficial Ownership Update
RTW Investments, LP and its affiliated funds, along with Roderick Wong, M.D., have filed an amended Schedule 13D, reporting a combined beneficial ownership of 21.9% of Allurion Technologies, Inc.'s common stock.
Summary
- RTW Investments, LP, RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd., and Roderick Wong, M.D. (collectively, the "Reporting Persons") beneficially own 1,050,053 shares of Allurion Technologies, Inc. common stock.
- This represents 21.9% of the Issuer's outstanding common stock.
- The percentage is calculated based on 4,793,191 outstanding shares, which includes 3,553,191 shares reported outstanding as of January 20, 2025, and an additional 1,240,000 shares sold to accredited investors on January 24, 2025.
- The Notes held by the RTW Funds are subject to a beneficial ownership conversion limitation such that conversion cannot result in the RTW Funds and their affiliates beneficially owning more than 9.99% of the Issuer's Shares.
- Warrants held by the RTW Funds are subject to a "Blocker" currently set at 4.99%, which can be increased to 9.99% upon 61 days' prior notice by RTW.
Sentiment
Score: 6
Explanation: The filing is a routine disclosure of beneficial ownership, updated due to changes in outstanding shares. The significant stake by RTW could be seen as a positive signal of investor confidence, but the document itself is purely factual and regulatory.
Positives
- A significant beneficial ownership stake of 21.9% by RTW Investments and its affiliated funds may signal strong confidence in Allurion Technologies, Inc. by a major institutional investor.
Risks
- Beneficial ownership conversion limitations on Notes held by RTW Funds restrict conversion if it results in ownership exceeding 9.99% of the Issuer's shares.
- Warrants held by RTW Funds are subject to a "Blocker" currently at 4.99%, which can be increased to 9.99% with 61 days' prior notice, potentially limiting immediate full exercise.
Future Outlook
The document does not contain any forward-looking statements or guidance regarding the Issuer's future performance or strategic outlook from the Reporting Persons.
Industry Context
This Schedule 13D filing is a regulatory disclosure of beneficial ownership and does not provide broader industry trends or competitive analysis.
Stakeholder Impact
- Shareholders: The increased percentage of ownership by a significant institutional investor group could be perceived as a vote of confidence, potentially influencing investor sentiment.
- Company Management: Awareness of a large, active institutional shareholder group may influence strategic decisions and corporate governance.
Key Dates
| Date | Description |
|---|---|
| 2025-01-20 | Date as of which 3,553,191 shares were reported outstanding in the Issuer's prospectus. |
| 2025-01-24 | Date of sale of 1,240,000 shares to certain accredited investors. |
| 2025-01-27 | Date Issuer's prospectus pursuant to Rule 424(b)(5) was filed with the SEC. |
| 2025-01-28 | Date of event which requires filing of this statement (also date Issuer's Current Report on Form 8-K was filed with the SEC disclosing the share sale). |
| 2025-01-29 | Date of filing of this Schedule 13D Amendment No. 6. |
Keywords
Allurion Technologies, RTW Investments, Schedule 13D, Beneficial Ownership, Common Stock, SEC Filing, Institutional Investor, Equity Stake, Investment Fund, Roderick Wong
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