SCHEDULE: RTW Investments Maintains 9.9% Stake in Allurion Technologies

RTW Investments, LP and Roderick Wong, M.D. have filed an amendment to their Schedule 13D, reporting continued beneficial ownership of 9.9% of Allurion Technologies' common stock.

Summary

• This filing is an amendment (No. 13) to a Schedule 13D, updating the beneficial ownership of Allurion Technologies, Inc. common stock by RTW Investments, LP and Roderick Wong, M.D. (collectively, the 'Reporting Persons').
• The Reporting Persons collectively beneficially own 67,441 shares of common stock, representing 9.9% of the outstanding shares as of May 12, 2026.
• This percentage is based on 1,000,416 shares outstanding after a reverse split, adjusted for shares surrendered in a Share Exchange and considering exercisable Pre-Funded Warrants.
• On August 31, 2026, the RTW Funds assigned their RIFAs and Notes to an unaffiliated third party for nominal consideration, meaning they no longer hold economic or ownership rights under these instruments.
• No transactions in the company's securities have been effected by the Reporting Persons since the last amendment, except for the assignment of RIFAs and Notes.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as negative due to the continued disclosure of significant beneficial ownership by RTW Investments, LP, indicating ongoing potential influence or pressure on the company, coupled with past regulatory issues.

Positives

• The assignment of RIFAs and Notes to an unaffiliated third party removes potential conflicts or entanglements related to these instruments.
• The Reporting Persons have not engaged in new transactions, suggesting a stable, albeit significant, ownership position.

Negatives

• RTW Investments, LP and Roderick Wong, M.D. continue to hold a substantial beneficial ownership stake of 9.9% in the company.
• RTW Investments, LP has a history of regulatory issues, including a settlement with the SEC in May 2023 for violations related to conflicts of interest disclosure and beneficial ownership reporting, involving a $1.4 million civil penalty.

Risks

• Continued significant beneficial ownership by RTW Investments, LP could imply ongoing influence or potential for future activism.
• Past SEC findings against RTW Investments, LP regarding beneficial ownership reporting may raise concerns about the accuracy and completeness of disclosures.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from the company. It primarily updates beneficial ownership information.

Management Comments

• "RTW Investments, LP is the investment advisor to certain funds (collectively, the 'RTW Funds')."
• "RTW Investments and Dr. Wong are collectively referred to herein as the 'Reporting Persons'."
• "The principal business of RTW Investments is serving as investment to the RTW Funds."
• "The principal occupation of Dr. Wong is to serve as the Managing Partner and Chief Investment Officer of RTW Investments."
• "Following the assignment of the RIFAs and the Notes as described in Item 5, the RTW Funds no longer hold economic or ownership rights under the RIFAs or Notes."

Industry Context

StockSavvy.ai notes that Schedule 13D filings are common for significant investors seeking to disclose their holdings and intentions. The continued substantial stake by RTW Investments, an investment advisor with a history of SEC settlements, suggests a potentially active or closely watched investor in the medical device sector where Allurion Technologies operates.

Legal Proceedings

• RTW Investments, LP entered into a settlement order with the SEC dated May 30, 2023 (File No. 3-21473).
• The SEC found violations of Sections 206(2) and 206(4) of the Investment Advisors Act of 1940 and Rule 206(4)-7 thereunder, and Section 13(d) of the Act and Rules 13d-1 and 13d-2 thereunder.
• These violations related to conflicts of interest disclosure and beneficial ownership reporting.
• Under the settlement, RTW Investments agreed to a cease-and-desist order, a censure, and a civil penalty of $1.4 million.

Related Party Transactions

• On August 31, 2026, the RTW Funds assigned their RIFAs and Notes to an unaffiliated third party for nominal consideration.

Stakeholder Impact

• Shareholders may be influenced by the continued significant stake of RTW Investments, potentially impacting market perception and trading activity.
• The past regulatory issues of RTW Investments could create uncertainty for other stakeholders regarding governance and compliance.

Next Steps

• The Reporting Persons will continue to monitor the business and affairs of the Issuer.
• The Reporting Persons may, from time to time, acquire additional securities of the Issuer or dispose of securities of the Issuer.

Key Dates

Recommendation

The filing indicates a stable, significant ownership position by RTW Investments, LP, which is a known entity in the investment space. While the assignment of RIFAs and Notes is a positive step in simplifying relationships, the continued 9.9% stake, coupled with RTW's past regulatory issues, warrants a cautious 'hold' rather than a strong buy or sell. Investors should monitor future actions and disclosures from RTW Investments.

Keywords

Allurion Technologies, RTW Investments, Roderick Wong, Schedule 13D, Beneficial Ownership, Securities, Investment Advisor, Common Stock