Amendment: SEC Form SCHEDULE 13D/A filed by Allurion Technologies Inc.
$ALUR
Medical/Dental Instruments
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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ALLURION TECHNOLOGIES, INC. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
02008G201 (CUSIP Number) |
Roderick Wong, M.D. RTW Investments, LP, 40 10th Ave, Flr 7, New York, NY, 10014 (646) 597-6980 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/28/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 02008G201 |
| 1 |
Name of reporting person
RTW Investments, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,050,053.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN, IA |
SCHEDULE 13D
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| CUSIP No. | 02008G201 |
| 1 |
Name of reporting person
RTW Master Fund, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
501,806.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 02008G201 |
| 1 |
Name of reporting person
RTW Innovation Master Fund, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
395,328.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 02008G201 |
| 1 |
Name of reporting person
Roderick Wong, M.D. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,050,053.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share |
| (b) | Name of Issuer:
ALLURION TECHNOLOGIES, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
11 Huron Drive, Natick,
MASSACHUSETTS
, 01760. |
| Item 2. | Identity and Background |
| (a) | Items 2(a)-(c) and 2(f) of the Schedule 13D are hereby amended and restated as follows:
This statement is being filed by (i) RTW Investments, LP, a Delaware limited partnership ("RTW Investments"), (ii) RTW Master Fund, Ltd., a Cayman exempted company ("RTW Master Fund"), (iii) RTW Innovation Master Fund, Ltd., a Cayman exempted company ("RTW Innovation"), and (iv) Roderick Wong, M.D., a United States citizen ("Dr. Wong"). RTW Investments is the investment advisor to certain funds including RTW Master Fund and RTW Innovation Master Fund (collectively, the "RTW Funds"). This statement relates to Shares held directly by the RTW Funds. Each of RTW Investments, RTW Master Fund, RTW Innovation, and Dr. Wong (each, a "Reporting Person" and together, the "Reporting Persons") is filing this statement. |
| (b) | The address of the principal business office of each the Reporting Persons is 40 10th Avenue, Floor 7, New York, NY 10014. |
| (c) | The principal business of RTW Investments is serving as investment to the RTW Funds. The principal business of each of RTW Master Fund and RTW Innovation is investments. The principal occupation of Dr. Wong is to serve as the Managing Partner and Chief Investment Officer of RTW Investments. |
| (f) | RTW Investments is a limited partnership organized in Delaware. Each of RTW Master Fund and RTW Innovation is a Cayman Islands exempted company. Dr. Wong is a citizen of the United States of America. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Items 5(a)-(b) of the Schedule 13D are hereby amended and restated as follows:
The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon (i) 3,553,191 Shares reported to be outstanding as of January 20, 2025, as disclosed in the Issuer's prospectus filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission (the "SEC") on January 27, 2025, and (ii) the sale of 1,240,000 Shares to certain accredited investors on January 24, 2025, as disclosed in the Issuer's Current Report on Form 8-K filed with the SEC on January 28, 2025, for an aggregate of 4,793,191 outstanding Shares, and assumes no conversion of the Notes and no exercise of the warrants held by the Reporting Persons to purchase Shares (the "Warrants"). The Notes held by the RTW Funds are subject to a beneficial ownership conversion limitation such that the RTW Funds cannot convert Notes to the extent it would result in the RTW Funds and their affiliates beneficially owning more than 9.99% of the Issuer's Shares. The Warrants held by the RTW Funds are subject to a Blocker (as defined in Item 4 of Amendment No. 2 to the Schedule 13D), which is currently set at 4.99% and can be increased to 9.99% upon 61 days' prior notice by RTW. |
| (b) | See rows (7) through (10) of the cover page to this Amendment No. 6 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 |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Schedule 13D is hereby amendmed and supplemented as follows:
Exhibit 99.20 Joint Filing Agreement |
| 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.
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