Amendment: SEC Form SCHEDULE 13D/A filed by Allurion Technologies Inc.
$ALUR
Medical/Dental Instruments
Health Care
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
|
ALLURION TECHNOLOGIES, INC. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
02008G201 (CUSIP Number) |
Roderick Wong, M.D. RTW Investments, LP, 40 10th Avenue, Floor 7 New York, NY, 10014 (646) 597-6980 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/05/2025 (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
|
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,035,142.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
43.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
|
| 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
2,147,254.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| 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
1,659,241.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 02008G201 |
| 1 |
Name of reporting person
Roderick Wong | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,035,142.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
43.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
ALLURION TECHNOLOGIES, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
11 Huron Drive, Natick,
MASSACHUSETTS
, 01760. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 5(c) of this Amendment No. 9 is incorporated by reference herein to this Item 3.
| |
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 5(c) of this Amendment No. 9 is incorporated by reference herein to this Item 4.
| |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Items 5(a)-(c) of the Schedule 13D are hereby amended and supplemented as follows:
The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon (i) 7,762,681 Shares outstanding as of August 8, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 19, 2025, and (ii) an additional 1,492,539 Shares issued pursuant to the November 2025 Conversion Notice (as defined in Item 6). The remaining principal amount of the Notes 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, except as described in Item 6 hereof. 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 pages to this Schedule 13D for the number of shares of Common Stock 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. |
| (c) | On November 5, 2025, the RTW Funds delivered the November 2025 Conversion Notice to acquire 1,492,539 Shares. Other than as reported herein, the Reporting Persons did not effect any transactions with respect to the Shares during the past sixty (60) days. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Statement is hereby amended and supplemented as follows:
On November 5, 2025, pursuant to the terms of the Amended Note Purchase Agreement, the RTW Funds provided the Company with, and the Company accepted, a conversion notice (the "November 2025 Conversion Notice"), pursuant to which $5.0 million aggregate principal amount of the Notes was converted into an aggregate of 1,492,539 Shares.
|
| 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.
|
|
|
|
|
|
|
|
|