Allurion Technologies, Inc 8-K, filed Jul 24, 2026
Allurion Technologies, Inc. (ALUR)
About this 8-K
Allurion Technologies, Inc filed this 8-K on July 24, 2026, reporting on events of July 21, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 1.02: Ended a material agreement
- Item 3.02: Unregistered sale of equity
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On July 21, 2026, Allurion Technologies, Inc. (the "Company") entered into an exchange agreement (the "Exchange Agreement") with RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd., RTW Biotech Opportunities Operating Ltd., and 4010 Royalty Investments ICAV (collectively, the "Stockholders"), pursuant to which the Stockholders agreed to exchange an aggregate of 392,766 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), for pre-funded warrants to purchase an aggregate of 392,766 shares of Common Stock (the "Warrants"), on the terms set forth in the Exchange Agreement (the "Exchange").
The Warrants have an exercise price of $0.0001 per share, are exercisable at any time following issuance, and are subject to a beneficial ownership limitation initially set at 9.99% of the Company's outstanding Common Stock (adjustable by the holder up to a maximum of 19.99% upon 61 days' prior written notice to the Company). Each Warrant will automatically terminate and be of no further force or effect upon the earliest to occur of (i) foreclosure by the holders of the Company's Revenue Interest Financing Agreements, dated as of February 9, 2023 and October 30, 2024, as amended (the "RIFAs"), and the Company's 6% Convertible Secured Notes due 2031 (the "Notes"), on any of the collateral securing the RIFAs and the Notes, (ii) the Company's commencement of a voluntary case under Chapter 7 or Chapter 11 of the U.S. Bankruptcy Code, or (iii) the applicable holder's election to terminate its Warrant upon written notice to the Company.
The Stockholders are affiliates of RTW Investments, LP, which is also the holder of the RIFAs and the Notes described above. Affiliates of RTW Investments, LP beneficially owned approximately 38% of the Company's outstanding Common Stock prior to the Exchange. As the holder of the RIFAs and the Notes, RTW Investments, LP and its affiliates have the right, subject to the terms of those instruments, to determine whether and when to foreclose on the collateral securing them — an event that would, among other things, cause the Warrants to automatically terminate.
The Exchange was consummated in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, on the basis that it involved an exchange of the Company's securities exclusively with existing security holders, and no commission or other remuneration was paid or given, directly or indirectly, for soliciting the Exchange.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Exchange Agreement, including the form of Warrant attached as Exhibit A thereto, filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
On July 21, 2026, Allurion Technologies, Inc. (the "Company") received a notice terminating that certain Securities Purchase and Exchange Agreement, dated as of November 11, 2025 (the "Purchase Agreement"), by and among the Company and RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd., and RTW Biotech Opportunities Operating Ltd. (collectively, the "Purchasers"). The Purchase Agreement and the transactions contemplated thereby were previously described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2025.
As previously disclosed, the Purchase Agreement provided for the exchange by the Purchasers of certain outstanding indebtedness of the Company — including amounts outstanding under the Company's convertible senior secured notes and its Revenue Interest Financing Agreements, dated February 9, 2023 and October 30, 2024 — for shares of a newly-designated Series B Perpetual Convertible Preferred Stock, subject to customary closing conditions, including approval of the issuance by the Company's stockholders on or before January 31, 2026.
The notice states that the closing of the transactions contemplated by the Purchase Agreement did not occur on or before February 28, 2026, and that, pursuant to Section 9.1(iii) of the Purchase Agreement, the Purchasers elected to terminate the Purchase Agreement, effective July 21, 2026. Pursuant to Section 9.2 of the Purchase Agreement, upon termination, the Purchase Agreement became null and void and of no further force or effect, with no termination penalty payable by the Company.
As a result of the termination, the indebtedness that was to have been exchanged for Series B Preferred Stock under the Purchase Agreement — including amounts outstanding under the Revenue Interest Financing Agreements and the Company's 6% Convertible Secured Notes due 2031 — remains outstanding in accordance with its original terms.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above is incorporated herein by reference. On July 21, 2026, the Company issued the Warrants to the Stockholders in exchange for an equal number of shares of Common Stock, in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act, as the Exchange constituted an exchange of the Company's securities exclusively with its existing security holders and no commission or other remuneration was paid or given, directly or indirectly, for soliciting the Exchange.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
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Exhibit |
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Description |
10.1 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: |
July 24, 2026 |
By: |
/s/ Brendan M. Gibbons |
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Name: Brendan M. Gibbons |
Exhibit 10.1
EXECUTION
July 21, 2026
RTW Investments, LP
40 10th Avenue, Floor 7
New York, NY 10014
United States
Re: 3(a)(9) Exchange Agreement
Ladies and Gentlemen:
This letter agreement (the “Agreement”) confirms the agreement of Allurion Technologies, Inc., a Delaware corporation (the “Company”), and the holders of the Common Stock listed on Schedule I attached hereto (the “Stockholders”), pursuant to which the Stockholders have agreed to exchange an aggregate of 392,766 shares (the “Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), beneficially owned by the Stockholders in consideration for one or more pre-funded Common Stock Warrants in the form attached hereto as Exhibit A (each a “Warrant”) to purchase an aggregate of 392,766 shares of Common Stock (the “Warrant Shares”) on the terms specified below.
In consideration of the foregoing, the Company and the Stockholders agree as follows:
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[SIGNATURE PAGE FOLLOWS]
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Please sign to acknowledge agreement with the above terms and return to the undersigned.
Common Stockholder:
RTW MASTER FUND, LTD.
By: /s/ Darshan Patel
Name: Darshan Patel
Title: Director
RTW INNOVATION MASTER FUND, LTD.
By: /s/ Darshan Patel
Name: Darshan Patel
Title: Director
RTW BIOTECH OPPORTUNITIES OPERATING LTD.
By: RTW Investments, LP, its Investment Manager
By: /s/ Rodeick Wong
Name: Rodeick Wong, M.D.
Title: Managing Partner
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Acknowledged and agreed to:
ALLURION TECHNOLOGIES, INC.
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By: |
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s/ Brendan M. Gibbons |
Name: Brendan M. Gibbons |
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SCHEDULE I
Stockholder |
Shares of Common Stock to be Exchanged |
Warrant Shares |
RTW Innovation Master Fund, Ltd. |
161,807.00 |
161,807.00 |
RTW Master Fund, Ltd. |
209,254.00 |
209,254.00 |
RTW Biotech Opportunities Operating Ltd. |
19,934.00 |
19,934.00 |
4010 Royalty Investments ICAV |
1,771 |
1,771 |
Total |
392,766 |
392,766 |
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Exhibit A
FORM OF PRE-FUNDED WARRANT
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
FORM OF PRE-FUNDED COMMON STOCK WARRANT
ALLURION TECHNOLOGIES, Inc.
Warrant Shares: _______ Issue Date:______, 2026
Initial Exercise Date: _______, 2026
THIS PREFUNDED COMMON STOCK WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until the Termination Date (as defined below), but not thereafter, to subscribe for and purchase from Allurion Technologies, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 3(b).
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(A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 3(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 3(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 3(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 3(a) hereof after the close of “regular trading hours” on such Trading Day;
(B) = the Exercise Price of this Warrant, as adjusted hereunder; and
(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.
“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”) or the OTCQX Best Market (“OTCQX”) is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market operated by the OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common
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Stock as determined by an independent appraiser selected in good faith by the Company, the fees and expenses of which shall be paid by the Company.
“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB or the OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market operated by the OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Company, the fees and expenses of which shall be paid by the Company.
If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to the foregoing sentence.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder if the Company is then a participant in the Deposit or Withdrawal at Custodian system (“DWAC”) of the Depository Trust Company (“DTC”) and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of this Warrant), then, such transmission, at the request of the Holder shall be (i) to the third-party purchaser in the resale thereof by the Holder or (ii) by crediting the account of the Holder’s (or its designee’s) broker with DTC through its DWAC system as instructed by the Holder (or its designee), in which case such Warrant Shares (x) shall only be used by such broker to deliver such Warrant Shares to DTC for the purpose of settling the Holder’s share delivery obligations with respect to the sale of such Warrant Shares, which may include delivery to other accounts of such broker and inclusion in the number of Warrant Shares delivered by that broker in “net settling” that broker’s trading of shares of the Company’s Warrant Shares, including its positions with the brokers of the respective persons who purchase such Warrant Shares from the Holder, and (y) shall remain “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act until so delivered, and, otherwise, such transmission shall be by book-entry, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third (3rd) Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise; provided that the maximum amount of liquidated damages payable pursuant to this section shall not exceed $100 for each $1,000 of Warrant Shares. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.
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Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amend its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.
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********************
(Signature Page Follows)
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In Witness Whereof, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
ALLURION TECHNOLOGIES, Inc.
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By: Name: Title:
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NOTICE OF EXERCISE
To: ALLURION TECHNOLOGIES, Inc.
[ ] in lawful money of the United States; or
[ ] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 3(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 3(c).
_______________________________
The Warrant Shares shall be delivered to the following DWAC Account Number:
_______________________________
_______________________________
_______________________________
[SIGNATURE OF HOLDER]
Name of Investing Entity:
Signature of Authorized Signatory of Investing Entity:
Name of Authorized Signatory:
Title of Authorized Signatory:
Date:
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EXHIBIT B
ASSIGNMENT FORM
(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares.)
FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
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Dated: _______________ __, ______ |
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