| Item 1.01 | Entry into a Material Definitive Agreement |
Underwriting Agreement
On June 28, 2024, Allurion Technologies, Inc. (the “Company” or “Allurion”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and TD Securities (USA) LLC, as representatives of the several underwriters (the “Underwriters”), pursuant to which the Company agreed to issue and sell 14,406,508 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and warrants (“Public Warrants”) to purchase 14,406,508 shares of Common Stock at an offering price of $1.20 per share and accompanying Public Warrant (the “Offering”). Pursuant to the Underwriting Agreement, the Company has also granted the Underwriters an option exercisable for 30 days to purchase up to an additional 2,160,976 shares of Common Stock and/or 2,160,976 Public Warrants at the public offering price. The gross proceeds to the Company from the Offering are expected to be approximately $17.3 million, before deducting the Underwriters’ discounts and commissions and estimated offering expenses payable by the Company, or approximately $20 million if the Underwriters exercise in full their option to purchase additional shares. The Offering closed on July 1, 2024, subject to customary closing conditions.
The Offering is being made pursuant to the Company’s registration statement on Form S-1 (Registration No. 333-280466), which was filed with the Securities and Exchange Commission (the “SEC”) on June 26, 2024 and which was declared effective by the SEC on June 28, 2024. The final prospectus relating to the Offering, dated June 28, 2024, was filed with the SEC on June 28, 2024.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions.
The Public Warrants are immediately exercisable at an exercise price of $1.20 and will expire five years from the date of issuance, subject to certain limitations. A holder of Public Warrants may not exercise the Public Warrant if such holder, together with its affiliates, would beneficially own more than 4.99% (or, upon election by a Holder prior to the issuance of the Public Warrants, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise.
The foregoing descriptions of the Underwriting Agreement and Public Warrants do not purport to be complete and are qualified in their entirety by reference to the Underwriting Agreement and the form of Public Warrant, which are filed as Exhibit 1.1 and 4.1 hereto, respectively, and are incorporated herein by reference.
Subscription Agreement
On June 28, 2024, the Company entered into a subscription agreement (the “Subscription Agreement”) with funds affiliated with RTW Investments, LP (collectively, “RTW”), pursuant to which the Company agreed to sell to RTW 2,260,159 shares of a newly created series of preferred stock, Series A non-voting convertible preferred stock, par value $0.0001 per share (“Series A Preferred Stock”), and 2,260,159 private placement warrants (“Private Placement Warrants”) to purchase Common Stock, for an aggregate purchase price of approximately $2.7 million at a purchase price per share of Series A Preferred Stock and accompanying Private Placement Warrant equal to the per share Offering price for the shares of Common Stock and Public Warrants in the Offering (the “Private Placement”). The Private Placement closed on July 1, 2024, subject to customary closing conditions.
Pursuant to the Subscription Agreement, the Company has agreed to file a resale registration statement with the SEC within 45 days after July 1, 2024 to register the resale of the shares of Common Stock issuable upon the conversion of the Series A Preferred Stock and exercise of the Private Placement Warrants. Allurion must use commercially reasonable efforts to have such registration statement declared effective by the SEC as soon as practicable, but in no event later than the date which shall be either (a) in the event that the SEC does not review such registration statement, 90 days after July 1, 2024, or (b) in the event that the SEC reviews such registration statement, 120 days after the July 1, 2024 (but in any event, no later than three business days following the SEC indicating that it has no further comments on the registration statement).
