| Item 1.01 | Entry into a Material Definitive Agreement |
Securities Purchase Agreement
On February 19, 2025, Allurion Technologies, Inc. (the “Company” or “Allurion”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain accredited investors named therein, pursuant to which the Company agreed to issue and sell 900,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (the “Offering”), and 1,800,000 accompanying common warrants (the “Common Warrants”) to purchase up to 1,800,000 shares of Common Stock upon exercise of the Common Warrants in a concurrent private placement (the “Private Placement”), at an offering price of $5.23 per share and accompanying Common Warrant.
The Offering and Private Placement resulted in gross proceeds to the Company of approximately $4.7 million, before deducting the Placement Agent fees and commissions and estimated offering expenses payable by the Company. The Offering and Private Placement closed on February 20, 2025. The Company intends to use the net proceeds of the Offering and Private Placement to fund its clinical pipeline testing the effects of the combination of the Allurion Balloon and GLP-1 therapy on muscle mass and long-term GLP-1 adherence, for working capital and other general corporate purposes.
In connection with the Offering and Private Placement, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Roth Capital Partners, LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to serve as the exclusive placement agent for the issuance and sale of the Common Stock and Common Warrants, and to use reasonable best efforts to arrange for the sale of the Common Stock and Common Warrants. The Company agreed to pay the Placement Agent a cash fee equal to 7% of the aggregate gross proceeds raised from the sale and issuance of the Common Stock, Common Warrants, and Private Placement Securities (as defined herein). Pursuant to the Placement Agency Agreement, the Company also agreed to reimburse the Placement Agent for reasonable and documented out-of-pocket expenses of up to $25,000.
The Offering of Common Stock was made pursuant to an effective registration statement on Form S-3 (Registration No. 333-283721) (the “Registration Statement”). The final prospectus supplement relating to the Offering, dated February 19, 2025, was filed with the Securities and Exchange Commission on February 20, 2025.
The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, certain obligations of the parties, and indemnification provisions.
The Common Warrants will not be exercisable until we obtain stockholder approval for the issuance of the shares of Common Stock underlying the Common Warrants as required by the applicable rules and regulations of the New York Stock Exchange (the “NYSE”), and will then be immediately exercisable upon receipt of such stockholder approval at an exercise price of $5.23 per share and will expire five years from the date of stockholder approval, subject to certain limitations. There is no public market for the Common Warrants and we do not intend to apply for a listing of the Common Warrants on the NYSE or any other national securities exchange or nationally recognized trading system.
The foregoing descriptions of the Placement Agency Agreement, the Common Warrant and Securities Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the Placement Agency Agreement, the Form of Common Warrant and the form of Securities Purchase Agreement, which are filed as Exhibit 1.1, Exhibit 4.1 and 10.1 hereto, respectively, and are incorporated herein by reference.
The legal opinion of Goodwin Procter, LLP relating to the legality of the issuance and sale of the Common Stock in the Offering is attached as Exhibit 5.1 hereto.
We have agreed to use reasonable best efforts to hold a special meeting of stockholders on or prior to March 28, 2025 in order to obtain such stockholder approval. There is no guarantee we will be able to hold the special meeting by such date, or at all. If we do not obtain such stockholder approval at the special meeting, we are obligated to call a meeting every sixty days thereafter to seek such stockholder approvals until the earlier of the date on which such stockholder approval is obtained or the common warrants are no longer outstanding.
Subscription Agreement
On February 19, 2025, the Company entered into a subscription agreement (the “Subscription Agreement”) with an accredited investor affiliated with Leavitt Equity Partners (“Leavitt”), pursuant to which the Company agreed to sell to Leavitt 267,686 shares of Common Stock (the “Private Placement Shares”) and common warrants to purchase up to 535,372 shares of Common Stock (the “Private Placement Warrants” and together with the
