Allurion Technologies Exchanges Stock for Warrants; Purchase Agreement Terminated

What Happened

• On July 21, 2026 Allurion Technologies, Inc. entered an Exchange Agreement with affiliates of RTW Investments under which the Stockholders exchanged 392,766 shares of common stock for pre-funded warrants to purchase an aggregate of 392,766 shares. The warrants have a $0.0001 exercise price, are immediately exercisable, and include a beneficial ownership limit initially set at 9.99% (adjustable to as much as 19.99% after 61 days’ notice). The Exchange relied on the Section 3(a)(9) exemption for exchanges among existing security holders.
• On the same date the Company received notice terminating the Securities Purchase and Exchange Agreement dated November 11, 2025 (the “Purchase Agreement”) between the Company and certain RTW funds. Because the Purchase Agreement was terminated effective July 21, 2026, the indebtedness that would have been exchanged for Series B Preferred Stock — including amounts outstanding under the Revenue Interest Financing Agreements (RIFAs) and the Company’s 6% Convertible Secured Notes due 2031 — remains outstanding under its original terms.

Key Details

• 392,766 shares of common stock were exchanged for pre-funded warrants to purchase 392,766 shares.
• Warrant exercise price: $0.0001 per share; immediately exercisable; beneficial ownership cap initially 9.99% (holder may increase up to 19.99% with 61 days’ notice).
• Warrants automatically terminate upon earliest of: (i) foreclosure by holders of the RIFAs and the Notes on collateral, (ii) Company bankruptcy (Chapter 7 or 11), or (iii) holder’s written election to terminate.
• Affiliates of RTW Investments, LP (the Stockholders) beneficially owned ~38% of common stock prior to the Exchange and are also holders of the RIFAs and the Notes.

Why It Matters

• Capital-structure impact: the Exchange converts existing common shares into pre-funded warrants that are immediately exercisable at a nominal price, which could lead to additional common shares outstanding if exercised. The beneficial ownership limits constrain how much RTW affiliates can hold without notice.
• Debt position unchanged: termination of the November 2025 Purchase Agreement means the Company did not complete the previously proposed debt-for-preferred-stock swap; the RIFAs and 6% Convertible Secured Notes due 2031 remain outstanding.
• Related-party dynamics: RTW affiliates are both significant equity holders and holders of the Company’s secured debt; they also control foreclosure rights that could automatically terminate the warrants, linking equity and debt outcomes for investors.