Overview of the Material Event

Allurion Technologies, Inc. (“Company”) has entered into a significant 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”). The agreement, executed on July 21, 2026, involves the exchange of an aggregate of 392,766 shares of Allurion’s common stock (par value \$0.0001 per share) for pre-funded warrants to purchase an equivalent number of shares of common stock (the “Warrants”).

• The Stockholders are affiliates of RTW Investments, LP, which also holds Revenue Interest Financing Agreements (“RIFAs”) and 6% Convertible Secured Notes due 2031 issued by Allurion.
• RTW Investments, LP and its affiliates beneficially owned approximately 38% of Allurion’s outstanding common stock prior to this exchange.
• As holders of RIFAs and Notes, RTW Investments, LP and affiliates retain the right to foreclose on collateral securing these instruments, which could result in the automatic termination of the Warrants.

Details of the Exchange Agreement

The exchange was conducted pursuant to Section 3(a)(9) of the Securities Act of 1933, meaning:

• The transaction involved an exchange of securities exclusively with existing security holders.
• No commission or other remuneration was paid or given, directly or indirectly, for soliciting the exchange.

The exchange was consummated without registration, relying on the exemption provided by Section 3(a)(9).

Breakdown of Shares and Warrants Issued:

Terms of the Pre-Funded Warrants

The warrants issued are pre-funded Common Stock warrants, with the following features:

• Each warrant allows the purchase of one share of common stock at a minimal exercise price.
• The warrants may be exercised at any time on or after the initial exercise date and before the termination date, subject to the terms specified in the agreement.
• Warrants are subject to a Beneficial Ownership Limitation set at 9.99% of the outstanding shares of common stock, preventing holders from exceeding this threshold.
• Warrants will automatically terminate if RTW Investments, LP and its affiliates foreclose on collateral securing the RIFAs and Notes.
• Warrant Shares, if issued via cashless exercise, may have their holding period “tacked” onto the holding period of the warrant, as per Section 3(a)(9) of the Securities Act.
• No fractional shares will be issued; cash adjustments will be made for fractions.
• Warrants are non-transferable except as provided in the agreement and do not confer voting or dividend rights until exercised.

Potential Price Sensitive and Shareholder-Relevant Information

• Change in Capital Structure: Shareholders should note the shift from common stock to warrants for RTW affiliates, which may impact voting power and potential dilution scenarios.
• Control and Foreclosure Risk: RTW Investments, LP and affiliates retain significant control and, as holders of RIFAs and Notes, could foreclose on collateral, leading to automatic termination of the warrants. This event could materially affect share value and company control.
• Insider Ownership: RTW Investments, LP continues to be a substantial insider, with actions by this group directly impacting the company’s capital and governance.
• Exemption from Registration: The transaction did not involve public solicitation or payment of commissions, mitigating regulatory risks but potentially affecting liquidity and market perception.
• Emerging Growth Company Status: Allurion Technologies, Inc. is an emerging growth company and has not elected to use the extended transition period for new or revised financial accounting standards, which could affect future financial reporting.

Additional Shareholder Considerations

• Securities Registered: The company’s common stock (ALUR) and warrants (ALUR WS) are registered for trading, though warrants do not currently have an exchange listed for trading (“N/A”).
• Warrant Mechanics: Exercise of warrants may be made via DWAC (Depository Trust Company) if the company participates in the system, providing streamlined settlement.
• Future Adjustments: Warrants are subject to adjustment provisions for stock splits, dividends, reorganizations, and other corporate actions, which could affect the number of shares issuable upon exercise and the exercise price.

Conclusion

This exchange agreement represents a significant transaction for Allurion Technologies, Inc., potentially impacting both the short-term and long-term share value. The conversion of substantial insider holdings into pre-funded warrants, with the possibility of automatic termination upon foreclosure, introduces new dynamics regarding capital structure, voting power, and financial risk. Shareholders should monitor further filings and company developments closely, as actions by RTW Investments, LP and affiliates could materially affect Allurion’s future.

Disclaimer

This article is based on a review of Allurion Technologies, Inc.’s SEC Form 8-K and related exhibits filed on July 21, 2026. The information herein is intended for informational purposes only and should not be construed as investment advice. Readers are advised to conduct their own due diligence and consult with professional advisors before making any investment decisions. The author and publisher assume no liability for any actions taken based on the information provided.