ALLURION TECHNOLOGIES INC SEC Filings

Allurion Technologies (ALUR) reports sharply weaker results for the quarter ended September 30, 2025. Revenue fell to $2.7 million from $5.4 million a year earlier, while the company swung from net income of $8.7 million to a net loss of $11.9 million, driven by lower sales and continued operating expenses. For the first nine months of 2025, revenue declined to $11.6 million from $26.5 million, with a net loss of $22.7 million versus net income of $2.4 million in the prior-year period.

Allurion ended the quarter with $6.1 million in cash and cash equivalents and total assets of $18.1 million, against total liabilities of $101.1 million, including a $49.9 million Revenue Interest Financing liability and $32.2 million of convertible notes payable. Stockholders’ deficit widened to $82.9 million, even after increasing common shares outstanding to 7,767,027 from 2,710,607 at December 31, 2024.

Allurion Technologies, Inc. filed a notice of late filing for its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, explaining that it needed extra time to prepare and review items that occurred after quarter end. That work is now complete, and the company expects to file the Form 10-Q on the date of this notice, within the five-day extension allowed.

Allurion expects to report total revenue of approximately $2.7 million for the three months ended September 30, 2025, compared with approximately $5.4 million a year earlier. Gross profit is expected to be about $1.3 million versus $3.1 million, with lower operating expenses: sales and marketing of about $3.1 million, research and development of about $2.0 million, and general and administrative of about $5.8 million. Loss from operations is expected to be approximately $9.6 million, improved from approximately $12.3 million in the prior-year quarter.

Allurion Technologies, Inc. (ALUR)RTW Investments, LP acquired common stock and accompanying warrants in a private placement. The reporting entities bought blocks of 991,544, 767,848 and 96,896 shares of common stock, each with matching warrants, at a purchase price of $1.67 per share and accompanying warrant. Following these transactions, the funds report beneficial ownership of up to 3,138,798, 2,427,089 and 298,992 shares through different RTW-managed vehicles, plus an additional 26,551 shares in another fund. The warrants carry an exercise price of $1.67 per share, become exercisable only after stockholder approval, and expire five years after that approval. Each warrant is subject to a beneficial ownership cap of 4.99% (or 9.99% at the holder’s election), and Allurion has agreed to use its reasonable best efforts to hold a stockholder meeting no later than January 31, 2026 to seek approval for the warrant share issuance.

Allurion Technologies (ALUR): RTW Investments and affiliates filed an amended Schedule 13D disclosing 48.1% beneficial ownership, or 5,891,430 shares, based on 12,249,232 shares outstanding upon the private placement closing.

On November 11, 2025, RTW agreed to exchange remaining note principal, $48.0 million under a 2023 revenue interest financing agreement and $9.5 million under a 2024 agreement for Series B convertible preferred stock. The preferred has an 8.25% dividend, is convertible at $3.37 per share of common stock, and includes a 9.9% beneficial ownership conversion cap. Closing is subject to stockholder approval and listing/effectiveness conditions.

RTW funds also bought 1,856,288 shares with accompanying warrants at $1.67 per unit for approximately $3.1 million. Governance terms allow RTW to nominate one or two directors while it holds at least 10% or 30% of the Company’s securities, respectively, with additional nomination rights upon a specified breach tied to a $3.0 million minimum cash balance and FDA marketing authorization by December 31, 2026.

Allurion Technologies (ALUR) announced two financing moves. The company agreed to a private placement of 2,994,012 common shares with accompanying warrants to purchase up to 2,994,012 shares, for an aggregate purchase price of about $5 million at $1.67 per share and warrant. The warrants are exercisable after stockholder approval at an exercise price of $1.67 and expire five years after approval, with a beneficial ownership cap of 4.99% (or 9.99% at the holder’s election). A resale registration is targeted to be filed by January 10, 2026; Roth Capital Partners will receive a 7% cash fee on gross proceeds and up to $100,000 in expenses.

Separately, Allurion agreed with RTW to exchange its outstanding notes and obligations under two revenue interest financing agreements for newly created Series B convertible preferred stock, subject to stockholder approval no later than January 31, 2026. Each preferred share has a $1,000 stated value, accrues 8.25% dividends, and is convertible at $3.37 per share (subject to adjustment) with a 9.9% beneficial ownership limit. In a related step, on November 4–5, 2025, RTW converted approximately $5 million of notes at the floor conversion price of $3.35, receiving 1,492,539 common shares.

Allurion Technologies (ALUR): RTW files Amendment No. 9 to Schedule 13D, reporting beneficial ownership of 4,035,142 shares, or 43.6% of the common stock.

On November 5, 2025, the RTW funds converted $5.0 million principal amount of notes into 1,492,539 shares under an amended note purchase agreement. The ownership percentages are based on 7,762,681 shares outstanding as of August 8, 2025, plus the shares issued pursuant to the November 2025 conversion notice. RTW Investments, LP and Roderick Wong report shared voting and dispositive power over 4,035,142 shares.

By entity, RTW Master Fund, Ltd. reports 2,147,254 shares (23.2%), and RTW Innovation Master Fund, Ltd. reports 1,659,241 shares (17.9%). The notes include a 9.99% beneficial ownership conversion cap, while RTW’s warrants are subject to a 4.99% blocker that can be increased to 9.99% with 61 days’ prior notice.

Allurion Technologies (ALUR): Affiliated funds managed by RTW Investments reported converting an aggregate $5.0 million principal amount of Allurion’s convertible senior secured notes into common stock at the floor conversion price of $3.35 per share on November 5, 2025. The filing identifies the reporting persons as a Director and 10% owner and indicates the form is filed by more than one reporting person.

The conversion resulted in share issuances to multiple RTW-managed entities, including 822,722 shares to RTW Master Fund and 631,954 shares to RTW Innovation. The notes bear 6.0% annual interest and mature on April 16, 2031. Remaining notes are convertible at $40.50 per share and may also be converted at additional prices at the issuer’s discretion. A 9.99% beneficial ownership limitation applies, unless a discretionary conversion is used.

Allurion Technologies amended its quarterly report to reflect a restatement and adjustments tied to a Reverse Stock Split and the closing of its Business Combination with Compute Health. The filing discloses material weaknesses in internal control over financial reporting and describes remediation steps including hiring accounting staff, implementing a new ERP, and engaging a national accounting firm.

The company completed several financing and capital transactions: a PIPE investment of $37.9 million, a Public Offering consummated July 1, 2024, amended convertible note arrangements, and revenue interest financing that pays 6.0% of annual net sales through 2026 and up to 10.0% thereafter until 2030. The Allurion Balloon sales were suspended in France and remediation is underway; the company also disclosed NYSE non-compliance and submitted a plan to regain compliance.