Allurion insiders convert $5.0M notes into stock at $3.35
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Insights
Debt converted to equity: $5.0M notes at $3.35 per share.
RTW-managed funds converted an aggregate $5.0 million of Allurion’s convertible senior secured notes at a floor price of $3.35 per share, resulting in common stock issuance to multiple RTW entities. This is a non-cash event that shifts obligations from debt to equity.
The remaining notes are convertible at $40.50 per share, with additional conversion prices at the issuer’s discretion. The notes pay 6.0% annual interest and mature on April 16, 2031. A 9.99% beneficial ownership cap limits conversions unless conducted via a discretionary conversion.
Holders’ future conversion choices and any issuer-discretion conversions will determine additional equity issuance; specifics would come through subsequent disclosures.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Convertible Note | 0 | $2,756,117.00 | -- |
| Conversion | Convertible Note | 0 | $2,756,117.00 | -- |
| Grant/Award | Convertible Note | 0 | $2,117,044.00 | -- |
| Conversion | Convertible Note | 0 | $2,117,044.00 | -- |
| Grant/Award | Convertible Note | 0 | $126,839.00 | -- |
| Conversion | Convertible Note | 0 | $126,839.00 | -- |
| Conversion | Common Stock, $0.0001 par value per share | 822,722 | $3.35 | $2.76M |
| Conversion | Common Stock, $0.0001 par value per share | 631,954 | $3.35 | $2.12M |
| Conversion | Common Stock, $0.0001 par value per share | 37,863 | $3.35 | $127K |
| holding | Common Stock, $0.0001 par value per share | -- | -- | -- |
Footnotes (1)
- RTW Investments, LP (the "Adviser") manages certain funds that directly hold the securities reported herein, including RTW Master Fund, Ltd. ("Master Fund"), RTW Innovation Master Fund, Ltd. ("RTW Innovation") and other funds or accounts managed by the Adviser (each, an "Other RTW Fund"). Roderick Wong, M.D. serves as the Managing Partner and Chief Investment Officer of the Adviser. Each Reporting Person disclaims beneficial ownership of the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Held directly by Master Fund. Held directly by RTW Innovation. Held by an Other RTW Fund. On November 5, 2025, pursuant to the terms of that certain Note Purchase Agreement dated April 14, 2024 as amended through April 15, 2025 (the "Amended Note Purchase Agreement"), the Reporting Persons delivered, and the Issuer accepted, conversion notices to convert $5.0 million aggregate principal amount of the convertible senior secured notes (the "Notes") held by the Reporting Persons at the floor conversion price of $3.35 per share. The remaining outstanding amount of the Notes remains convertible at a conversion price of $40.50 per share, as well as additional conversion prices in the discretion of the Issuer (the "Discretionary Conversions"). The Notes bear interest at an annual rate of 6.0%, which is payable quarterly in cash, or, at the Issuer's option, in kind for the first three years. The reported amount of shares does not give effect to any increase in principal amount as a result of PIK interest payments. The maturity date of the Notes is April 16, 2031. Pursuant to the Amended Note Purchase Agreement, the RTW Funds may not convert the Notes to the extent that such conversion would result in the RTW Funds beneficially owning more than 9.99% of the Issuer's common stock after giving effect to such conversion, unless converted pursuant to a Discretionary Conversion.
