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Allurion Technologies, Inc. entered into an exchange agreement with RTW-affiliated stockholders on July 21, 2026, under which they exchanged an aggregate of 392,766 shares of common stock for pre-funded warrants to purchase an equal number of shares. The warrants have a $0.0001 per share exercise price, are immediately exercisable, and include a beneficial ownership limitation initially set at 9.99% of outstanding common stock, adjustable up to 19.99% upon 61 days’ written notice.
Each warrant will automatically terminate upon foreclosure on collateral securing Allurion’s Revenue Interest Financing Agreements or its 6% Convertible Secured Notes due 2031, upon specified bankruptcy events, or at the holder’s election. Affiliates of RTW Investments, LP, which hold these instruments, beneficially owned approximately 38% of Allurion’s outstanding common stock prior to the exchange. Allurion also received notice terminating a November 11, 2025 Securities Purchase and Exchange Agreement that would have exchanged certain indebtedness for Series B Perpetual Convertible Preferred Stock; because closing did not occur by February 28, 2026, the agreement became void with no termination penalty, and the related indebtedness, including amounts under the revenue interest agreements and convertible notes, remains outstanding on its original terms. The exchange relied on the Section 3(a)(9) exemption for transactions with existing security holders.
RTW Investments, LP and Roderick Wong, M.D. filed Amendment No. 12 updating their beneficial ownership in Allurion Technologies, Inc. following a 1‑for‑15 reverse stock split effected on June 18, 2026 and a July 21, 2026 share exchange.
On July 21, 2026, RTW-managed funds exchanged 392,766 shares of Allurion common stock for newly issued Pre‑Funded Warrants exercisable for 392,766 shares, funded from the RTW Funds’ working capital with no additional consideration. Each warrant has a $0.0001 exercise price, is immediately exercisable, and is subject to a 9.99% beneficial ownership cap with a 61‑day notice requirement to change that limit. After these changes, each Reporting Person beneficially owns 67,441 shares of common stock, representing 9.99% of the outstanding class, based on 1,000,416 shares outstanding as of May 12, 2026, adjusted for the 392,766 shares surrendered and Pre‑Funded Warrants exercisable within 60 days. The filing also references a prior $1.4 million SEC settlement with RTW Investments in 2023 concerning disclosure and beneficial ownership reporting violations.
RTW Investments, LP and affiliated funds restructured holdings in Allurion Technologies on July 21, 2026 by exchanging 209,254, 161,807, 19,934 and 1,771 shares of Common Stock for equal numbers of Pre-Funded Warrants exercisable at $0.0001 per share. The warrants are exercisable immediately, have no expiration, and are subject to a 9.99% beneficial ownership cap; share counts reflect a 1-for-15 reverse stock split completed June 18, 2026.
Allurion Technologies, Inc. stated that Chief Executive Officer and board member Shantanu K. Gaur, M.D. resigned his positions effective immediately on July 17, 2026. The company reported that his resignation was not the result of any disagreement regarding operations, policies or practices.
The board of directors has not appointed an interim or permanent Chief Executive Officer. Chief Operating Officer Ojas Buch is overseeing day-to-day operations and certain responsibilities previously performed by Dr. Gaur, while his title and compensation arrangements remain unchanged.
Allurion Technologies, Inc. reported that director Douglas Hudson, a Class II member of the board, resigned from the board and from the Nominating and Corporate Governance Committee effective June 30, 2026. The company stated that his resignation was not due to any disagreement with management, the board, or company policies or practices. The board is evaluating which current director will be appointed to replace him on the Nominating and Corporate Governance Committee.