Allurion investors exchange stock for pre-funded warrants
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.
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
Other: 785,532 shares
Other
8 txns
Insider
RTW INVESTMENTS, LP, WONG RODERICK
Role
10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Pre-Funded Warrant (Right to Buy) F1, F10, F2, F3 | 209,254 | -- | -- |
| Other | Pre-Funded Warrant (Right to Buy) F4, F10, F2, F5 | 161,807 | -- | -- |
| Other | Pre-Funded Warrant (Right to Buy) F6, F10, F2, F7 | 19,934 | -- | -- |
| Other | Pre-Funded Warrant (Right to Buy) F8, F10, F2, F9 | 1,771 | -- | -- |
| Other | Common Stock, $0.0001 par value per share F1, F2, F3 | 209,254 | -- | -- |
| Other | Common Stock, $0.0001 par value per share F4, F2, F5 | 161,807 | -- | -- |
| Other | Common Stock, $0.0001 par value per share F6, F2, F7 | 19,934 | -- | -- |
| Other | Common Stock, $0.0001 par value per share F8, F2, F9 | 1,771 | -- | -- |
Holdings After Transaction:
Pre-Funded Warrant (Right to Buy) — 392,766 contracts (Indirect, See Footnotes);
Common Stock, $0.0001 par value per share — 0 shares (Indirect, See footnotes)
Footnotes (10)
- F1. On July 21, 2026, RTW Master Fund, Ltd. ("Master Fund") entered into an Exchange Agreement with the Issuer pursuant to which the Master Fund exchanged, for no additional consideration, 209,254 shares of the Issuer's Common Stock for a pre-funded warrant exercisable for up to 209,254 shares of the Issuer's Common Stock at an exercise price of $0.0001 per share (a "Pre-Funded Warrant").
- F2. RTW Investments, LP (the "Adviser") manages certain funds that directly hold the securities reported herein, including the Master Fund, RTW Innovation Master Fund, Ltd. ("RTW Innovation"), RTW Biotech Opportunities Operating Ltd. ("RTW Biotech Fund") 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.
- F3. Held directly by Master Fund.
- F4. On July 21, 2026, RTW Innovation entered into an Exchange Agreement with the Issuer pursuant to which the RTW Innovation exchanged, for no additional consideration, 161,807 shares of the Issuer's Common Stock for a Pre-Funded Warrant exercisable for 161,807 shares of the Issuer's Common Stock.
- F5. Held directly by RTW Innovation.
- F6. On July 21, 2026, RTW Biotech Fund entered into an Exchange Agreement with the Issuer pursuant to which the RTW Biotech Fund exchanged, for no additional consideration, 19,934 shares of the Issuer's Common Stock for a Pre-Funded Warrant exercisable for 19,934 shares of the Issuer's Common Stock.
- F7. Held directly by RTW Biotech Fund.
- F8. On July 21, 2026, RTW Innovation entered into an Exchange Agreement with the Issuer pursuant to which Other RTW Fund exchanged, for no additional consideration, 1,771 shares of the Issuer's Common Stock for a Pre-Funded Warrant exercisable for 1,771 shares of the Issuer's Common Stock.
- F9. Held by an Other RTW Fund.
- F10. The Pre-Funded Warrant has no expiration date and is exercisable immediately. Notwithstanding the foregoing, the holder shall not be entitled to exercise the Pre-Funded Warrant to the extent that it would cause the aggregate number of shares of Common Stock beneficially owned by the holder, together with its Attribution Parties (as defined in the Pre-Funded Warrant), to exceed 9.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.
Key Figures
Shares exchanged by Master Fund: 209,254 shares
Shares exchanged by RTW Innovation: 161,807 shares
Shares exchanged by RTW Biotech Fund: 19,934 shares
+4 more
7 metrics
Shares exchanged by Master Fund
209,254 shares
Exchanged for a Pre-Funded Warrant on July 21, 2026
Shares exchanged by RTW Innovation
161,807 shares
Exchanged for a Pre-Funded Warrant on July 21, 2026
Shares exchanged by RTW Biotech Fund
19,934 shares
Exchanged for a Pre-Funded Warrant on July 21, 2026
Shares exchanged by Other RTW Fund
1,771 shares
Exchanged for a Pre-Funded Warrant on July 21, 2026
Pre-Funded Warrant exercise price
$0.0001 per share
Exercise price of each Pre-Funded Warrant received in the exchanges
Beneficial ownership cap
9.99%
Maximum aggregate beneficial ownership after warrant exercise including Attribution Parties
Reverse stock split ratio
1-for-15
Allurion reverse stock split effected June 18, 2026; share counts are post-split
Key Terms
Pre-Funded Warrant, Exchange Agreement, beneficial ownership, Attribution Parties, +1 more
5 terms
Pre-Funded Warrant financial
"exchanged shares of Common Stock for a pre-funded warrant exercisable for up to those shares"
A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.
Exchange Agreement financial
"entered into an Exchange Agreement with the issuer pursuant to which shares were exchanged"
A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.
beneficial ownership regulatory
"cause the aggregate number of shares of Common Stock beneficially owned by the holder"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Attribution Parties regulatory
"together with its Attribution Parties as defined in the Pre-Funded Warrant"
reverse stock split financial
"effected a 1-for-15 reverse stock split; the share counts herein reflect it"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
FAQ
What transactions did RTW Investments report in Allurion Technologies (ALUR) on this Form 4?
RTW Investments and affiliated funds exchanged existing Common Stock of Allurion Technologies for Pre-Funded Warrants. The exchanges occurred on July 21, 2026 and involved several RTW-managed funds, with each fund swapping its shares for a warrant over the same number of shares.
What are the key terms of the Allurion (ALUR) Pre-Funded Warrants received by RTW funds?
Each Pre-Funded Warrant is exercisable immediately at an exercise price of $0.0001 per share. The warrants have no expiration date and include a 9.99% beneficial ownership cap that limits exercises based on the holder’s aggregate ownership with its related parties.
How does the 9.99% beneficial ownership cap affect ALUR warrant exercises?
The Pre-Funded Warrants cannot be exercised if doing so would cause the holder, together with its Attribution Parties, to own more than 9.99% of Allurion’s outstanding Common Stock. This cap limits how many shares can be issued on exercise at any given time.
AI-generated analysis. How Rhea-AI works. Not financial advice.
