| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
ALLURION TECHNOLOGIES, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
11 Huron Drive, Natick,
MASSACHUSETTS
, 01760. |
Item 1 Comment:
This Amendment No. 13 (this "Amendment No. 13" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on August 11, 2023, and amended on April 17, 2024, July 2, 2024, October 24, 2024, January 10, 2025, January 16, 2025, January 29, 2025, February 24, 2025, April 17, 2025, November 7, 2025, November 13, 2025, March 2, 2026 and July 23, 2026 (as amended, the "Statement"). Unless otherwise defined herein, capitalized terms used in this Amendment No. 13 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.
|
| Item 2. | Identity and Background |
|
| (a) | This Schedule 13D/A is being filed by RTW Investments, LP ("RTW Investments") and Roderick Wong, M.D. ("Dr. Wong"). RTW Investments is the investment advisor to certain funds (collectively, the "RTW Funds"). RTW Investments and Dr. Wong are collectively referred to herein as the "Reporting Persons." The agreement among the Reporting Persons to file this Schedule 13D/A jointly in accordance with Rule 13d-1(k) of the Act is attached hereto as Exhibit 99.1. |
| (b) | The address of the principal business office of each the Reporting Persons is 40 10th Avenue, Floor 7, New York, NY 10014. |
| (c) | The principal business of RTW Investments is serving as investment to the RTW Funds. The principal occupation of Dr. Wong is to serve as the Managing Partner and Chief Investment Officer of RTW Investments. |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, other than the previously announced settlement order entered into by RTW Investments with the SEC dated May 30, 2023 (File No. 3-21473) (the "Settlement"). Pursuant to the Settlement, the SEC found violations of Sections 206(2) and 206(4) of the Investment Advisors Act of 1940 and Rule 206(4)-7 thereunder, and Section 13(d) of the Act and Rules 13d-1 and 13d-2 thereunder, relating to conflicts of interest disclosure and beneficial ownership reporting, respectively. Under the terms of the settlement, RTW Investments agreed to a cease-and-desist order, a censure, and a civil penalty of $1.4 million. |
| (f) | RTW Investments was organized in the state of Delaware and Dr. Wong is a citizen of the United States. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Row 11 of each Reporting Person's cover page to this Schedule 13D set forth the aggregate number of shares of Common Stock beneficially owned by such Reporting Person and is incorporated by reference. Each Reporting Person beneficially owns 9.99% of the outstanding Common Stock, based upon 1,000,416 shares of Common Stock (giving effect to the Reverse Split) outstanding as of May 12, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2026 less the 392,766 shares of Common Stock surrendered to the Issuer in connection with the Share Exchange, and giving effect to Pre-Funded Warrants, to the extent exercisable within 60 days hereof, as referenced herein. Due to field limitations of the EDGAR filing system, the percentages listed in Row 13 of the Reporting Persons' cover pages have been rounded down to 9.9%. |
| (b) | Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of Common Stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference. |
| (c) | On August 31, 2026, the RTW Funds assigned, for nominal consideration, their RIFAs and Notes to an unaffiliated third party. Except as set forth herein, none of the Reporting Persons has effected any transactions with respect to the securities of the Company since the most recent amendment to the Statement. |
| (d) | No person, other than the Reporting Persons and the RTW Funds, has the right to receive or the power to direct the receipt of dividends or proceeds of sale of the Shares reported herein. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 of the Statement is hereby amended and supplemented as follows:
Following the assignment of the RIFAs and the Notes as described in Item 5, the RTW Funds no longer hold economic or ownership rights under the RIFAs or Notes. |
| Item 7. | Material to be Filed as Exhibits. |
| | Item 7 of the Statement is hereby amended and supplemented as follows:
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the amendment to the Reporting Persons' Schedule 13D filed with the SEC on July 23, 2026).
Exhibit 99.2 Form of Pre-Funded Warrant |