Allurion Technologies, Inc. (NYSE: ALUR) (“Allurion” or the
“Company”), a company dedicated to ending obesity, today announced
the pricing of an underwritten public offering of 14,406,508 shares
of its common stock, par value $0.0001 per share (the “Shares”),
and warrants to purchase 14,406,508 Shares (the “Warrants” and,
together with the Shares, the “Securities”) at a public offering
price of $1.20 per share, for total gross proceeds of $17.3
million, before deducting underwriting discounts and commissions
and other offering expenses payable by the Company.
Jefferies and TD Cowen are acting as joint book-running managers
and representatives of the underwriters for the offering. Roth
Capital Partners is acting as co-manager for the offering. The
Company has granted the underwriters a 30-day option to purchase
additional Securities in an amount equal to 15% of the Securities
offered in the offering.
The Company agreed to sell to funds affiliated with RTW
Investments (“RTW”), in a concurrent private placement subject to
the consummation of the public offering and satisfaction of
customary closing conditions, a newly created series of preferred
stock, Series A convertible preferred stock (the “Series A
Preferred Stock”) and private placement warrants, at the public
offering price, for total gross proceeds of approximately $2.7
million. The Series A Preferred Stock will not have any voting
rights and will automatically convert into Shares upon stockholder
approval of such conversion. The securities sold in the concurrent
private placement are being issued pursuant to the exemptions
provided by Section 4(a)(2) of the Securities Act of 1933, as
amended (the “Securities Act”), have not been registered under the
Securities Act or any state or other applicable jurisdiction’s
securities laws, and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable
state or other jurisdiction's securities laws.
The aggregate gross proceeds from the public offering and the
concurrent private placement are expected to be approximately $20.0
million, before underwriting discounts and commissions and other
offering expenses payable by Company, and without giving effect to
any exercise by the underwriters of their option to purchase
additional shares. The public offering and concurrent private
placement are expected to close on or about July 1, 2024, subject
to the satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the
underwritten public offering and the concurrent private placement
to continue to fund clinical trials, commercial sales and research
and development, and for working capital and general corporate
purposes.
A registration statement on Form S-1 (File No. 333-280466)
relating to the Securities being sold in this offering has been
filed with the Securities and Exchange Commission (the “SEC”), and
is available on the SEC’s website located at www.sec.gov. This
offering is being made only by means of a written prospectus that
forms a part of the registration statement. Copies of the
preliminary prospectus related to this offering may be obtained
from Jefferies LLC, Attention: Equity Syndicate Prospectus
Department, 520 Madison Avenue, New York, New York 10022, by
telephone at 877-821-7388, or by email at
prospectus_department@jefferies.com or TD Securities (USA) LLC, 1
Vanderbilt Avenue, New York, NY 10017, by telephone at (855)
495-9846, or by email at TD.ECM_Prospectus@tdsecurities.com.
This press release does not constitute an offer to sell nor a
solicitation of an offer to buy, nor shall there be any sale of the
Securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Allurion
Allurion is dedicated to ending obesity. The Allurion Program is
a weight loss platform that features the Allurion Gastric Balloon,
the world’s first and only swallowable, Procedureless™ intragastric
balloon for weight loss, and offers access to the Allurion Virtual
Care Suite, including the Allurion Mobile App for consumers,
Allurion Insights for health care providers featuring the Coach
Iris AI Platform, and the Allurion Connected Scale. The Allurion
Virtual Care Suite is also available to providers separately from
the Allurion Program to help customize, monitor and manage weight
loss therapy for patients regardless of their treatment plan:
gastric balloon, surgical, medical or nutritional. The Allurion
Gastric Balloon is an investigational device in the United
States.
For more information about Allurion and the Allurion Virtual
Care Suite, please visit www.allurion.com
Allurion is a trademark of Allurion Technologies, Inc. in the
United States and countries around the world.
Forward-Looking Statements
This press release may contain certain forward-looking
statements within the meaning of the U.S. federal and state
securities laws. These forward-looking statements generally are
identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,”
“will continue,” “will likely result,” and similar expressions and
include statements regarding the expected completion, timing and
size of the proposed public offering and concurrent private
placement, the grant to the underwriters of the option to purchase
additional securities in the offering, the anticipated use of
proceeds of the offering and concurrent private placement, and
other statements about future events that reflect the current
beliefs and assumptions of Allurion’s management based on
information currently available to them and, as a result, are
subject to risks and uncertainties. Many factors could cause actual
future results or developments to differ materially from the
forward-looking statements in this communication, including but not
limited to risks related to market conditions and the satisfaction
of customary closing conditions related to the proposed offering.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of Allurion’s
Annual Report on Form 10-K filed on March 26, 2024 (as amended) and
other documents filed by Allurion from time to time with the U.S.
Securities and Exchange Commission. These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Allurion assumes
no obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Allurion does not give any assurance
that it will achieve its expectations.
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version on businesswire.com: https://www.businesswire.com/news/home/20240628086830/en/
Global Media Cedric Damour PR Manager +33 7 84 21 02 20
cdamour@allurion.com
Investor Contact: Mike Cavanaugh, Investor Relations ICR
Westwicke (617) 877-9641 Mike.cavanaugh@westwicke.com
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