ALLURION TECHNOLOGIES INC
For the period ended Dec 31, 2023. Filed Mar 26, 2024.
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FY2023 · Filed Mar 26, 2024
ALUR$0.67-5.6%Stored close · as of Mar 6, 2026
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Item 15. Exhibits and Financial Statement Schedules
(1)
For a list of the financial statements included herein, see Index to the Consolidated Financial Statements on page F-1 of this Annual Report on Form 10-K, incorporated into this Item by reference.
(2)
Financial statement schedules have been omitted because they are either not required or not applicable or the information is included in the consolidated financial statements or the notes thereto.
(3)
Exhibits:
The following list of exhibits includes exhibits submitted with this Annual Report on Form 10-K as filed with the SEC and those incorporated by reference to other filings.
| ExhibitNumber | Description | Incorporated by Reference herein from - Form or Schedule | File Number | Exhibit | Filed Date |
|---|---|---|---|---|---|
| 2.1+ | Business Combination Agreement, date as of February 9, 2023, by and among Compute Health Acquisition Corp., Compute Health LLC, Allurion Technologies Holdings, Inc. and Allurion Technologies, Inc. | S-4 | 333-271862 | Annex A | May 12, 2023 |
| 2.2+ | Amendment No. 1 to the Business Combination Agreement, date as of May 2, 2023, by and among Compute Health Acquisition Corp., Compute Health LLC, Allurion Technologies Holdings, Inc. and Allurion Technologies, Inc. | S-4 | 333-271862 | Annex A-1 | May 12, 2023 |
| 3.1 | Amended and Restated Certificate of Incorporation of Allurion Technologies, Inc. (formerly Allurion Technologies Holdings, Inc.) | 8-K | 001-41767 | 3.1 | August 7, 2023 |
| 3.2 | Bylaws of Allurion Technologies, Inc. (formerly Allurion Technologies Holdings, Inc.) | 8-K | 001-41767 | 3.2 | August 7, 2023 |
| 4.1 | Warrant Agreement, dated February 4, 2021, between Compute Health Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent. | 8-K | 001-40001 | 4.1 | February 9, 2021 |
| 4.2 | Amendment to Warrant Agreement, dated August 1, 2023, by and between Compute Health and Continental Stock Transfer & Trust Company. | 8-K | 001-41767 | 4.2 | August 7, 2023 |
| 4.3 | Warrant Assignment, Assumption and Amendment Agreement, dated August 1, 2023, by and among Compute Health Acquisition Corp., New Allurion Holdings, Inc., and Continental Stock Transfer & Trust Company. | 8-K | 001-41767 | 4.3 | August 7, 2023 |
| 4.4 | Description of Capital Stock. | 8-K | 001-41767 | 4.4 | August 7, 2023 |
| 10.1 | Form of Indemnification Agreement between Allurion Technologies, Inc. and its Directors and Officers. | S-4/A | 333-271862 | 10.32 | June 13, 2023 |
| 10.2 | Sponsor Support Agreement, dated as of February 9, 2023, by and among Compute Health Acquisition Corp., Compute Health Sponsor LLC, Allurion Technologies Holdings, Inc., Allurion Technologies, Inc. and the independent directors of the Compute Health Acquisition Corp. | S-4 | 333-271862 | Annex E | May 12, 2023 |
| 10.3 | Stockholder Support Agreement, dated as of February 9, 2023, by and among Compute Health Acquisition Corp., Allurion Technologies Holdings, Inc., Allurion Technologies, Inc. and certain stockholders of Allurion Technologies, Inc. | S-4 | 333-271862 | Annex F | May 12, 2023 |
| 10.4 | Non-Redemption Agreement, dated as of February 9, 2023, by and among Compute Health Acquisition Corp., Allurion Technologies, Inc., Allurion Technologies Holdings, Inc. and Medtronic, Inc. | 8-K | 001-40001 | 10.3 | February 9, 2023 |
| 10.5++ | Investor Rights Agreement, dated August 1, 2023, by and among New Allurion, Compute Health Sponsor LLC, certain equity holders of Allurion Technologies, Inc. and certain other parties. | 8-K | 001-41767 | 10.5 | August 7, 2023 |
| 10.6++ | Form of PIPE Subscription Agreement. | 8-K | 001-40001 | 10.5 | February 9, 2023 |
| 10.7++ | Amended and Restated RTW PIPE Side Letter Agreement, dated as of May 2, 2023, by and among Compute Health Acquisition Corp., Allurion Technologies Holdings, Inc., Compute Health LLC, Allurion Technologies, Inc. and certain entities that have engaged RTW Investments, LP as investment manager. | 8-K | 001-40001 | 10.6 | May 2, 2023 |
| 10.8++ | Revenue Interest Financing Agreement, dated as of February 9, 2023, by and among Allurion Technologies, Inc. and certain entities that have engaged RTW Investments, LP as investment manager. | 8-K | 001-40001 | 10.8 | February 9, 2023 |
| 10.9++ | Bridging Agreement, dated as of February 9, 2023, by and among Allurion Technologies, Inc. and Fortress Credit Corp. | 8-K | 001-40001 | 10.9 | February 9, 2023 |
| 10.10#† | Employment Agreement dated August 1, 2023 with Shantanu Gaur. | 8-K | 001-41767 | 10.10 | August 7, 2023 |
| 10.11#† | Employment Agreement dated August 1, 2023 with Christopher Geberth. | 8-K | 001-41767 | 10.11 | August 7, 2023 |
| 10.12#† | Employment Agreement between Allurion Technologies, Inc. and Ram Chuttani. | 8-K | 001-41767 | 10.13 | August 7, 2023 |
| 10.13# | Allurion Technologies, Inc. 2010 Stock Incentive Plan. | S-4 | 333-271862 | 10.13 | May 12, 2023 |
| 10.14# | Allurion Technologies, Inc. Amended and Restated 2020 Stock Option and Grant Plan. | S-4 | 333-271862 | 10.14 | May 12, 2023 |
| 10.15# | Form of Allurion Technologies Holdings, Inc. 2023 Equity Incentive Plan. | S-4 | 333-271862 | 10.15 | May 12, 2023 |
| 10.16# | Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Allurion Technologies, Inc. 2023 Stock Option And Incentive Plan. | 8-K | 001-41767 | 10.18 | August 7, 2023 |
| 10.17# | Form of Allurion Technologies Holdings, Inc. 2023 Employee Stock Purchase Plan. | S-4 | 333-271862 | 10.16 | May 12, 2023 |
| 10.18++ | Side Letter Termination Agreement, dated as of May 2, 2023, by and among Allurion Technologies, Inc., Romulus Growth Allurion L.P. and Hunter Ventures Limited. | S-4 | 333-271862 | 10.1 | May 12, 2023 |
| 10.19++ | Backstop Agreement, dated as of May 2, 2023, by and among Hunter Ventures Limited, Allurion Technologies Holdings, Inc., Allurion Technologies, Inc., RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd., RTW Venture Fund Limited and CFIP2 ALLE LLC. | 8-K | 001-40001 | 10.5 | May 2, 2023 |
| 10.20 | Side Letter Agreement, dated as of May 2, 2023, by and among Allurion Technologies, Inc., CFIP2 ALLE LLC and Fortress Credit Corp. | 8-K | 001-40001 | 10.7 | May 2, 2023 |
| 10.21 | Contribution Agreement, dated as of May 2, 2023, by and between Compute Health Sponsor LLC and Compute Health Acquisition Corp. | 8-K | 001-40001 | 10.9 | May 2, 2023 |
| 10.22 | RSU Partial Forfeiture and Amendment Agreement, dated as of May 2, 2023, by and between Allurion Technologies, Inc. and Krishna Gupta. | 8-K | 001-40001 | 10.10 | May 2, 2023 |
| 10.23++ | Credit Agreement and Guaranty, dated as of August 1, 2023, by and among Allurion Technologies, LLC, Allurion Technologies, Inc., the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time parties thereto and Fortress Credit Corp., as administrative agent. | 8-K | 001-41767 | 10.25 | August 7, 2023 |
| 10.24# | Form of Restricted Stock Unit Award Agreement for Company Employees under the Allurion Technologies, Inc. 2023 Stock Option and Incentive Plan. | 8-K | 001-41767 | 10.27 | August 7, 2023 |
| 10.25# | Form of Incentive Stock Option Agreement under the Allurion Technologies, Inc. 2023 Stock Option and Incentive Plan. | 8-K | 001-41767 | 10.28 | August 7, 2023 |
| 10.26# | Form of Non-Qualified Stock Option Agreement under the Allurion Technologies, Inc. 2023 Stock Option and Incentive Plan. | 8-K | 001-41767 | 10.29 | August 7, 2023 |
| 10.27 | Contribution Agreement, dated as of May 2, 2023, by and between Shantanu K. Gaur and Neha Gaur, Trustees of The Shantanu K. Gaur Revocable Trust of 2021, and Allurion Technologies Holdings, Inc. | 8-K | 001-40001 | 10.8 | May 2, 2023 |
| 10.28 | ChEF Purchase Agreement, dated as of December 18, 2023, by and between Allurion Technologies, Inc. and Chardan Capital Markets LLC. | 8-K | 001-41767 | 10.1 | December 18, 2023 |
| 10.29 | Registration Rights Agreement dated as of December 18, 2023, by and between Allurion Technologies, Inc. and Chardan Capital Markets LLC. | 8-K | 001-41767 | 10.2 | December 18, 2023 |
| 10.30† | Sales Agency Agreement, dated May 15, 2023, by and between Allurion Technologies, Inc. and Covidien AG. | S-4 | 333-271862 | 10.37 | July 6, 2023 |
| 10.31 | Lease for 11 Huron Drive, Natick, MA 01760, dated June 15, 2016, by and between Allurion Technologies, Inc. and Legacy Huron, LLC, as amended by the First Amendment to Lease, dated November 28, 2016, the Second Amendment to Lease, dated March 20, 2017, the Third Amendment to Lease, dated June 21, 2017, the Fourth Amendment to Lease, dated August 21, 2017, the Fifth Amendment to Lease, dated October 30, 2017 and the Sixth Amendment to Lease, dated March 15, 2021. | S-4 | 333-271862 | 10.18 | May 12, 2023 |
| 10.32+ | Commercial Lease for 8 Erie Drive, Natick, MA 01760, dated January 8, 2018, by and between Allurion Technologies, Inc. and 8 Erie Drive, LLC. | S-4 | 333-271862 | 10.19 | May 12, 2023 |
| 10.33+ | Lease for 3 Huron Drive, Natick, MA 01760, dated January 10, 2020, by and between Allurion Technologies, Inc. and 3 Huron Investments LLC. | S-4 | 333-271862 | 10.20 | May 12, 2023 |
| 10.34+ | Lease for 14 Huron Drive, Natick, MA, dated June 18, 2014, by and between the Company and Fourteen Huron Drive, LLC, as amended by the First Amendment to Lease, dated June 30, 2017, the Third Amendment to Lease dated April 5, 2018, the Fourth Amendment to Lease, dated November 16, 2018, the Fifth Amendment to Lease dated as of August 12, 2019 and the Sixth Amendment to Lease, dated March 15, 2021. | S-4 | 333-271862 | 10.21 | May 12, 2023 |
| 10.35++ | Side Letter Termination Agreement, dated as of May 2, 2023, by and among Allurion Technologies, Inc., Romulus Growth Allurion L.P. and Hunter Ventures Limited. | 8-K | 001-40001 | 10.1 | May 2, 2023 |
| 10.36*# | Settlement Agreement, dated as of December 12, 2023, by and between Allurion Technologies, Inc. and Benoit Chardon. | ||||
| 10.37*# | Termination Agreement, dated as of December 12, 2023 by and between Allurion France and Benoit Chardon Consulting. | ||||
| 10.38 | Amendment No. 1 to Credit Agreement and Guaranty, dated as of December 29, 2023, by and among Allurion Technologies, Inc., Allurion Technologies, LLC, the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto and Fortress Credit Corp., as administrative agent for the Lenders. | 8-K | 001-41767 | 10.1 | December 29, 2023 |
| 10.39*# | Employment Agreement between Allurion Technologies, Inc. and Brendan Gibbons. | ||||
| 19.1* | Allurion Technologies, Inc. Insider Trading Policy. | ||||
| 21.1* | List of subsidiaries of Allurion Technologies Holdings, Inc. |
| 23.1* | Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP. |
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1* | Allurion Technologies, Inc. Compensation Recovery Policy. |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
| 104 | Cover Page formatted as Inline XBRL and contained in Exhibit 101 |
- Filed herewith.
** Furnished herewith.
- Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
++ Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
† Portions of this exhibit have been redacted in accordance with Regulation S-K Item 601(a)(6).
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.