ALLURION TECHNOLOGIES, INC.
For the period ended Dec 31, 2024. Filed Mar 27, 2025.
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FY2024 · Filed Mar 27, 2025
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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 |
|---|---|---|---|---|---|
| 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 | Amended and Restated 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. | ||||
| 4.5 | Form of Public Warrant. | 8-K | 001-41767 | 4.1 | July 1, 2024 |
| 4.6 | Form of Private Placement Warrant. | 8-K | 001-41767 | 4.2 | July 1, 2024 |
| 4.7 | Form of Common Warrant (January 2025). | 8-K | 001-41767 | 4.1 | January 28, 2025 |
| 4.8 | Form of Common Warrant (February 2025). | 8-K | 001-41767 | 4.1 | February 21, 2025 |
| 4.9 | Form of Private Placement Warrant (February 2025). | 8-K | 001-41767 | 4.2 | February 21, 2025 |
| 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++ | 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 |
| 10.3++ | 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 |
| 10.4++ | 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 |
| 10.5++ | 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 |
| 10.6#† | Employment Agreement dated August 1, 2023 with Shantanu Gaur. | 8-K | 001-41767 | 10.10 | August 7, 2023 |
| 10.7#† | Employment Agreement between Allurion Technologies, Inc. and Ram Chuttani. | 8-K | 001-41767 | 10.13 | August 7, 2023 |
| 10.8# | Allurion Technologies, Inc. 2010 Stock Incentive Plan. | S-4 | 333-271862 | 10.13 | May 12, 2023 |
| 10.9# | Allurion Technologies, Inc. Amended and Restated 2020 Stock Option and Grant Plan. | S-4 | 333-271862 | 10.14 | May 12, 2023 |
| 10.10# | Form of Allurion Technologies Holdings, Inc. 2023 Equity Incentive Plan. | S-4 | 333-271862 | 10.15 | May 12, 2023 |
| 10.11# | 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 |
| 10.12# | Form of Allurion Technologies Holdings, Inc. 2023 Employee Stock Purchase Plan. | S-4 | 333-271862 | 10.16 | May 12, 2023 |
| 10.13++ | 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 |
| 10.14++ | 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 |
| 10.15 | 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 |
| 10.16 | 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 |
| 10.17 | 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 |
| 10.18++ | 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 |
| 10.19# | 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 |
| 10.20# | 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 |
| 10.21# | 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 |
| 10.22 | 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 |
| 10.23 | 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 |
| 10.24 | 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 |
| 10.25† | 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 |
| 10.26 | 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 |
| 10.27+ | 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 |
| 10.28+ | 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 |
| 10.29+ | 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 |
| 10.30++ | 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 |
| 10.31# | Settlement Agreement, dated as of December 12, 2023, by and between Allurion Technologies, Inc. and Benoit Chardon. | 10-K | 001-41767 | 10.36 | March 26,2024 |
| 10.32# | Termination Agreement, dated as of December 12, 2023 by and between Allurion France and Benoit Chardon Consulting. | 10-K | 001-41767 | 10.37 | March 26,2024 |
| 10.33 | 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 |
| 10.34# | Employment Agreement between Allurion Technologies, Inc. and Brendan Gibbons. | 10-K | 001-41767 | 10.39 | March 26,2024 |
| 10.35+ ++ | Note Purchase Agreement dated as of April 14, 2024, by and among Allurion Technologies, Inc., RTW Investments, LP, as agent for the purchasers part thereto from time to time, and Acquiom Agency Services, LLC, as collateral agent for the purchasers. | 8-K | 001-41767 | 10.1 | April 17, 2024 |
| 10.36++ | Omnibus Amendment, dated as of April 14, 2024, by and among Allurion Technologies, Inc., Allurion Technologies, LLC and certain entities that have engaged RTW Investments, LP as investment manager. | 8-K | 001-41767 | 10.2 | April 17, 2024 |
| 10.37++ | First Amendment to Amended and Restated Letter Agreement, dated as of April 14, 2024, by and among Allurion Technologies, Inc., Allurion Technologies, LLC, RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd. and RTW Biotech Opportunities Operating Ltd. | 8-K | 001-41767 | 10.3 | April 17, 2024 |
| 10.38++ | First Amendment to Note Purchase Agreement, dated as of April 16, 2024, by and among Allurion Technologies, Inc., RTW Investments, LP, as agent for the purchasers party thereto from time to time, and Acquiom Agency Services LLC, as collateral agent for the purchasers. | 8-K | 001-41767 | 10.4 | April 17, 2024 |
| 10.39 | Eighth Amendment to 14 Huron Lease, dated as of April 3, 2024, by and between Allurion Technologies, Inc. and Fourteen Huron Drive, LLC. | 10-Q | 001-41767 | 10.6 | August 14, 2024 |
| 10.40#† | Offer Letter dated May 17, 2024 with Ojas Buch. | 10-Q | 001-41767 | 10.7 | August 14, 2024 |
| 10.41++ | Revenue Interest Financing Agreement, dated as of October 30, 2024, by and among Allurion Technologies, LLC, RTW Master Fund Ltd., RTW Innovations Master Fund, Ltd. and RTW Biotech Opportunities Operating Ltd. | 8-K | 001-41767 | 10.1 | November 4, 2024 |
| 10.42++ | Omnibus Amendment, dated as of January 7, 2025, by and among Allurion Technologies, Inc., Allurion Technologies, LLC, Allurion Technologies Australia Pty Ltd, Allurion France, RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd., RTW Biotech Opportunities Operating Ltd., and RTW Investments, L.P. | S-1/A | 333-283701 | 10.49 | January 8, 2025 |
| 10.43 | Subscription Agreement, dated as of January 14, 2025, between Allurion Technologies, Inc. and the investors named therein. | 8-K | 001-41767 | 10.1 | January 17, 2025 |
| 10.44 | Securities Purchase Agreement, dated as of January 24, 2025, by and between Allurion Technologies, Inc. and the purchasers named therein. | 8-K | 001-41767 | 10.1 | January 28, 2025 |
| 10.45 | Form of Securities Purchase Agreement. | 8-K | 001-41767 | 10.1 | February 21, 2025 |
| 10.46 | Subscription Agreement, dated as of February 19, 2025, between Allurion Technologies, Inc. and the investors named therein. | 8-K | 001-41767 | 10.2 | February 21, 2025 |
| 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 Accounting 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 Accounting 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.