ALLURION TECHNOLOGIES INC

As filed with the Securities and Exchange Commission on June 25, 2024.

Registration No. 333-

UN

ITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ALLURION TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

11 Huron Drive

Natick,

MA

(508)

647-4000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Shantanu Gaur

Chief Executive Officer

Allurion Technologies, Inc.

11 Huron Drive

Natick,

MA

Telephone: (508)

647-4000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public

: From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant (the “Registrant”) hereby amends this registration statement (this “Registration Statement”) on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and does not constitute the solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 25, 2024

PRELIMINARY PROSPECTUS

ALLURION TECHNOLOGIES, INC.

$20,000,000 of Shares of Common Stock

Warrants to Purchase up to Shares of Common Stock

We are offering up to $20,000,000 of shares of our common stock and new warrants to purchase up to an aggregate of shares of our common stock. This prospectus also relates to the offering of the shares of our common stock issuable upon the exercise of such warrants.

The shares of common stock and the accompanying warrants can only be purchased together in this offering but will be issued separately and will be immediately separable upon issuance. Each purchaser of one share of our common stock will receive one warrant per share of common stock purchased thereby. Each warrant may be exercised for one share of our common stock. The warrants will be immediately exercisable at an exercise price of $ and will expire five years from the date of issuance, subject to certain limitations described herein.

In addition, certain funds affiliated with RTW Investments, LP (“RTW”), a significant stockholder, have indicated an interest in investing an aggregate of $3.0 million in this offering and in a concurrent private placement of a newly-created series of preferred stock, Series A convertible preferred stock (the “Series A preferred stock”) and accompanying private placement warrants. The concurrent private placement is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). RTW is deemed to be a related party under NYSE (as defined below) listing rules, which require stockholder approval for issuances of shares of our common stock in an amount greater than 1% of the shares currently outstanding. Accordingly, in lieu of shares of our common stock, to the extent that the investment of $3.0 million in this offering at the price to the public at which the shares and accompanying warrants are offered hereby would result in the issuance of greater than 1% of the shares currently outstanding to RTW, RTW will acquire shares of Series A preferred stock, which shall have no voting rights and which shall automatically convert into shares of common stock upon shareholder approval of such conversion and private placement warrants in the concurrent private placement. The consummation of the concurrent private placement is contingent on the closing of this offering and the satisfaction of certain other customary conditions. However, the consummation of this offering is not contingent on the consummation of the concurrent private placement. Because this indication of interest is not a binding agreement or commitment to purchase, RTW may decide to purchase more, less or no shares of our securities in this offering and the concurrent private placement, or the underwriters may decide to sell more, less or no shares of our common stock in this offering to RTW. The underwriters will receive the same discount from any shares of common stock and accompanying warrants sold to RTW as they will from any other shares of common stock and accompanying warrants sold to the public in this offering. The underwriters will not receive any underwriting discounts or commissions on any shares of Series A preferred stock and accompanying private placement warrants sold in the concurrent private placement. See the section entitled “Concurrent Private Placement.”

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “ALUR”, and the last reported sale price of our common stock on the NYSE on June 24, 2024 was $1.90. Our existing public warrants (the “Public Warrants”) are listed on the NYSE under the symbol “ALUR WS,” and the last reported sale price of the Public Warrants on the NYSE on June 24, 2024 was $0.2975 per warrant. The warrants offered as part of this offering do not have the same terms and conditions as our Public Warrants. The actual number of securities, and the combined offering price per share of common stock and the accompanying warrants, and the exercise price for the accompanying warrants will be as determined between us and the underwriters at the time of pricing, and may be at a discount to the current market price of our common stock and the Public Warrants. Therefore, the recent market prices used throughout this prospectus may not be indicative of the actual public offering price of the shares of common stock and accompanying warrants offered hereunder. Currently, there is no public market for the warrants offered hereunder. In addition, we do not intend to apply for a listing of the warrants on the NYSE or any other national securities exchange or nationally recognized trading system.

We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and are subject to reduced public company reporting requirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

We have granted the underwriters an option for a period of 30 days to purchase from us up to an additional $3,000,000 of shares of common stock and warrants to purchase up to an aggregate of shares of our common stock at the public offering price, less underwriting discounts and commissions.

The underwriters expect to deliver the shares and warrants against payment on or about , 2024.

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in “Risk Factors” beginning on page 14 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Joint Book-Running Managers

Co-Manager

Roth Capital Partners

, 2024

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