ALLURION TECHNOLOGIES INC

As filed with the Securities and Exchange Commission on December 9, 2024.

Registration

No. 333-

UNITED 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 DECEMBER 9, 2024

PRELIMINARY PROSPECTUS

ALLURION TECHNOLOGIES, INC.

Up to Shares of Common Stock

Common Warrants to Purchase up to Shares of Common Stock

Pre-Funded Warrants to Purchase up to Shares of Common Stock

Shares of Common Stock Underlying the Common Warrants

Shares of Common Stock Underlying the Pre-Funded Warrants

We are offering up to $ of shares of our common stock, or a pre-funded warrant in lieu thereof, and new warrants to purchase up to an aggregate of shares of our common stock (the “common warrants”). 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 common 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 common warrant per share of common stock purchased thereby. Each common warrant may be exercised for one share of our common stock. The common warrants will be immediately exercisable upon issuance at an exercise price of $ per share and will expire five years from the date of issuance, subject to certain limitations described herein.

We are also offering to each purchaser whose purchase of shares of our common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of our outstanding shares of common stock immediately following consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded warrants to purchase shares of common stock in lieu of shares of common stock. Each pre-funded warrant will be exercisable for one share of our common stock. The purchase price of each pre-funded warrant will equal the price per share of common stock being sold to the public in this offering, minus $0.0001, and the exercise price of each pre-funded warrant will be $0.0001 per share. The pre-funded warrants will be immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full. The pre-funded warrants and common warrants are immediately separable and will be issued separately in this offering, but must be purchased together in this offering. This prospectus also covers the shares of common stock issuable from time to time upon the exercise of the pre-funded warrants and common warrants. For each pre-funded warrant that we sell, the number of shares of our common stock that we are offering will be decreased on a one-for-one basis. The pre-funded and common warrants will not be listed on the NYSE and are not expected to trade in any market, however we anticipate that the shares of our common stock to be issued upon exercise of the pre-funded and common warrants will trade on the NYSE.

We have retained Roth Capital Partners, LLC to act as our exclusive placement agent for this offering. We have agreed to pay the placement agent the placement agent fees set forth in the table below, which assumes that we sell all of the securities we are offering and to provide certain other compensation to the placement agent. The placement agent is not required to arrange for the sale of any specific number or dollar amount of securities but will use reasonable best efforts to arrange for the sale of the securities. Because there is no minimum offering amount required as a condition to closing in this offering, the actual public amount, placement agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above and throughout this prospectus.

The securities will be offered at a fixed price and are expected to be issued in a single closing. The offering will terminate on , unless (i) the closing occurs prior thereto or (ii) we decide to terminate the offering prior thereto (which we may do at any time in our discretion). Investors purchasing securities offered hereby will have the option to execute a securities purchase agreement with us. We expect that the closing of the offering will occur one trading day after we price the securities offered hereby. When we price the securities, we will simultaneously enter into securities purchase agreements relating to the offering with those investors who so choose. The offering will settle delivery versus payment (“DVP”)/receipt versus payment (“RVP”). That is, on the closing date, we will issue the shares of our common stock directly to the account(s) at the placement agent identified by each purchaser; upon receipt of such shares, the placement agent shall promptly electronically deliver such shares to the applicable purchaser, and payment therefor shall be made by the placement agent (or its clearing firm) by wire transfer to us.

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 December 6, 2024 was $0.37. 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 December 6, 2024 was $0.035 per warrant. Our July 2024 Public Warrants (as defined herein) have an exercise price of $1.20 per warrant. Neither the pre-funded warrants nor the common warrants offered as part of this offering have the same terms and conditions as our Public Warrants or July 2024 Public Warrants. The actual number of securities, and the combined public offering price per share of common stock and the accompanying common warrants (and pre-funded warrants), and the exercise price for the accompanying common warrants will be as determined between us, the placement agent and investors 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 common warrants offered hereunder. Currently, there is no public market for the pre-funded warrants and common warrants offered hereunder. In addition, we do not intend to apply for a listing of the pre-funded warrants or common 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 expect to deliver the securities against payment on or about , 2024, subject to satisfaction of customary closing conditions.

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 13 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.

Placement Agent

Roth Capital Partners

, 2024

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