Allurion Technologies, Inc. (NYSE: ALUR) (“Allurion” or the
“Company”), a company dedicated to ending obesity, today announced
that it has launched an underwritten public offering of up to $20
million of its common stock, par value $0.0001 per share (the
“Shares”), and warrants to purchase Shares (the “Warrants” and,
together with the Shares, the “Securities”).
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 expects to grant 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 intends to use the net proceeds from the
underwritten public offering and the concurrent private placement
discussed below to continue to fund clinical trials, commercial
sales and research and development, and for working capital and
general corporate purposes.
RTW Investments (“RTW”) has indicated an interest in purchasing
up to $3 million of Securities in the offering and a concurrent
private placement of a newly created series of preferred stock,
Series A convertible preferred stock (the “Series A Preferred
Stock”), and private placement warrants. To the extent that RTW’s
purchase of Securities in the offering would result in the issuance
of greater than 1% of the common stock of the Company currently
outstanding, RTW will acquire shares of Series A Preferred Stock
and private placement warrants in the concurrent private placement.
The Series A Preferred Stock would not have any voting rights and
would automatically convert into Shares upon stockholder approval
of such conversion. However, because indications of interest are
not binding agreements or commitments to purchase, the underwriters
could determine to sell more, fewer or no Securities to RTW, and
RTW could determine to purchase more, fewer or no Securities in the
offering.
The underwritten public offering is not conditioned on the
concurrent private placement. The consummation of the concurrent
private placement is, however. conditioned on the closing of the
public offering. 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.
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, but has
not yet become effective. The Securities may not be sold, nor may
offers to buy be accepted, prior to the time such registration
statement becomes effective. This offering is being made only by
means of a written prospectus. Copies of the preliminary prospectus
related to this offering, when available, 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/20240626364783/en/
Global Media Cedric Damour PR Manager +33 7 84 21 02 20
cdamour@allurion.com Investor: Mike Cavanaugh, Investor
Relations ICR Westwicke (617) 877-9641
Mike.cavanaugh@westwicke.com
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