--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-205104" form_type: "8-K" ticker: "ALUR" cik: "0001964979" company_name: "ALLURION TECHNOLOGIES, INC." filed_at: "2023-08-07T23:59:59+00:00" generated_at: "2026-06-12T05:00:56.869488+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Allurion completes business combination with Compute Health, begins trading on NYSE as ALUR ## Summary - Post-combination: 46.5M shares outstanding; 13.2M warrants exercisable for 1.42 shares each. - PIPE Investment ~$37.9M at $7.04/share; 5.39M shares issued to accredited investors. - Revenue interest financing with RTW: $40M upfront; payments up to 6% net sales pre-2027, 10% thereafter until Dec 2030. - Former Allurion stockholders own ~65.3% of combined company; Compute Health public stockholders ~10.9%. - Allurion Public Warrants assumed; each warrant now exercisable for 1.420455 shares at $8.10. ## SEC filing metadata - accession: 0001193125-23-205104 - form_type: 8-K - ticker: ALUR - cik: 0001964979 - company_name: ALLURION TECHNOLOGIES, INC. - filed_at: 2023-08-07T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 9.01, 2.03, 3.02, 3.03, 5.03, 5.01, 5.02, 5.05, 5.06 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1964979/000119312523205104/0001193125-23-205104-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1964979/000119312523205104/d732912d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-205104 - JSON: https://secwatch.observer/filing/0001193125-23-205104.json - Plain text: https://secwatch.observer/filing/0001193125-23-205104.txt ## Key facts - Debt Financings ALLURION TECHNOLOGIES, INC. incurred convertible notes of $2,000,000 with RTW Investments, LP at unknown maturing unknown. - Instrument: convertible notes - Principal: $2,000,000 - Counterparty: RTW Investments, LP - Event: incurrence source text: Pursuant to the Backstop Agreement, immediately prior to the Intermediate Merger Closing (a) each Backstop Purchaser purchased $2 million of the aggregate principal amount outstanding under HVL’s Allurion Convertible Note, (b) New Allurion canceled the existing Allurion Convertible Note held by HVL and issued a new Allurion Convertible Note to HVL for the remaining balance together with all unpaid interest accrued since the date of issuance thereof, (c) New Allurion issued new Allurion Convertible Notes to each Backstop Purchaser with an issuance date of the Closing Date and an original principal amount of $2 million each evidence_url: https://www.sec.gov/Archives/edgar/data/1964979/000119312523205104/0001193125-23-205104-index.htm - Debt Financings ALLURION TECHNOLOGIES, INC. incurred convertible notes of $2,000,000 with CFIP2 ALLE LLC at unknown maturing unknown. - Instrument: convertible notes - Principal: $2,000,000 - Counterparty: CFIP2 ALLE LLC - Event: incurrence source text: Pursuant to the Backstop Agreement, immediately prior to the Intermediate Merger Closing (a) each Backstop Purchaser purchased $2 million of the aggregate principal amount outstanding under HVL’s Allurion Convertible Note, (b) New Allurion canceled the existing Allurion Convertible Note held by HVL and issued a new Allurion Convertible Note to HVL for the remaining balance together with all unpaid interest accrued since the date of issuance thereof, (c) New Allurion issued new Allurion Convertible Notes to each Backstop Purchaser with an issuance date of the Closing Date and an original principal amount of $2 million each evidence_url: https://www.sec.gov/Archives/edgar/data/1964979/000119312523205104/0001193125-23-205104-index.htm - Executive change Christopher Geberth was appointed as Chief Financial Officer at ALLURION TECHNOLOGIES, INC.. - Action: appointed - Role: Chief Financial Officer source text: Effective upon the closing of the Business Combination, Allurion entered into a new employment agreement with Mr. Geberth, pursuant to which Allurion will continue to employ Mr. Geberth as Chief Financial Officer on an “at will” basis. evidence_url: https://www.sec.gov/Archives/edgar/data/1964979/000119312523205104/0001193125-23-205104-index.htm - Executive change Shantanu Gaur was appointed as Chief Executive Officer at ALLURION TECHNOLOGIES, INC.. - Action: appointed - Role: Chief Executive Officer source text: Effective upon the closing of the Business Combination, Allurion entered into a new employment agreement with Dr. Gaur, pursuant to which Allurion will continue to employ Dr. Gaur as Chief Executive Officer on an “at will” basis. evidence_url: https://www.sec.gov/Archives/edgar/data/1964979/000119312523205104/0001193125-23-205104-index.htm - Governance Changes ALLURION TECHNOLOGIES, INC.: Amended and restated bylaws in connection with the Business Combination. - Change: bylaw amendment source text: and amended and restated its bylaws (as amended, the “ Bylaws ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1964979/000119312523205104/0001193125-23-205104-index.htm - Governance Changes ALLURION TECHNOLOGIES, INC.: Amended and restated certificate of incorporation in connection with the Business Combination. - Change: charter amendment source text: In connection with the consummation of the Business Combination, New Allurion amended and restated its certificate of incorporation (as amended, the “ Charter ”) evidence_url: https://www.sec.gov/Archives/edgar/data/1964979/000119312523205104/0001193125-23-205104-index.htm - Governance Changes ALLURION TECHNOLOGIES, INC.: Adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors. - Change: code of ethics source text: the Company’s board of directors approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of New Allurion. evidence_url: https://www.sec.gov/Archives/edgar/data/1964979/000119312523205104/0001193125-23-205104-index.htm - Governance Changes ALLURION TECHNOLOGIES, INC.: Compute Health ceased to be a shell company upon closing of the Business Combination. - Change: shell status source text: Compute Health ceased to be a shell company upon the closing of the Business Combination and, additionally, ceased to exist as it merged into New Allurion. evidence_url: https://www.sec.gov/Archives/edgar/data/1964979/000119312523205104/0001193125-23-205104-index.htm - M&A Transactions ALLURION TECHNOLOGIES, INC. underwent a change of control involving Compute Health Acquisition Corp. for Each share of Compute Health Class A Common Stock converted into right to receive 1.420455 shares of New Allurion Common Stock; each Compute Health Public Warra (closed 2023-08-01). - Action: change of control - Counterparty: Compute Health Acquisition Corp. - Consideration: Each share of Compute Health Class A Common Stock converted into right to receive 1.420455 shares of New Allurion Common Stock; each Compute Health Public Warra - Closing: 2023-08-01 source text: tion (the “ Company ”, “ New Allurion ”, “ we ” and “ our ”), entered into that certain business combination agreement (as the same was amended as of May 2, 2023, the “ Business Combination Agreement ”), dated as of February 9, 2023, by and among the Company, Compute Health Acquisition Corp. (“ Compute Health ”), Compute Health Corp., a Delaware corporation and a then-direct, wholly-owned subsidiary of Compute Health (“ Merger Sub I ”), Compute Health LLC, a Delaware limited liability company and a then-direct, wholly-owned subsidiary of Compute Health (“ Merger Sub II ” and, together with Merger Sub I, the “ Merger Subs ”), and Allurion Technologies Opco, Inc. evidence_url: https://www.sec.gov/Archives/edgar/data/1964979/000119312523205104/0001193125-23-205104-index.htm - Material Agreements ALLURION TECHNOLOGIES, INC. entered into Fortress Credit Agreement with Fortress Credit Corp. as administrative agent and lenders from time to time valued at $60.0 million senior secured term loan, interest at 6.44% plus the greater of prime rate and 3.0%, m. - Action: entry - Agreement: credit facility - Counterparty: Fortress Credit Corp. as administrative agent and lenders from time to time - Value: $60.0 million senior secured term loan, interest at 6.44% plus the greater of prime rate and 3.0%, m source text: At the Intermediate Merger Effective Time, a term loan facility (the “ Term Loan Facility ”) pursuant to a credit agreement and guaranty (the “ Credit Agreement ”), was entered into by and among Allurion Technologies, LLC, a Delaware limited liability company (the surviving company in the Final Merger) (the “ Borrower ”), New Allurion, Allurion Australia Pty Ltd, certain subsidiaries of New Allurion that may be required to provide guaranties from time to time thereunder, each lender from time to time party thereto (each, a “ Lender ” and collectively, the “ Lenders ”), and Fortress Credit Corp., as administrative agent for the Lenders (“ Fortress ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1964979/000119312523205104/0001193125-23-205104-index.htm - Material Agreements ALLURION TECHNOLOGIES, INC. entered into Investor Rights and Lock-Up Agreement with Sponsor and certain former equity holders of Allurion valued at Registration rights and lock-up restrictions for shares of New Allurion Common Stock. - Action: entry - Agreement: asset purchase - Counterparty: Sponsor and certain former equity holders of Allurion - Value: Registration rights and lock-up restrictions for shares of New Allurion Common Stock source text: Pursuant to the Business Combination Agreement, in connection with the Closings, an investor rights agreement and lock-up agreement (the “ Investor Rights Agreement ”) was entered into by and among New Allurion, the Sponsor, certain former equity holders of Allurion and certain other parties (each, an “ Investor ”) immediately prior to the Intermediate Merger Effective Time, pursuant to which New Allurion agreed to, within 30 days of the Intermediate Merger Effective Time, register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “ Securities Act ”), certain shares of New Allurion Common Stock and other equity securities of New Allurion that are held by the parties thereto from time to time. evidence_url: https://www.sec.gov/Archives/edgar/data/1964979/000119312523205104/0001193125-23-205104-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.