Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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ALLURION TECHNOLOGIES, INC. (Name of Issuer) |
Common Stock, par value, $0.0001 per share (Title of Class of Securities) |
02008G201 (CUSIP Number) |
01/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 02008G201 |
| 1 | Names of Reporting Persons
Armistice Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
251,742.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13G
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| CUSIP No. | 02008G201 |
| 1 | Names of Reporting Persons
Boyd Steven | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
251,742.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
ALLURION TECHNOLOGIES, INC. | |
| (b) | Address of issuer's principal executive offices:
11 Huron Drive, Natick, Massachusetts, 01760 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed by (i) Armistice Capital, LLC ("Armistice Capital") and (ii) Steven Boyd (collectively, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of Armistice Capital is 510 Madison Avenue, 7th Floor, New York, New York 10022. The principal business address of Steven Boyd is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, New York 10022. | |
| (c) | Citizenship:
(i) Armistice Capital is a Delaware limited liability company and (ii) Mr. Boyd is an individual and is a citizen of the United States. | |
| (d) | Title of class of securities:
Common Stock, par value, $0.0001 per share | |
| (e) | CUSIP No.:
02008G201 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Amount beneficially owned as of January 31, 2025: Armistice Capital, LLC - 251,742 Steven Boyd - 251,742 | |
| (b) | Percent of class:
Percent of Class as of January 31, 2025: Armistice Capital, LLC - 4.99% Steven Boyd - 4.99% The percentage of Common Stock, par value, $0.0001 per share ("Shares"), of Allurion Technologies, Inc. (the "Issuer") reported to be beneficially owned by the Reporting Persons are based on 3,553,191 Shares outstanding as of January 20, 2025, as reported in the Issuer's prospectus filed with the Securities and Exchange Commission (the "SEC") on January 27, 2025, plus 1,240,000 Shares issued on January 27, 2025, as reported in the Issuer's Form 8-K filed with the SEC on January 28, 2025. All of the 251,742 Shares beneficially owned by the Reporting Persons are issuable upon exercise of warrants beneficially owned by the Reporting Persons. The amount of Shares issuable upon exercise of warrants beneficially owned by the Reporting Persons are limited due to the beneficial ownership limitations applicable to the warrants. Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
As of January 31, 2025, the Reporting Persons had sole power to vote or to direct the vote of 0 Shares. | ||
| (ii) Shared power to vote or to direct the vote:
As of January 31, 2025, the Reporting Persons had shared power to vote or to direct the vote of 251,742 Shares. | ||
| (iii) Sole power to dispose or to direct the disposition of:
As of January 31, 2025, the Reporting Persons had sole power to dispose or to direct the disposition of 0 Shares. | ||
| (iv) Shared power to dispose or to direct the disposition of:
As of January 31, 2025, the Reporting Persons had shared power to dispose or to direct the disposition of 251,742 Shares. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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