Allurion Technologies(US:ALUR)2025-11-12 13:15Securities Issuance - The Company is issuing securities to Purchasers under the terms of the Securities Purchase Agreement dated November 11, 2025[2]. - The Per Share and Accompanying Warrant Purchase Price is set at $1.67, subject to adjustments for stock splits and similar transactions[24]. - The Closing Date for the transaction is defined as the Trading Day when all conditions precedent have been satisfied or waived[9]. - The Company will provide Registration Rights to Purchasers for the resale of Shares and Warrant Shares[27]. - The Warrants issued to Purchasers will be exercisable for a term of five years from the initial exercise date[37]. - The Company is required to obtain Stockholder Approval for the issuance of Warrants and Warrant Shares[31]. - The Placement Agent for this transaction is Roth Capital Partners, LLC[26]. - The Company must comply with the Securities Act and related regulations in connection with this issuance[30]. - The Subscription Amount for each Purchaser is specified on the signature page of the Agreement[32]. - The Company agrees to sell up to an aggregate of $5,000,000.04 of Shares and Warrants to Purchasers[40]. - Each Purchaser will receive a Warrant to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser's Shares, with an exercise price of $1.67[41]. - The Company must deliver a legal opinion and wire instructions to each Purchaser prior to the Closing Date[41]. - The Closing is subject to the accuracy of representations and warranties of the Purchasers and the Company[45][46]. - The Company has reserved the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants[56]. - The capitalization of the Company as of the date hereof is detailed in Schedule 3.1(g), including the number of shares owned by Affiliates[57]. - The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, except for employee stock options and restricted stock units[57]. - The issuance and sale of the Securities will not obligate the Company to issue shares to any Person other than the Purchasers[58]. - The Company is not required to obtain any additional consents or approvals for the execution and delivery of the Transaction Documents, except for specified Required Approvals[55]. - All outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid, and nonassessable[58]. Compliance and Regulatory Matters - The Company has filed all required SEC Reports on time and complied with the Securities Act and the Exchange Act[59]. - There have been no material adverse events or liabilities incurred since the latest audited financial statements[61]. - The Company has not altered its accounting methods or declared any dividends since the last financial statements[61]. - The Company and its Subsidiaries are in compliance with all applicable labor laws and have good relationships with employees[63]. - The Company maintains a system of internal accounting controls that provides reasonable assurance regarding financial reporting[74]. - The Company possesses all necessary regulatory permits to conduct its business without any expected material adverse effects[67]. - The Company has good and marketable title to all material assets, free from significant liens[69]. - The Company has all necessary intellectual property rights for its business operations, with no known infringements[70]. - The Company is insured against losses and risks deemed prudent and customary in its industry[71]. - The Company is not classified as an "investment company" under the Investment Company Act of 1940[77]. - The Company confirms compliance with all listing and maintenance requirements of the Trading Market, with no notifications of non-compliance received in the past 12 months[79]. - The Company's assets are deemed sufficient to carry on its business, with no intention to incur debts beyond its ability to pay as they mature[84]. - The Company has filed all required tax returns and paid all material taxes, with no unpaid taxes claimed by any taxing authority[86]. - The Company has not experienced any security breaches or compromises related to its IT systems and data, maintaining compliance with applicable laws[95]. - The Company is in material compliance with FDA regulations for all products, with no pending actions or concerns from the FDA regarding product marketing[94]. Transaction Terms and Conditions - The Company has acknowledged that no Purchaser is acting as a financial advisor or fiduciary, and decisions are based solely on independent evaluations[90]. - The Company has taken necessary actions to render anti-takeover provisions inapplicable to Purchasers as a result of the transaction[80]. - The Company has no knowledge of any facts leading to a belief that it will file for reorganization or liquidation within one year from the closing date[84]. - The Company's accounting firm is registered and will express its opinion on the financial statements for the fiscal year ending December 31, 2024[88]. - The Company has implemented commercially reasonable safeguards to protect its confidential information and IT systems[95]. - The Company and its Subsidiaries have been in compliance with all applicable data privacy and security laws, including GDPR, for the last three years[97]. - The Company has not received any written notice of actual or potential liability under any Privacy Laws[97]. - Each stock option granted by the Company was in accordance with the stock option plan and had an exercise price at least equal to the fair market value on the grant date[98]. - The Company is not subject to any U.S. sanctions administered by the Office of Foreign Assets Control[99]. - The Company has conducted its operations in compliance with applicable financial record-keeping and reporting requirements related to money laundering laws[102]. - The issuance and sale of the Securities does not contravene the rules and regulations of the Trading Market[103]. - The Company has not engaged in any general solicitation for the sale of Securities[104]. - The Company has maintained the confidentiality of all disclosures made in connection with the transaction[116]. - The Purchasers are acquiring the Securities as principal for their own account and not with a view to distribute or resell[111]. - The Company acknowledges that the representations contained in the agreement do not modify the Purchasers' right to rely on the Company's representations and warranties[118]. - The Company acknowledges that Purchasers may pledge Securities to accredited investors without requiring Company approval, provided compliance with applicable securities laws[123]. - If a Purchaser resells Shares or Warrant Shares, they must notify the Company and provide necessary documentation, including a seller's representation letter[125]. Liquidated Damages and Obligations - The Company will incur liquidated damages of $10 per Trading Day for each $1,000 of Shares or Warrant Shares if it fails to deliver a certificate free from restrictive legends by the Legend Removal Date, increasing to $20 after five Trading Days[127]. - In the event of a Public Information Failure, the Company will pay Purchasers 1.0% of the aggregate Subscription Amount for each day until the failure is cured[131]. - The Company is required to file all reports under the Exchange Act until no Purchaser owns Securities or the Warrants have expired[130]. - The Company must issue a press release disclosing material terms of transactions and file a Current Report on Form 8-K with the Commission[134]. - The Company will not claim that any Purchaser is an "Acquiring Person" under any anti-takeover plan due to receiving Securities[135]. - The Company will use the net proceeds from the sale of the Securities for working capital purposes and will not use such proceeds for debt satisfaction, stock redemption, litigation settlement, or in violation of regulations[138]. - The Company has reserved a sufficient number of shares of Common Stock to enable the issuance of Shares and Warrant Shares as per the Agreement[141]. - The Company agrees to maintain the listing of its Common Stock on the current Trading Market and will apply to list all Shares and Warrant Shares promptly[142]. - Each Purchaser has the right to participate in up to 35% of any Subsequent Financing on the same terms provided for in the Subsequent Financing[144]. - The Company must provide a Subsequent Financing Notice detailing the proposed terms and amount of proceeds intended to be raised[145]. - If Purchasers' notifications for participation in Subsequent Financing are less than the total amount, the Company may proceed with the remaining portion[147]. - The Company will issue a widely disseminated press release disclosing the material terms of Subsequent Financing transactions by 9:30 am on the Trading Day of execution[151]. - The Company will not issue any shares of Common Stock or Common Stock Equivalents for 60 days after the Effective Date, except as specified in the ChEF Purchase Agreement[156]. - The Company is prohibited from entering into any Variable Rate Transaction for 60 days after the Effective Date[157]. - No Variable Rate Transaction shall be considered an Exempt Issuance[159]. - The Company must hold a stockholder meeting by January 31, 2026, to obtain Stockholder Approval for the terms of the Warrants[165]. - The Company shall not undertake a reverse or forward stock split without prior written consent from Purchasers holding a majority interest[163]. - The Company agrees to timely file a Form D regarding the Securities as required under Regulation D[166]. - Each Purchaser must maintain confidentiality regarding the terms of the transaction until publicly announced[161]. - The Company will pay all Transfer Agent fees and taxes related to the delivery of Securities to Purchasers[170]. - The Company must treat all Purchasers equally regarding any amendments or modifications to the Transaction Documents[160]. - The Company acknowledges that no Purchaser is restricted from trading the Company's securities after public announcement of the transactions[162]. - The Company will reimburse the prevailing party for reasonable attorneys' fees in any legal proceedings related to the Transaction Documents[177]. - The Company has established a rescission right for Purchasers if obligations under Transaction Documents are not timely performed[182]. - In case of loss or destruction of securities, the Company will issue replacement certificates upon satisfactory evidence of such loss[183]. - The Company acknowledges that monetary damages may not be adequate compensation for breaches of obligations under Transaction Documents[185]. - Any payments made by the Company that are later invalidated will revive the original obligations as if the payment had not occurred[186]. - Each Purchaser's obligations are independent, and no Purchaser is responsible for the obligations of others under Transaction Documents[187]. - The Company's obligation to pay liquidated damages continues until all amounts are paid, regardless of the cancellation of the related instrument[188]. - The Company agrees that ambiguities in Transaction Documents will not be resolved against the drafting party[190]. - The parties waive the right to a jury trial in any legal proceedings[191]. - The Securities Purchase Agreement has been duly executed by authorized signatories of the parties involved[192]. - The Purchaser's subscription amount and shares will be specified in the agreement, including beneficial ownership blockers[195].