Form 8-K

8-K — ALLURION TECHNOLOGIES, INC.

Accession: 0001193125-26-274250

Filed: 2026-06-17

Period: 2026-06-12

CIK: 0001964979

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — alur-20260612.htm (Primary)

EX-3.1 (alur-ex3_1.htm)

EX-99.1 (alur-ex99_1.htm)

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8-K

8-K (Primary)

Filename: alur-20260612.htm · Sequence: 1

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 12, 2026

Allurion Technologies, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-41767

92-2182207

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

11 Huron Drive

Natick, Massachusetts

01760

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (508) 647-4000

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

ALUR

N/A

Warrants to purchase 0.056818 shares of common stock, each at an exercise price of $202.50 per share of common stock

ALUR WS

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

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 13(a) of the Exchange Act. ☐

Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously disclosed, at the 2025 Annual Meeting of Stockholders of Allurion Technologies, Inc. (the “Company”) held on December 18, 2025 (the “Annual Meeting”), and upon the recommendation of the Board of Directors (the “Board”) of the Company, the Company’s stockholders approved a certificate of amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended to date (the “Certificate of Incorporation”), to effect a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a ratio between 1-for-1.5 and 1-for-20, with the final ratio to be determined by the Board in its sole discretion.

Following the Annual Meeting, the Pricing Committee of the Board approved a reverse stock split of the Common Stock at a ratio of 1-for-15 (the “Reverse Stock Split”) and on June 12, 2026, the Company filed an amendment, as amended by a Certificate of Correction thereto (the “Certificate of Amendment”), to its Certificate of Incorporation to effectuate the Reverse Stock Split. FINRA processed and announced the Reverse Stock Split on June 17, 2026, which shall take effect on the OTCQB Market (the “Market”) on June 18, 2026.

As a result of the Reverse Stock Split, every 15 shares of the Company’s Common Stock issued or outstanding will be automatically reclassified into one validly issued, fully-paid and non-assessable new share of Common Stock, subject to the treatment of fractional shares as described below, without any action on the part of the holders. Trading of the Common Stock on the Market will commence on a split-adjusted basis at market open on June 18, 2026, under the temporary trading symbol “ALURD” for a period of twenty (20) days. After twenty (20) business days, the trading symbol will revert back to “ALUR.” The new CUSIP number for the Company’s Common Stock following the Reverse Stock Split will be 02008G 300.

No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the Reverse Stock Split will automatically be entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share.

Proportional adjustments will also be made to the number of shares of Common Stock awarded and available for issuance under the Company’s equity incentive plans, as well as the exercise price and the number of shares issuable upon the exercise or conversion of the Company’s outstanding stock options, restricted stock units and other equity securities under the Company’s equity incentive plans. Additionally, all outstanding convertible notes will be adjusted in accordance with their terms, which will, among other changes to the convertible note terms, result in proportionate adjustments being made to the number of shares issuable upon exercise of such convertible notes and to the exercise and redemption prices of such convertible notes. All outstanding warrants will also be adjusted in accordance with their terms, which will, among other changes to the warrant terms, result in proportionate adjustments being made to the number of shares issuable upon exercise of such warrants and to the exercise and redemption prices of such warrants. Specifically with respect to the Company’s public warrants, following the effectiveness of the reverse stock split, every fifteen (15) shares of Common Stock that may be purchased pursuant to the exercise of public warrants will represent one share of Common Stock that may be purchased pursuant to such warrants. Accordingly, for the Company’s warrants trading under the symbol “ALUR WS” on the Market, each whole public warrant will be exercisable for 0.00378787 shares of common stock at an exercise price of $3,037.50 per share of Common Stock, which is based on each public warrant being exercisable for 0.056818 shares of common stock before the reverse stock split, adjusted for the 15-to-1 reverse stock split ratio.

The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events.

On June 17, 2026, the Company issued a press release announcing the Reverse Stock Split and other related information. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Cautionary Note Regarding Forward Looking Statements

This Current Report on Form 8-K contains 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 effectiveness of the Reverse Stock Split and the effects of

the Reverse Stock Split, including the trading of the Company’s common stock and public warrants on the Market following the Reverse Stock Split. Forward-looking statements are predictions, projections and other statements about future events that reflect the current beliefs and assumptions of the Company’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 (i) the ability of the Company to maintain regulatory approvals for and successfully commercialize its products and offerings, including the Allurion Balloon, (ii) the timing of, and results from, the Company’s clinical studies and trials, (iii) the evolution of the markets in which the Company competes, (iv) the ability of the Company to defend its intellectual property and satisfy regulatory requirements, (v) the impact of global economic conditions and geopolitical events on the Company’s business, (vi) the Company’s expectations regarding its market opportunities, (vii) the risk of economic downturns and a changing regulatory landscape in the highly competitive industry in which the Company operates, (viii) the risk that the Company’s noncompliance with New York Stock Exchange (“NYSE”) continued listing standards may impact the Company’s results of operations, business operations and reputation and the trading prices and volatility of the Company’s common stock, (ix) the Company’s ability to regain compliance with NYSE continued listing standards or to satisfy the initial listing standards of another nationally recognized securities exchange and (x) the Company’s ability to complete a transaction or transactions on acceptable terms, or at all, to achieve compliance with NYSE continued listing standards or the initial listing standards of another nationally recognized securities exchange. 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 the Company’s Annual Report on Form 10-K filed on March 30, 2026 and other documents filed by the Company 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. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update any forward-looking statements to reflect any new information, events, or circumstances after the date they are made, or to reflect the occurrence of unanticipated events, other than as required by applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit

Description

3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Allurion Technologies, Inc., including a Certificate of Correction thereto.

99.1

Press release, dated June 17, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ALLURION TECHNOLOGIES, INC.

Date:

June 17, 2026

By:

/s/ Shantanu Gaur

Name:

Title:

Shantanu Gaur

Chief Executive Officer

EX-3.1

Filename: alur-ex3_1.htm · Sequence: 2

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

ALLURION TECHNOLOGIES, INC.

ALLURION TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. The name of the Corporation is Allurion Technologies, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was January 25, 2023 under the name Allurion Technologies Holdings, Inc. The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on July 31, 2023, and has been amended by a Certificate of Designations of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on June 28, 2024 and a Certificate of Amendment filed with the Secretary of State of the State of Delaware on December 31, 2024 (the Amended and Restated Certificate of Incorporation, as so amended, the “Certificate of Incorporation”).

2. This Certificate of Amendment hereby amends Article IV of the Certificate of Incorporation by adding the following paragraphs after the fourth paragraph of Article IV, as follows:

“Effective as of 12:01 a.m. Eastern time on June 17, 2026 (the “Effective Time”), each fifteen (15) shares of Common Stock issued and outstanding (or held in treasury) immediately prior to the Effective Time (the “Old Common Stock”) shall automatically without further action on the part of the Corporation or any holder of Old Common Stock, be reclassified, combined, converted and changed into one (1) fully paid and nonassessable share of Common Stock (the “New Common Stock”), subject to the treatment of fractional share interests as described below (the “reverse stock split”). The reverse stock split shall not affect the total number of shares of capital stock, including the Common Stock, that the Corporation is authorized to issue, which shall remain as set forth under this Article IV.

The conversion of the Old Common Stock into New Common Stock will be deemed to occur at the Effective Time without any further action on the part of the Corporation or the holders of shares of New Common Stock and whether or not certificates representing such holders’ shares prior to the reverse stock split are surrendered for cancellation. Upon the Effective Time, all references to “Common Stock” in this Certificate of Incorporation shall be to the New Common Stock.

The reverse stock split will be effectuated on a stockholder-by-stockholder (as opposed to certificate-by-certificate) basis, except that the reverse stock split will be effectuated on a certificate-by-certificate basis for shares held by registered holders, as applicable. From and after the Effective Time, certificates representing the Old Common Stock shall represent the number of shares of New Common Stock into which such Old Common Stock shall have been converted pursuant to this Certificate of Amendment. The Corporation shall not be obligated to issue new certificates evidencing the shares of New Common Stock outstanding as a result of the reverse stock split unless and until the certificates evidencing the shares held by a holder prior to the reverse stock split are either delivered to the Corporation or its current transfer agent, or the holder notifies the Corporation or such transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. Holders who otherwise would be entitled to receive fractional share interests of New Common Stock upon the effectiveness of the reverse stock split shall be entitled to receive a whole share of New Common Stock in lieu of any fractional share created as a result of such reverse stock split.”

3. The stockholders of the Corporation have duly approved the foregoing amendment in accordance with the provisions of Section 211 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly adopted and executed in its corporate name and on its behalf by its duly authorized officer as of this 12th day of June, 2026.

ALLURION TECHNOLOGIES, INC.

By: _/s/ Shantanu Gaur_________________

Name: Shantanu Gaur

Title: Chief Executive Officer

CERTIFICATE OF CORRECTION

TO THE

AMENDMENT

TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

ALLURION TECHNOLOGIES, INC.

(Pursuant to Section 103 of

the General Corporation Law of the State of Delaware)

Allurion Technologies, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

DOES HEREBY CERTIFY:

FIRST: That the name of the Corporation is Allurion Technologies, Inc.

SECOND: That a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate”) filed with the Secretary of State of the State of Delaware on June 12, 2026 requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware (the “General Corporation Law”).

THIRD: The inaccuracy or defect of said Certificate to be corrected is that the Certificate contains scrivener’s errors with respect to certain dates set forth in Article 2.

FOURTH: Article 2 of the Certificate is corrected in its entirety to read as follows:

“2. This Certificate of Amendment hereby amends Article IV of the Certificate of Incorporation by adding the following paragraphs after the fourth paragraph of Article IV, as follows:

“Effective as of 12:01 a.m. Eastern time on June 18, 2026 (the “Effective Time”), each fifteen (15) shares of Common Stock issued and outstanding (or held in treasury) immediately prior to the Effective Time (the “Old Common Stock”) shall automatically without further action on the part of the Corporation or any holder of Old Common Stock, be reclassified, combined, converted and changed into one (1) fully paid and nonassessable share of Common Stock (the “New Common Stock”), subject to the treatment of fractional share interests as described below (the “reverse stock split”). The reverse stock split shall not affect the total number of shares of capital stock, including the Common Stock, that the Corporation is authorized to issue, which shall remain as set forth under this Article IV.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to the Amendment to the Amended and Restated Certificate of Incorporation to be signed by the undersigned in his capacity as Chief Executive Officer of the Corporation, this 17th day of June, 2026.

ALLURION TECHNOLOGIES, INC.

By: /s/ Shantanu Gaur

Name: Shantanu Gaur

Title: Chief Executive Officer

EX-99.1

Filename: alur-ex99_1.htm · Sequence: 3

EX-99.1

Exhibit 99.1

Allurion Advances Plan to Re-List

NATICK, Mass. – June 17, 2026 – Allurion Technologies, Inc. (OTCQB: ALUR), a pioneer in metabolically healthy weight loss, today announced a 1-for-15 reverse stock of its outstanding common stock intended to support regaining compliance with the continued listing requirements of the New York Stock Exchange (the “NYSE”) or initial listing requirements of the NYSE American.

Allurion continues to actively engage with national exchanges and is advancing its re-listing strategy as part of a comprehensive plan to strengthen its capital markets positioning.

“We have had a constructive and collaborative dialogue with the national exchanges throughout this process, and we remain focused on meeting all requirements necessary to regain our listing,” said Dr. Shantanu Gaur, Founder & CEO of Allurion. “We believe re-listing will enhance our visibility, improve liquidity for our shareholders, and better position Allurion for long-term growth as we continue to execute on our U.S. commercial strategy.”

The reverse stock split will take effect at 12:01 a.m. Eastern Time on June 18, 2026, and the Company’s Common Stock will begin trading on a split-adjusted basis under the temporary symbol “ALURD” on The OTCQB Market as of the opening of trading on June 18, 2026 for a period of twenty (20) days, at which time the trading symbol will revert back to “ALUR.” The CUSIP number of 02008G 300 will be assigned to the Company’s Common Stock when the reverse stock split becomes effective.

When the reverse stock split becomes effective, every fifteen (15) of the Company’s issued shares of Common Stock will be combined into one (1) issued share of Common Stock, without any change to the par value per share. This will reduce the number of outstanding shares of Common Stock from approximately 15,006,253 shares to approximately 1,000,417 shares.

No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise hold a fraction of a share of Common Stock of the Company will automatically be entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share.

Proportional adjustments will also be made to the number of shares of Common Stock awarded and available for issuance under the Company’s equity incentive plans, as well as the exercise price and the number of shares issuable upon the exercise or conversion of the Company’s outstanding stock options, restricted stock units and other equity securities under the Company’s equity incentive plans. Additionally, all outstanding convertible notes will be adjusted in accordance with their terms, which will, among other changes to the convertible note terms, result in proportionate adjustments being made to the number of shares issuable upon exercise of such convertible notes and to the exercise and redemption prices of such convertible notes. All outstanding warrants will also be adjusted in accordance with their terms, which will, among other changes to the warrant terms, result in proportionate adjustments being made to the number of shares issuable upon exercise of such warrants and to the exercise and redemption prices of such warrants. Specifically, following the effectiveness of the reverse stock split, every fifteen (15) shares of Common Stock that may be purchased pursuant to the exercise of public warrants will represent one (1) share of Common Stock that may be purchased pursuant to such warrants. Accordingly, for the Company’s warrants trading under the symbol “ALUR WS”, each whole public warrant will be exercisable for 0.00378787 shares of common stock at an exercise price of $3,037.50 per share of Common Stock, which is based on each public warrant being

exercisable for 0.056818 shares of common stock before the reverse stock split, adjusted for the 15:1 reverse stock split ratio.

Stockholders with shares held in book-entry form or through a bank, broker, or other nominee are not required to take any action and will see the consequence of the reverse stock split reflected in their accounts on or after June 18, 2026. Such beneficial holders may contact their bank, broker, or nominee for more information.

The reverse stock split ratio approved by the Board of Directors is within the previously disclosed range of ratios for a reverse stock split authorized by the stockholders of the Company at the 2025 Annual Meeting of Stockholders of the Company held on December 18, 2025.

Additional information regarding this reverse stock split will be included in a Current Report on Form 8-K to be filed by the Company with the Securities and Exchange Commission (the “SEC”) on or about the date hereof.

About Allurion

Allurion is a pioneer in metabolically healthy weight loss. The Allurion Program is a weight-loss platform that combines the FDA approved Allurion Gastric Balloon System, featuring the Allurion Smart Capsule, with the Allurion Virtual Care Suite, including the Allurion Mobile App for consumers featuring the Iris AI platform, Allurion Insights for healthcare providers, and the Allurion Connected Scale.

Allurion is a trademark of Allurion Technologies, Inc. in the United States and countries around the world.

Forward-Looking Statements

This press release contains forward-looking statements that reflect Allurion’s beliefs and assumptions based on information currently available. Although Allurion believes it has a reasonable basis for each forward-looking statement contained in this release, these statements involve risks and uncertainties that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements.

Forward-looking statements in this press release include, but are not limited to, statements regarding: our efforts to regain compliance with NYSE listing standards or to relist its securities on the NYSE American; pioneering in metabolically healthy weight loss; and other statements about future events that reflect the current beliefs and assumptions of Allurion’s management based on information currently available to management.

Allurion cannot assure you that the forward-looking statements in this press release will prove to be accurate. These forward looking statements are subject to a number of risks and uncertainties, including those factors discussed under the heading “Risk Factors” in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 30, 2026 and updated from time to time by its other filings with the SEC, and its Quarterly Report on Form 10-Q filed with the SEC on May 15, 2026. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. Allurion undertakes no obligation to update any forward-looking statements to reflect any new information, events, or circumstances after the date they are made, or to reflect the occurrence of unanticipated events, other than as required by applicable law.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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