SEC Form 424B3 filed by Allurion Technologies Inc.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-274564

Prospectus Supplement No. 26

(To Prospectus dated December 15, 2023)

 

ALLURION TECHNOLOGIES, INC.

Up to 56,548,268 Shares of Common Stock

 

 

This prospectus supplement no. 26 (this “Prospectus Supplement”) amends and supplements the prospectus dated December 15, 2023 (as supplemented or amended from time to time, the “Prospectus”) which forms part of our Registration Statement on Form S-1/A (Registration Statement No. 333-274564). This Prospectus Supplement is being filed to update and supplement the information included or incorporated by reference in the Prospectus with the information contained in our Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on August 19, 2025 (the “10-Q”). Accordingly, we have attached the 10-Q to this Prospectus Supplement.

This Prospectus Supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This Prospectus Supplement should be read in conjunction with the Prospectus, and if there is any inconsistency between the information in the Prospectus and this Prospectus Supplement, you should rely on this Prospectus Supplement.

Our common stock is listed on The New York Stock Exchange (“NYSE”) under the symbol “ALUR” and our public warrants are listed on the NYSE under the symbol “ALUR.WS”. On August 20, 2025, the last quoted sale price for shares of our common stock as reported on the NYSE was $2.13 per share, and the last quoted sale price for our public warrants as reported on the NYSE was $0.0314 per warrant.

We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.

 

 

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in “Risk Factors” beginning on page 26 of the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

The date of this Prospectus Supplement is August 21, 2025.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 10-Q

 

 

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

OR

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from      to     

Commission File Number: 001-41767

 

 

Allurion Technologies, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware		92-2182207
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
11 Huron Drive Natick, MA		01760
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (508) 647-4000

 

 

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		The New York Stock Exchange
Warrants to purchase 0.056818 shares of Common Stock for $202.50 per share		ALUR WS		The New York Stock Exchange

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 8, 2025, the registrant had 7,762,681 shares of common stock, $0.0001 par value per share, outstanding.

 

EXPLANATORY NOTE

This Quarterly Report on Form 10-Q (“Form 10-Q”) includes a restatement of certain of Allurion Technologies, Inc.’s (the “Company”) previously issued unaudited financial statements for the quarter ended June 30, 2024, which was initially included in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2024, as further described below.

The Company previously filed Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 with the SEC on August 19, 2025 (the “Form 10-K/A”) to restate its previously issued audited consolidated financial statements as of and for the fiscal year ended December 31, 2024. The Company also filed Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 with the SEC on August 19, 2025 (the “Form 10-Q/A”), to restate its previously issued unaudited consolidated financial statements as of and for the fiscal quarter ended March 31, 2025. Further, the Company is filing amendments to (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as amended (together with the Form 10-K/A, the “Annual Reports”), to restate its previously issued audited consolidated financial statements as of and for the fiscal year ended December 31, 2023 and (ii) its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2024, June 30, 2024, and September 30, 2024 (together with the 10-Q/A, the “Quarterly Reports”) to restate its previously issued unaudited condensed consolidated financial statements for the fiscal quarters ended March 31, 2024, June 30, 2024, and September 30, 2024.

The Company does not intend to amend any other reports previously filed with the SEC. Accordingly, investors and other readers should rely only on the financial information and related disclosures regarding the periods described above (the “Affected Periods”) in this Form 10-Q, such amendments to the Annual Reports and Quarterly Reports described in the preceding paragraph, and in any other future filings with the SEC (as applicable) and should not rely on the prior reports of its independent registered public accounting firm on the consolidated financial statements as of and for the years ended December 31, 2023 and 2024, as applicable, or any previously furnished or filed reports, press releases, investor presentations or similar communications relating to the Affected Periods.

Restatement Background

As described in the Company’s Current Report on Form 8-K filed with the SEC on August 14, 2025, while preparing its unaudited condensed consolidated financial statements for the quarter ended June 30, 2025, the Company identified an error (the “Error”) in the Company’s historical consolidated financial statements as of and for the years ended December 31, 2023 and December 31, 2024, and the quarter and year-to-date periods ended March 31, 2024, June 30, 2024, September 30, 2024, and March 31, 2025 that caused both overstatements and understatements of Other comprehensive income (loss) as reflected in the consolidated statements of comprehensive income (loss), Other income (expense) as reflected in the consolidated statements of operations, Net income (loss) as reflected in the consolidated statements of comprehensive loss and consolidated statements of operations, and Accumulated other comprehensive income (loss) and Accumulated deficit as reflected in the consolidated balance sheets and consolidated statements of stockholders’ deficit. The Company determined that the Error originated from the existing material weakness related to the lack of sufficient levels of staff with public company and technical accounting experience to maintain proper control activities and perform risk assessment and monitoring activities. These adjustments were inadvertently booked in the wrong direction consistently since the fourth quarter of 2023. The Error had no impact to revenue, gross profit, operating expenses, operating profit (loss) or cash and cash equivalents.

Additionally, the Company corrected an item that was previously identified and concluded as an immaterial error to its condensed consolidated financial statements as of and for the quarter ended June 30, 2024. This item primarily relates to Other liabilities and Other income (expense) misclassifications.

As a result, the Company is restating the accompanying condensed consolidated financial statements as of and for the quarter ended June 30, 2024.

Internal Control Considerations

Following the identification of the Error and in connection with the restatement, the Company’s management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of June 30, 2025. The Company’s management determined that the Error and the related restatements were the result of the existing material weaknesses in the Company’s internal control over financial reporting. As a result, the Company’s management has concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2025. See Part I - Item 4. Controls and Procedures, in this Form 10-Q for additional information related to these material weaknesses in internal control over financial reporting and the related remedial measures.

 

i

Table of Contents

 

				Page
PART I.		FINANCIAL INFORMATION			1
Item 1.		Financial Statements (Unaudited)			1
		Condensed Consolidated Balance Sheets (Restated)			1
		Condensed Consolidated Statements of Operations (Restated)			2
		Condensed Consolidated Statements of Comprehensive Income (Loss) (Restated)			3
		Condensed Consolidated Statements of Stockholders’ Deficit (Restated)			4
		Condensed Consolidated Statements of Cash Flows (Restated)			5
		Notes to Unaudited Condensed Consolidated Financial Statements (Restated)			7
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			41
Item 3.		Quantitative and Qualitative Disclosures About Market Risk			55
Item 4.		Controls and Procedures			55
PART II.		OTHER INFORMATION			57
Item 1.		Legal Proceedings			57
Item 1A.		Risk Factors			57
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			59
Item 3.		Defaults Upon Senior Securities			59
Item 4.		Mine Safety Disclosures			59
Item 5.		Other Information			59
Item 6.		Exhibits			60
Signatures					62

 

ii

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements, which are not purely historical, include, but are not limited to, statements regarding the plans, strategies and prospects, both business and financial, of Allurion Technologies, Inc. (“Allurion”, the “Company”, “we”, “our”, or “us”). Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors. Such risks, uncertainties and other factors could cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes”, “estimates”, “expects”, “projects”, “target”, “goal”, “forecasts”, “may”, “will”, “potential”, “should”, “would”, “could”, “future”, “seeks”, “plans”, “predicts”, “propose”, “scheduled”, “anticipates”, “intends”, or similar expressions. Such statements are based on the beliefs and assumptions of the management of Allurion. Although Allurion believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, Allurion cannot assure you that it will achieve or realize these plans, intentions or expectations.

Forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, statements about the ability of Allurion to:

 

•

realize the benefits expected from the business combination between Allurion and Compute Health Acquisition Corp. pursuant to that certain Business Combination Agreement, dated as of February 9, 2023, by and among Allurion, Allurion Technologies, LLC, which was previously known as Allurion Technologies Opco, Inc. (formerly Allurion Technologies, Inc.) prior to the consummation of the Business Combination, Compute Health Acquisition Corp., Compute Health Corp., and Compute Health LLC;

 

•

successfully defend litigation that may be instituted against Allurion;

 

•

the timing, costs, and effects of our reduction in force and the strategic restructuring plan;

 

•

manage various conflicts of interest that could arise among us and our affiliates, investors, directors, and officers;

 

•

successfully deploy our cash and cash equivalents and proceeds from the Chardan Equity Facility (as defined herein);

 

•

maintain the listing of Allurion securities on the New York Stock Exchange, and the potential liquidity and trading of such securities;

 

•

acquire sufficient sources of funding if and when needed;

 

•

attract and retain key employees, officers, and directors;

 

•

implement and achieve business plans, forecasts, and other expectations, including any financial projections provided to our investors, and identify and realize additional opportunities;

 

•

manage risks associated with the management team of Allurion having limited experience operating as a public company;

 

•

commercialize current and future products and services and create sufficient demand among health care providers and patients for such products, including the recent launch of our compounded GLP-1 program and achieving the expected benefits of such program;

 

•

successfully complete current and future preclinical studies and clinical trials of the swallowable, ProcedurelessTM intragastric balloon for weight loss developed by Allurion (the “Allurion Balloon”) and any other future product candidates;

 

•

obtain market acceptance of the Allurion Balloon as safe and effective in any market in which it is or becomes approved;

 

•

cost-effectively sell existing and future products through distribution arrangements with distributors and/or successfully adopt a direct sales force as part of a hybrid sales model that includes both distributors and a direct sales effort;

 

•

timely collect accounts receivable from our customers;

 

•

obtain regulatory approval or clearance in the United States and certain other jurisdictions for current and future products and maintain previously obtained approvals and/or clearances in those jurisdictions where products and services are currently offered;

 

iii

•

accurately forecast customer demand and manufacture sufficient quantities of products that patients and health care providers request;

 

•

successfully compete in the highly competitive and rapidly changing regulated industries in which we operate, and effectively address changes in such industries, including changes in competitors’ products and services and changes in the laws and regulations that affect us;

 

•

successfully manage any future international expansion of our business and navigate business, regulatory, political, operational, financial, and economic risks associated with doing business internationally;

 

•

successfully manage any future growth or contraction in Allurion’s business;

 

•

contract with third-party suppliers, manufacturers and providers and monitor such third parties’ ability to perform adequately under those arrangements;

 

•

comply with applicable legal and regulatory obligations;

 

•

obtain and maintain intellectual property protection for our products and technologies and acquire or license (on commercially reasonable terms) intellectual property from third parties;

 

•

sell products, and use proprietary technologies, without infringing, misappropriating, or otherwise violating the proprietary rights or intellectual property of third parties;

 

•

manage the impact of any significant acquisitions, dispositions, and other similar or material transactions;

 

•

the restatement of our prior financial statements and our ability to implement and maintain effective internal controls over financial reporting, including our ability to remediate the existing material weaknesses in our internal controls; and

 

•

manage the effects of natural disasters, acts of war or terrorism, the spread and/or abatement of infectious diseases, general economic and political conditions such as recessions, interest rates, fuel prices, trade wars, and currency fluctuations, and other events beyond our reasonable control, including with respect to potential operational disruptions, labor disruptions, increased costs, and impacts to demand related to such events, on our ability to implement business plans, forecasts, and other expectations.

We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy, and financial needs. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, assumptions and other factors described under the heading “Risk Factors” in this Quarterly Report on Form 10-Q and in the section entitled “Risk Factors” within our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 27, 2025, as amended by Amendment No. 1 to the Annual Report on Form 10-K filed with the SEC on August 19, 2025 (together, the “Annual Report on 10-K”). These risks are not exhaustive. Other sections of this Quarterly Report on Form 10-Q include additional factors that could adversely impact our business and financial performance. Moreover, Allurion operates in very competitive and rapidly changing environments. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q.

We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

 

iv

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements.

ALLURION TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands)

 

		June 30, 2025				December 31, 2024
						(Restated)
Assets
Current assets:
Cash and cash equivalents		$	12,722			$	15,379
Accounts receivable, net of allowance of doubtful accounts of $6,708 and $6,701, respectively			5,848				7,134
Inventory, net			3,772				3,400
Prepaid expenses and other current assets			1,144				1,243
Total current assets			23,486				27,156
Property and equipment, net			1,969				2,469
Right-of-use asset			1,717				2,079
Other long-term assets			997				1,109
Total assets		$	28,169			$	32,813
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable		$	3,827			$	6,572
Current portion of lease liabilities			597				869
Accrued expenses and other current liabilities			7,192				11,422
Total current liabilities			11,616				18,863
Warrant liabilities			7,200				4,567
Revenue Interest Financing liability			42,400				49,200
Earn-out liabilities			75				1,090
Convertible notes payable			28,770				35,710
Lease liabilities, net of current portion			1,158				1,344
Other liabilities			926				17
Total liabilities			92,145				110,791
Commitments and Contingencies (Note 17)
Stockholders’ deficit:
Preferred stock, $0.0001 par value - 100,000,000 shares authorized as of June 30, 2025; and no shares issued and outstanding as of June 30, 2025 and December 31, 2024			—				—
Common stock, $0.0001 par value - 1,000,000,000 shares authorized as of June 30, 2025; and 7,750,293 and 2,710,607 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively			5				3
Additional paid-in capital			162,792				152,596
Accumulated other comprehensive (loss) income			6,270				(8,370	)
Accumulated deficit			(233,043	)			(222,207	)
Total stockholders’ deficit			(63,976	)			(77,978	)
Total liabilities and stockholders’ deficit		$	28,169			$	32,813

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

1

ALLURION TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands, except per share amounts)

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2025				2024				2025				2024
						(Restated)								(Restated)
Revenue		$	3,379			$	11,766			$	8,959			$	21,152
Cost of revenue			882				2,773				2,301				5,293
Gross profit			2,497				8,993				6,658				15,859
Operating expenses:
Sales and marketing			2,412				6,718				6,033				12,863
Research and development			1,800				4,310				4,424				10,035
General and administrative			5,237				7,311				10,435				13,697
Total operating expenses:			9,449				18,339				20,892				36,595
Loss from operations			(6,952	)			(9,346	)			(14,234	)			(20,736	)
Other income (expense):
Interest expense			—				(339	)			—				(2,270	)
Changes in fair value of warrants			2,064				1,376				7,733				4,507
Changes in fair value of debt			(4,530	)			8,070				(1,200	)			8,070
Changes in fair value of Revenue Interest Financing and PIPE Conversion Option			60				(5,994	)			(3,760	)			(8,094	)
Changes in fair value of earn-out liabilities			105				5,690				1,015				19,880
Loss on extinguishment of debt			(660	)			(8,713	)			(660	)			(8,713	)
Other income (expense), net			621				999				408				1,171
Total other income (expense):			(2,340	)			1,089				3,536				14,551
Loss before income taxes			(9,292	)			(8,257	)			(10,698	)			(6,185	)
Provision for income taxes			(43	)			(65	)			(138	)			(141	)
Net loss		$	(9,335	)		$	(8,322	)		$	(10,836	)		$	(6,326	)
Net loss per share
Basic and diluted		$	(1.28	)		$	(4.34	)		$	(1.79	)		$	(3.30	)
Weighted-average shares outstanding
Basic and diluted			7,300,479				1,917,872				6,046,477				1,914,527

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

2

ALLURION TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(dollars in thousands)

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2025				2024				2025				2024
						(Restated)								(Restated)
Net loss		$	(9,335	)		$	(8,322	)		$	(10,836	)		$	(6,326	)
Other comprehensive income:
Change in fair value of Revenue Interest Financing due to change in credit risk			5,990				3,000				9,010				5,200
Change in fair value of RTW Convertible Notes due to change in credit risk			4,210				80				5,630				80
Comprehensive income (loss)		$	865			$	(5,242	)		$	3,804			$	(1,046	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

3

ALLURION TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(dollars in thousands)

 

		Common Stock								Additional Paid- in Capital				Accumulated Other Comprehensive Loss				Accumulated Deficit				Stockholders’ Deficit
		Shares				Amount
Balance as of January 1, 2024 (Restated)			1,907,529			$	2			$	143,010			$	700			$	(215,009	)		$	(71,297	)
Exercise of stock options			186				—				9				—				—				9
Issuance of common stock for the exercise of Public Warrants			6				—				—				—				—				—
Issuance of common stock from equity line financing (Note 13)			5,730				—				378				—				—				378
Issuance of common stock in connection with vesting of RSU awards			2,505				—				—				—				—				—
Stock-based compensation expense			—				—				552				—				—				552
Other comprehensive loss (Restated)			—				—				—				2,200								2,200
Net income (Restated)			—				—				—				—				1,996				1,996
Balance as of March 31, 2024 (Restated)			1,915,956				2				143,949				2,900				(213,013	)			(66,162	)
Exercise of stock options			460				—				16				—				—				16
Issuance of common stock in connection with vesting of RSU awards			2,505				—				—				—				—				—
Issuance of common stock for the exercise of Public Warrants			6								1				—				—				1
Stock-based compensation expense			—				—				805				—				—				805
Other comprehensive loss (Restated)			—				—				—				3,080				—				3,080
Net loss (Restated)							—				—				—				(8,322	)			(8,322	)
Balance as of June 30, 2024 (Restated)			1,918,927			$	2			$	144,771			$	5,980			$	(221,335	)		$	(70,582	)
Balance as of January 1, 2025 (Restated)			2,710,607			$	3			$	152,596			$	(8,370	)		$	(222,207	)		$	(77,978	)
Exercise of stock options			—				—				—				—				—				—
Issuance of common stock in connection with vesting of RSU awards			3,505				—				—				—				—				—
Issuance of common stock in connection with RTW Private Placement, net of issuance costs			841,751				—				2,500				—				—				2,500
Issuance of common stock in connection with January Public Offering, net of issuance costs			1,240,000				1				1,262				—				—				1,263
Issuance of common stock in connection with February Public Offering and Leavitt Private Placement, net of issuance costs			1,167,686				1				588				—				—				589
Stock-based compensation expense			—				—				897				—				—				897
Other comprehensive loss (Restated)			—				—				—				4,440				—				4,440
Net loss (Restated)			—				—				—				—				(1,501	)			(1,501	)
Balance as of March 31, 2025 (Restated)			5,963,549				5				157,843				(3,930	)			(223,708	)			(69,790	)
Exercise of stock options							—								—				—				—
Issuance of common stock in connection with vesting of RSU awards			2,505				—				—				—				—				—
Issuance of common stock from equity line financing (Note 13)			291,700				—				763				—				—				763
Issuance of common stock from conversion of RTW Convertible Notes			1,492,539				—				3,170				—				—				3,170
Stock-based compensation expense			—				—				1,016				—				—				1,016
Other comprehensive loss			—				—				—				10,200				—				10,200
Net loss			—				—				—				—				(9,335	)			(9,335	)
Balance as of June 30, 2025			7,750,293			$	5			$	162,792			$	6,270			$	(233,043	)		$	(63,976	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

4

ALLURION TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

 

		Six Months Ended June 30,
		2025				2024
						(Restated)
Operating Activities:
Net loss		$	(10,836	)		$	(6,326	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Non-cash lease expense			439				362
Depreciation and amortization			550				564
Stock-based compensation			1,913				1,357
Provision for uncollectible accounts			843				—
Provision for inventory			444				369
Change in fair value of warrant liabilities			(7,733	)			(4,507	)
Change in fair value of derivative liabilities			—				(1,895	)
Change in fair value of Revenue Interest Financing and PIPE Conversion Option			3,760				8,094
Change in fair value of earn-out liabilities			(1,015	)			(19,880	)
Interest paid on debt recorded at fair value			(1,550	)			(1,054	)
Change in fair value of debt			1,200				(8,070	)
Change in fair value of Share Obligation			910				—
Debt issuance costs associated with debt recorded at fair value			—				1,357
Non-cash interest expense			—				1,464
Issuance costs associated with warrants recorded at fair value			1,137				—
Loss on debt extinguishment			660				8,713
Other non-cash items, net			(851	)			373
Changes in operating assets and liabilities:
Accounts receivable			1,366				4,412
Inventory			(817	)			1,014
Prepaid expenses, other current and long-term assets			157				718
Lease liabilities			(536	)			(411	)
Accounts payable			(2,893	)			(2,504	)
Accrued expenses and other current liabilities			(4,230	)			(1,713	)
Net cash used in operating activities		$	(17,082	)		$	(17,563	)
Investing Activities:
Purchases of property and equipment			—				(539	)
Net cash used in investing activities		$	—			$	(539	)
Financing Activities:
Proceeds from issuance of convertible notes			—				48,000
Proceeds from option and warrant exercises			—				26
Proceeds from equity line financing			763				378
Proceeds from Public Offering, net of issuance costs			13,665				—
Payment of debt issuance costs			—				(1,357	)
Repayment of Fortress term loan			—				(47,720	)
Net cash provided by (used in) financing activities		$	14,428			$	(673	)
Net decrease in cash and cash equivalents and restricted cash			(2,654	)			(18,775	)
Cash and cash equivalents and restricted cash at beginning of period			15,718				38,421
Cash and cash equivalents and restricted cash at end of period		$	13,064			$	19,646
Supplemental disclosure of cash flow information
Cash paid for interest		$	—			$	2,672
Supplemental cash flow information on non-cash investing and financing activities
Purchase of property and equipment included in accounts payable		$	—			$	31
Transaction costs in accounts payable and accrued expenses			87				—
Deferred financing costs in accounts payable and accrued expenses			—				1,207
Change in fair value of RTW Convertible Notes through OCI			5,630				80
Change in fair value of Revenue Interest Financing through OCI			9,010				5,200
Common stock issued for conversion of convertible notes			3,170				—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

5

ALLURION TECHNOLOGIES, INC. AND SUBSIDIARIES

A reconciliation of the amounts of cash and cash equivalents and restricted cash in the consolidated balance sheets to the amount in the consolidated statements of cash flows is as follows (in thousands):

 

		June 30, 2025				December 31, 2024
Cash and cash equivalents		$	12,722			$	15,379
Restricted cash included in other long-term assets			342				339
Cash and cash equivalents and restricted cash shown in the statement of cash flows		$	13,064			$	15,718

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

6

1.	Organization and Basis of Presentation

Organization

Allurion Technologies, Inc. (“Allurion” or the “Company”) is a vertically integrated medical device company that is developing, manufacturing, and commercializing innovative weight loss experiences centered around its Allurion^™ Balloon. The Allurion Balloon is the world’s first and only swallowable, procedureless^™ intragastric balloon for weight loss that does not require surgery, endoscopy, or anesthesia for placement. Allurion sells the Allurion Balloon and connected scale through distributors or directly to health care providers.

The Company also offers tiered access to artificial intelligence (“AI”)-powered remote patient monitoring tools, a mobile app for patients and a clinic dashboard for providers, referred to as the Allurion Virtual Care Suite (“VCS”) and, collectively with the Allurion Balloon, referred to as the “Allurion Program.” The base tier of the VCS is free of charge to those purchasing the Allurion Balloon, as well as customers looking for a weight-loss management platform for patients utilizing other weight loss treatments, including anti-obesity medications and bariatric surgery. More full-scale versions of the VCS are available to health care providers on an upgrade basis. Allurion currently markets the Allurion Program in over 50 countries, and the Company operates subsidiaries in the United States, France, the United Arab Emirates, the United Kingdom, Italy, Spain, Australia and Mexico.

Business Combination Agreement

On February 9, 2023, Allurion Technologies Opco, Inc. (formerly Allurion Technologies, Inc., “Legacy Allurion”) and Allurion Technologies, Inc. (formerly Allurion Technologies Holdings, Inc.) entered into the Business Combination Agreement (as subsequently amended on May 2, 2023, the “Business Combination Agreement”) with Compute Health Acquisition Corp. (“CPUH” or “Compute Health”), Compute Health Corp. (“Merger Sub I”) and Compute Health LLC (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”). Pursuant to the Business Combination Agreement, on August 1, 2023 (the “Closing Date”), the Mergers (as defined below) were consummated in three steps: (a) Compute Health merged with and into Allurion (the “CPUH Merger”), with Allurion surviving the CPUH Merger as a publicly listed entity (the time at which the CPUH Merger became effective, the “CPUH Merger Effective Time”) and becoming the sole owner of the Merger Subs; (b) three hours following the consummation of the CPUH Merger, Merger Sub I merged with and into Legacy Allurion (the “Intermediate Merger” and the time at which the Intermediate Merger became effective, the “Intermediate Merger Effective Time”), with Legacy Allurion surviving the Intermediate Merger and becoming a direct, wholly-owned subsidiary of Allurion; and (c) thereafter, Legacy Allurion merged with and into Merger Sub II (the “Final Merger” and, collectively with the CPUH Merger and the Intermediate Merger, the “Mergers”, and together with all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with Merger Sub II surviving the Final Merger and remaining a direct, wholly-owned subsidiary of Allurion. Allurion shares began trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “ALUR” on August 2, 2023. Upon completion of the Business Combination, Legacy Allurion’s business operations continued as our business operations.

The Business Combination was accounted for as a reverse capitalization in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, Compute Health was treated as the “acquired” company for financial reporting purposes and Legacy Allurion was the accounting “acquirer”. Accordingly, the Business Combination was treated as the equivalent of Legacy Allurion issuing stock for the net assets of Compute Health, accompanied by a recapitalization. As a result of the reverse recapitalization, the assets and liabilities of the Company are presented at their historical carrying values, and the assets and liabilities of Compute Health are recognized on the acquisition date and measured on the basis of the net proceeds from the capital transaction, with no goodwill or other intangible assets recorded. This determination is primarily based on the fact that, immediately following the Business Combination, Legacy Allurion stockholders had a majority of the voting power of Allurion, Legacy Allurion controlled the majority of the board seats of Allurion, and Legacy Allurion senior management comprised all of the senior management of Allurion. The equity structure has been restated in all comparative periods up to the Closing Date to reflect the number of shares of the Company’s common stock, $0.0001 par value per share (“Common Stock,” “Allurion Common Stock” or the “Company’s Common Stock”), issued to Legacy Allurion stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Allurion’s convertible preferred stock and Legacy Allurion common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio of approximately 0.9780 (the “Exchange Ratio”) established in the Business Combination. The Exchange Ratio established in the Business Combination is prior to the Reverse Stock Split (as defined below) and did not change as a result of the Reverse Stock Split. As a result of this retrospective application, certain prior period balances within the condensed consolidated financial statements have changed. Refer to Note 4, Business Combination for further discussion regarding the closing of the Business Combination with Compute Health.

Unless otherwise indicated, references in this Quarterly Report on Form 10-Q to the “Company”, “our”, and “Allurion” refer to the condensed consolidated operations of Allurion Technologies, Inc. and its subsidiaries after giving effect to the Business Combination. References to CPUH and Compute Health refer to Compute Health Acquisition Corp. and its subsidiaries prior to the consummation of the Business Combination and references to “Legacy Allurion” refer to Allurion Technologies, Inc. prior to the consummation of the Business Combination.

 

7

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Any reference in these notes to the applicable accounting guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”), and Accounting Standards Update (“ASU”), of the Financial Accounting Standards Board (“FASB”). They should be read in conjunction with our audited financial statements as of and for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2025, as amended by Amendment No. 1 to the Annual Report on Form 10-K filed with the SEC on August 19, 2025 (together the “Annual Report on Form 10-K”). The financial statements as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 presented in this report are unaudited; however, in the opinion of management such financial statements reflect all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods presented. The results of operations for the periods presented are not necessarily indicative of the results that might be expected for future interim periods or for the full year.

Our foreign operations are subject to exchange rate fluctuations and foreign currency transaction costs. The functional currency for all of our foreign subsidiaries is the United States dollar except Allurion Australia Pty Ltd., which uses the Australian dollar. When remeasuring from a local currency to the functional currency, assets and liabilities are remeasured into U.S. dollars at exchange rates in effect at the balance sheet dates and results of operations transacted in local currency are remeasured into U.S. dollars using average exchange rates for the period presented. Gain (losses) from remeasurement of $1.0 million and ($0.4) million for the six months ended June 30, 2025 and 2024, respectively, and gain (losses) from remeasurement of $0.7 million and ($0.1) million for the three months ended June 30, 2025 and 2024, respectively, are recorded in the statements of operations within Other income (expense), net. The Company translates the foreign functional currency financial statements to U.S. dollars for Allurion Australia Pty Ltd. using the exchange rates at the balance sheet date for assets and liabilities, the period average exchange rates for revenues and expenses, and the historical exchange rates for equity transactions. The effects of foreign currency translation adjustments were immaterial for the three and six months ended June 30, 2025 and 2024.

Reverse Stock Split

On December 23, 2024, following the Annual Meeting, the Board approved a reverse stock split of the Common Stock at a ratio of 1-for-25 (the “Reverse Stock Split”). Effective as of 12:01 a.m. Eastern Time on January 3, 2025, the Company filed an amendment to its Charter to effectuate the Reverse Stock Split.

As a result of the Reverse Stock Split, every 25 shares of the Company’s Common Stock issued or outstanding were 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 NYSE commenced on a split-adjusted basis at market open on January 3, 2025 under the existing trading symbol “ALUR.”

No fractional shares were 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 were automatically entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share.

Proportional adjustments were also 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 were adjusted in accordance with their terms, which resulted, among other changes to the convertible note terms, 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 were also adjusted in accordance with their terms, which resulted, among other changes to the warrant terms, 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 25 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 NYSE, each whole public warrant following the Reverse Stock Split is exercisable for 0.056818 shares of Common Stock at an exercise price of $202.50 per share, which is based on each public warrant being exercisable for 1.420455 shares of Common Stock before the Reverse Stock Split, adjusted for the 25:1 reverse stock split ratio.

Unless otherwise indicated, all authorized, issued, and outstanding shares and per share amounts contained in the accompanying condensed consolidated financial statements have been adjusted to reflect the 1-for-25 Reverse Stock Split for all periods presented. As a result, net income per share was also retrospectively adjusted for periods ended prior to the Reverse Stock Split.

 

8

Going Concern

The Company has evaluated whether there are certain events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q are issued.

The Company has incurred recurring losses since inception, anticipates net losses and negative operating cash flows for the near future, and may be unable to remain in compliance with certain financial covenants required under its credit facilities. Through June 30, 2025, the Company has funded its operations primarily with proceeds from the sale of its Common Stock and convertible preferred stock, issuance of convertible notes, issuance of term loans, and funds received upon consummation of the Business Combination. The Company has incurred recurring losses and cash outflows from operating activities since its inception, including losses from operations of $14.2 million and $20.7 million and cash outflows from operating activities of $17.1 million and $17.6 million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, the Company had an accumulated deficit of $233.0 million. The Company expects to continue to generate operating losses for the foreseeable future.

Until such time as we can generate sufficient revenue to fund operations, we expect to use proceeds from the issuance of equity, debt financings, or other capital transactions to fund our operations and satisfy our liquidity requirements, but the amount and timing of such financings are uncertain. Based on the Company’s recurring losses from operations incurred since inception, its expectation of continuing operating losses for the foreseeable future, the need to raise additional capital to finance its future operations, and the potential of being unable to remain in compliance with certain financial covenants under its credit facilities, the Company has concluded that there is substantial doubt about its ability to continue as a going concern for a period of one year from the date that these condensed consolidated financial statements are issued. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

 

2.	Restatement of Previously Issued Financial Statements

While preparing its unaudited condensed consolidated financial statements for the quarter ended June 30, 2025, the Company identified an error (the “Error”) in the Company’s historical consolidated financial statements as of and for the years ended December 31, 2023 and December 31, 2024, and the quarter and year-to-date periods ended March 31, 2024, June 30, 2024, September 30, 2024, and March 31, 2025, that caused both overstatements and understatements of Other comprehensive income (loss) as reflected in the consolidated statements of comprehensive income (loss), Other income (expense) as reflected in the consolidated statements of operations, Net income (loss) as reflected in the consolidated statements of comprehensive loss and consolidated statements of operations, and Accumulated other comprehensive income (loss) and Accumulated deficit as reflected in the consolidated balance sheets and consolidated statements of stockholders’ deficit. The Company determined that the Error originated from the existing material weakness related to the lack of sufficient levels of staff with public company and technical accounting experience to maintain proper control activities and perform risk assessment and monitoring activities. These adjustments were inadvertently booked in the wrong direction consistently since the fourth quarter of 2023. The Error had no impact to revenue, gross profit, operating expenses, operating loss, or cash and cash equivalents.

Additionally, the Company corrected an item that was previously identified and concluded as an immaterial error to its condensed consolidated financial statements as of and for the six months ended June 30, 2024. This item primarily relates to Other liabilities and Other Income (Expense) misclassifications.

As a result, the Company is restating the accompanying condensed consolidated financial statements as of and for the quarter ended June 30, 2024.

 

9

The effects of the restatements on the condensed consolidated financial statements for the three and six months ended June 30, 2024, are as follows:

Restated Condensed Consolidated Statement of Operations

(dollars in thousands)

 

		Three months ended June 30, 2024												Six months ended June 30, 2024
		As Reported				Adjustment				As Restated				As Reported				Adjustment				As Restated
Revenue		$	11,766			$	—			$	11,766			$	21,152			$	—			$	21,152
Cost of revenue			2,773				—				2,773				5,293				—				5,293
Gross profit			8,993				—				8,993				15,859				—				15,859
Operating expenses:
Sales and marketing			6,718				—				6,718				12,863				—				12,863
Research and development			4,310				—				4,310				10,035				—				10,035
General and administrative			7,311				—				7,311				13,697				—				13,697
Total operating expenses:			18,339				—				18,339				36,595				—				36,595
Loss from operations			(9,346	)			—				(9,346	)			(20,736	)			—				(20,736	)
Other income (expense):
Interest expense			(339	)			—				(339	)			(2,270	)			—				(2,270	)
Changes in fair value of warrants			1,376				—				1,376				4,507				—				4,507
Changes in fair value of debt			8,230				(160	)			8,070				8,230				(160	)			8,070
Changes in fair value of Revenue Interest Financing and PIPE Conversion Option			6				(6,000	)			(5,994	)			1,496				(9,590	)			(8,094	)
Changes in fair value of earn-out liabilities			5,690				—				5,690				19,880				—				19,880
Loss on extinguishment of debt			(8,713	)			—				(8,713	)			(8,713	)			—				(8,713	)
Other income (expense), net			999				—				999				1,171				—				1,171
Total other income (expense):			7,249				(6,160	)			1,089				24,301				(9,750	)			14,551
Income (loss) before income taxes			(2,097	)			(6,160	)			(8,257	)			3,565				(9,750	)			(6,185	)
Provision for income taxes			(65	)			—				(65	)			(141	)			—				(141	)
Net income (loss)		$	(2,162	)		$	(6,160	)		$	(8,322	)		$	3,424			$	(9,750	)		$	(6,326	)
Net income (loss) per share
Basic		$	(1.13	)		$	(3.21	)		$	(4.34	)		$	1.79			$	(5.09	)		$	(3.30	)
Diluted		$	(1.13	)		$	(3.21	)		$	(4.34	)		$	1.67			$	(4.97	)		$	(3.30	)
Weighted-average shares outstanding
Basic			1,917,872				—				1,917,872				1,914,527				—				1,914,527
Diluted			1,917,872				—				1,917,872				1,959,881				(45,354	)			1,914,527

Restated Condensed Consolidated Statement of Comprehensive Loss

(dollars in thousands)

 

		Three months ended June 30, 2024												Six months ended June 30, 2024
		As Reported				Adjustment				As Restated				As Reported				Adjustment				As Restated
Net income (loss)		$	(2,162	)		$	(6,160	)		$	(8,322	)		$	3,424			$	(9,750	)		$	(6,326	)
Other comprehensive loss:
Change in fair value of Revenue Interest Financing due to change in credit risk			(3,000	)			6,000			$	3,000				(5,200	)			10,400				5,200
Change in fair value of RTW Convertible Notes due to change in credit risk			(80	)			160			$	80				(80	)			160				80
Comprehensive Income (loss)		$	(5,242	)		$	—			$	(5,242	)		$	(1,856	)		$	810			$	(1,046	)

 

10

Restated Condensed Consolidated Statement of Cash Flows

(dollars in thousands)

 

		Six Months Ended June 30, 2024
		Originally Reported				Adjustment				As Restated
Operating Activities:
Net income (loss)		$	3,424			$	(9,750	)		$	(6,326	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Non-cash lease expense			362				—				362
Depreciation and amortization			564				—				564
Stock-based compensation			1,357				—				1,357
Unrealized exchange (gain) or loss			373				—				373
Provision for inventory			369				—				369
Change in fair value of warrant liabilities			(4,507	)			—				(4,507	)
Change in fair value of derivative liabilities			(1,895	)			—				(1,895	)
Change in fair value of Revenue Interest Financing and PIPE Conversion Option			(1,496	)			9,590				8,094
Change in fair value of earn-out liabilities			(19,880	)			—				(19,880	)
Interest paid on debt recorded at fair value			(1,054	)			—				(1,054	)
Change in fair value of debt			(8,230	)			160				(8,070	)
Debt issuance costs associated with debt recorded at fair value			1,357				—				1,357
Non-cash interest expense			1,464				—				1,464
Loss on term loan extinguishment			8,713				—				8,713
Changes in operating assets and liabilities:							—
Accounts receivable			4,412				—				4,412
Inventory			1,014				—				1,014
Prepaid expenses, other current and long-term assets			718				—				718
Lease liabilities			(411	)			—				(411	)
Accounts payable			(2,504	)			—				(2,504	)
Accrued expenses and other current liabilities			(1,713	)			—				(1,713	)
Net cash used in operating activities		$	(17,563	)		$	—			$	(17,563	)
Investing Activities:
Purchases of property and equipment			(539	)			—				(539	)
Net cash used in investing activities		$	(539	)		$	—			$	(539	)
Financing Activities:
Proceeds from issuance of convertible notes			48,000				—				48,000
Proceeds from option and warrant exercises			26				—				26
Proceeds from equity line financing			378				—				378
Repayment of convertible notes			—				—				—
Payment of deferred financing costs			—				—				—
Payment of debt issuance costs			(1,357	)			—				(1,357	)
Repayment of Fortress term loan			(47,720	)			—				(47,720	)
Net cash provided by (used in) financing activities		$	(673	)		$	—			$	(673	)
Net decrease in cash and cash equivalents and restricted cash			(18,775	)			—				(18,775	)
Cash and cash equivalents and restricted cash at beginning of period			38,421				—				38,421
Cash and cash equivalents and restricted cash at end of period		$	19,646			$	—			$	19,646
Supplemental disclosure of cash flow information
Cash paid for interest		$	2,672			$	—			$	2,672
Supplemental cash flow information on non-cash investing and financing activities											0
Purchase of property and equipment included in accounts payable		$	31			$	—			$	31
Deferred financing costs in accounts payable and accrued expenses			1,207				—				1,207
Change in fair value of RTW Convertible Notes through OCI			—				80				80
Change in fair value of Revenue Interest Financing through OCI			(5,280	)			10,480				5,200

 

11

3.	Summary of Significant Accounting Policies

There have been no significant changes to the significant accounting policies disclosed in Note 3 of the “Notes to Consolidated Financial Statements” to the consolidated audited financial statements as of and for the year ended December 31, 2024 included in our Annual Report on Form 10-K.

Use of Estimates

The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Management considers many factors in selecting appropriate financial accounting policies and controls in developing the estimates and assumptions that are used in the preparation of these condensed consolidated financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. Actual results could differ from those estimates.

Risk of Concentration of Credit, Significant Customers and Significant Suppliers

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash equivalents and accounts receivable, net. The Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company maintains its cash, cash equivalents and restricted cash with financial institutions that management believes to be of high credit quality. The Company has not experienced any losses on such accounts and does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

Significant customers are those that represent more than 10% of the Company’s total revenue for the three and six months ended June 30, 2025 and 2024 or accounts receivable, net balance as of June 30, 2025 and December 31, 2024. The following table presents customers that represent 10% or more of the Company’s total revenue and accounts receivable, net:

 

Revenue

Revenue

Accounts Receivable

Three Months Ended June 30,

Six Months Ended June 30,

June 30,

December 31,

2025

2024

2025

2024

2025

2024

Customer A

N/A

N/A

N/A

N/A

13

%

N/A

Customer B

N/A

N/A

N/A

N/A

11

%

N/A

Customer C

N/A

N/A

N/A

N/A

N/A

14

%

The Company relies on third parties for the supply of parts and components for its products as well as third-party logistics providers. In instances where these parties fail to perform their obligations, the Company may be unable to find alternative suppliers of parts and components to satisfactorily deliver its products to its customers on time, if at all, which could have a material adverse effect on the Company’s operating results, financial condition and cash flows and damage its customer relationships.

Recently Adopted Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options and Derivatives and Hedging-Contracts in Entity’s Own Equity, which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. The Company adopted ASU 2020-06 effective January 1, 2024 under the modified retrospective method of transition approach. The adoption of ASU 2020-06 did not have an impact on the Company’s condensed consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an interim and annual basis. The Company adopted ASU 2023-07 effective January 1, 2024 under the retrospective method. We have disclosed significant segment expenses, other segment items, and our measure of segment profit or loss in Note 18, Segment Information.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of this standard is not expected to have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

 

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4.	Business Combination

As discussed in Note 1, Organization and Basis of Presentation, on August 1, 2023 the Company consummated the Business Combination with Compute Health pursuant to the Business Combination Agreement. The Business Combination was accounted for as a reverse capitalization in accordance with U.S. GAAP. Under this method of accounting, Compute Health, which was the legal acquirer, was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Allurion issuing stock for the net assets of Compute Health, accompanied by a recapitalization.

Upon the closing of the Business Combination, (a) holders of Legacy Allurion common stock received shares of Allurion Common Stock in an amount determined by application of the Exchange Ratio of approximately 0.9780 (the Exchange Ratio established in the Business Combination is prior to the Reverse Stock Split and did not change as a result of the Reverse Stock Split), (b) each then-outstanding share of Legacy Allurion preferred stock was converted into the right to receive shares of Allurion Common Stock equal to the number of shares of Legacy Allurion common stock that would be issued upon conversion of such outstanding share of Legacy Allurion preferred stock based on the applicable conversion ratio multiplied by the Exchange Ratio, (c) each then-outstanding and unexercised Legacy Allurion option was converted into a new Allurion option on the same terms and conditions as were applicable to such Legacy Allurion option based on the Exchange Ratio, (d) each then-outstanding Legacy Allurion warrant was converted into a new Allurion warrant based on the Exchange Ratio (“Rollover Warrant”), (e) each then-outstanding Legacy Allurion restricted stock unit was converted into a rollover restricted stock unit based on the Exchange Ratio, and (f) certain amounts of loans made by Compute Health Sponsor LLC (the “Sponsor”) to CPUH, which balance was $3.7 million at the time of the Business Combination, were converted into 21,023 shares of Allurion Common Stock (as adjusted for the Reverse Stock Split). For periods prior to the Business Combination, the reported share and per share amounts have been retroactively converted by applying the Exchange Ratio. The consolidated assets, liabilities, and results of operations prior to the Business Combination are those of Legacy Allurion.

Further, upon the closing of the Business Combination, each then-outstanding share of Compute Health Class A common stock was canceled and extinguished and was converted into the right to receive 1.420455 shares of Allurion Common Stock. Additionally, the Company assumed 13,206,922 outstanding public warrants to purchase an aggregate 750,394 shares of Allurion Common Stock at $202.50 per share.

In connection with the Business Combination, the Company incurred approximately $22.7 million of transaction costs, consisting of legal and other professional fees, of which $15.2 million was recorded to additional paid-in capital as a reduction of proceeds, $2.5 million was recorded as debt issuance costs in connection with the Fortress Term Loan (as defined below), and $5.0 million was recorded as an expense in general and administrative expenses on the condensed consolidated statement of operations and comprehensive loss. Of the $5.0 million recorded as general and administrative expenses, $3.6 million relates to a one-time insurance payment related to any potential matters that might arise from the period prior to the Business Combination, and as such is not capitalized as an asset. An additional $1.2 million relates to direct costs and fees incurred as part of the Revenue Interest Financing (as defined below) with RTW Investments, LP (together with its affiliates, “RTW”).

The following table reconciles the elements of the Business Combination to the condensed consolidated statement of cash flows and the condensed consolidated statement of changes in equity:

 

		December 31, 2023
Cash - CPUH trust (net of redemptions)		$	38,395
Cash - PIPE Investors			37,922
Gross Proceeds			76,317
Less: transaction costs paid			(14,665	)
Net proceeds from the Business Combination			61,652
Less: warrant liabilities assumed			(13,762	)
Less: repayment of note assumed in the Business Combination			(2,500	)
Less: accrued transaction costs at December 31, 2023			(580	)
Business Combination, net of transaction costs		$	44,810

 

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The number of shares of Allurion Common Stock outstanding immediately following the consummation of the Business Combination was as follows:

 

		Common Stock
Legacy Allurion Equityholders (1)			1,115,896
CPUH Stockholders (2)			206,628
Shares Issued to PIPE Investors (2)			215,468
Shares issued to RTW and Fortress (3)			76,000
Shares issued to convertible note holders			132,049
CPUH Sponsor Shares (2)			130,509
Side Letter Termination Shares (3)			15,508
Total shares of Common Stock immediately after Business Combination			1,892,058

 

(1)	Consists of Legacy Allurion common stock and Legacy Allurion preferred stock, plus the issuance of Allurion Common Stock in connection with the vesting of RSUs at closing, less the Gaur Trust Contributed Shares (as defined below).

(2)	The CPUH Stockholders shares, PIPE shares, and CPUH Sponsor shares are presented combined within the condensed consolidated statements of stockholders deficit on the “Reverse recapitalization, net of transaction costs” line, which is less the Gaur Trust Contributed Shares (as defined below).

(3)

The shares issued to RTW and Fortress and the Side Letter Termination shares are presented combined within the condensed consolidated statements of stockholders deficit on the “Derecognition of liabilities associated with the Backstop Shares, Hunter shares, and additional RTW and Fortress shares and issuance of related shares” line.

PIPE Investment

In connection with the execution of the Business Combination Agreement, Allurion and Compute Health entered into subscription agreements, each dated February 9, 2023, with certain accredited investors and qualified institutional buyers (the “PIPE Investors”), pursuant to which, upon the terms and subject to the conditions set forth therein, the PIPE Investors, among other things, purchased an aggregate of 215,468 shares of Allurion Common Stock at a purchase price of $176.00 per share (other than as set forth in the Amended and Restated RTW Side Letter, as defined below), for an aggregate purchase price of $37.9 million, following the CPUH Merger Effective Time (the “PIPE Investment”).

Revenue Interest Financing Agreement, Side Letter and PIPE Conversion Option

On February 9, 2023, concurrently with the execution of the Business Combination Agreement, the Company entered into the Revenue Interest Financing Agreement (as amended, the “Revenue Interest Financing Agreement”) with certain entities that engaged RTW Investments, LP (together with its affiliates, “RTW”) as investment manager (the “Revenue Interest Financing”). Pursuant to the Revenue Interest Financing Agreement, at the closing of the Business Combination, RTW paid Allurion an aggregate of $40.0 million (the “Investment Amount”). In exchange for the Investment Amount, Allurion will remit revenue interest payments on all current and future products, digital solutions and services developed, imported, manufactured, marketed, offered for sale, promoted, sold, tested or otherwise distributed by Allurion and its subsidiaries at a rate up to 6.0% of annual net sales prior to December 31, 2026. On or after January 1, 2027, the Company will remit revenue interest payments at a rate up to 10.0% of annual net sales, and it will continue to make revenue interest payments to RTW until December 31, 2030. The Revenue Interest Financing Agreement was amended pursuant to the RIFA Amendment (as defined below) on April 14, 2024. The RIFA Amendment, among other things, increased the rate of revenue interest payments to be paid to RTW on all current and future products, digital solutions and services developed, imported, manufactured, marketed, offered for sale, promoted, sold, tested or otherwise distributed by Allurion and its subsidiaries. Refer to Note 10, Revenue Interest Financing, Side Letter, and PIPE Conversion Option below for further discussion on the Revenue Interest Financing.

Additionally, in connection with the Company entering in the Revenue Interest Financing Agreement, the Company, Compute Health, Legacy Allurion, Merger Sub II and RTW entered into a side letter (the “RTW Side Letter”) on February 9, 2023 under which RTW was granted the right to elect to convert up to $7.5 million of its initial PIPE Investment into an additional revenue interest financing by forfeiting a number of shares of Allurion Common Stock acquired by its PIPE Investment. Refer to Note 10, Revenue Interest Financing, Side Letter, and PIPE Conversion Option below for further discussion on the Revenue Interest Financing.

On May 2, 2023, the parties amended and restated the RTW Side Letter (as amended, the “Amended and Restated RTW Side Letter”), in connection with the Backstop Agreement (defined below), pursuant to which, among other things, Allurion issued 10,000 shares of Allurion Common Stock to RTW immediately prior to the Intermediate Merger Effective Time.

On October 22, 2024, funds affiliated with RTW provided notice to the Company of their election under the Amended and Restated RTW Side Letter, to surrender 30,000 shares of Common Stock of the Company representing $7.5 million in consideration for the New RIFA (as defined below). Refer to Note 10, Revenue Interest Financing, Side Letter, and PIPE Conversion Option, below for further discussion on the RTW conversion.

 

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Fortress Credit Agreement

In connection with the closing of the Business Combination, the Company entered into a term loan facility (the “Fortress Term Loan”) pursuant to a Credit Agreement and Guaranty, dated as of August 1, 2023 (the “Fortress Credit Agreement”), with Fortress Credit Corp. (“Fortress”), as administrative agent for the lenders party thereto from time to time. Under the terms of the Fortress Term Loan, the Company borrowed $60.0 million which was used to repay the outstanding principal, accrued and unpaid interest, and other obligations with respect to the 2021 Term Loan (as defined below). Additionally, per the terms of the Fortress Term Loan and Backstop Agreement (as defined below), Allurion issued an aggregate of 38,000 shares of Allurion Common Stock to an affiliate of Fortress pursuant to a subscription agreement between Allurion and such affiliate. Refer to Note 9, Debt for further discussion on the Fortress Term Loan.

Backstop Agreement

On May 2, 2023, CFIP2 ALLE LLC, an affiliate of Fortress Credit Corp., and RTW (collectively, the “Backstop Purchasers”), Legacy Allurion, Allurion and Hunter Ventures Limited (“HVL”) entered into the backstop agreement (the “Backstop Agreement”). 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 of HVL’s Legacy Allurion convertible note issued in February 2023, (b) Allurion canceled the existing HVL Legacy Allurion convertible note 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) Allurion issued new Allurion convertible notes to each Backstop Purchaser with an issuance date of August 1, 2023 and an original principal amount of $2 million each and (d) Allurion issued 28,000 shares of Allurion Common Stock to each Backstop Purchaser. Refer to Note 9, Debt for further discussion around the Backstop Agreement.

HVL Termination Agreement

On May 2, 2023, HVL and Legacy Allurion entered into a letter agreement (the “HVL Termination Agreement”), terminating the side letter agreement entered into between Legacy Allurion and HVL in connection with the issuance of HVL’s Legacy Allurion convertible note on February 15, 2023. Pursuant to the HVL Termination Agreement, among other things, at the closing of the Business Combination, upon the terms and subject to the conditions set forth therein, Allurion issued to HVL 15,508 shares of Allurion Common Stock. Refer to Note 9, Debt for further discussion regarding the HVL Termination Agreement.

Gaur Contribution Agreement

On May 2, 2023, Shantanu K. Gaur and Neha Gaur, trustees of The Shantanu K. Gaur Revocable Trust of 2021 (the “Gaur Trust”) and Allurion entered into a contribution agreement (the “Gaur Contribution Agreement”), pursuant to which, among other things, upon the terms and subject to the conditions set forth therein, the Gaur Trust contributed to Allurion, as a contribution of capital, 3,170 shares of Allurion Common Stock (the “Gaur Trust Contributed Shares”). The Gaur Trust’s contribution of the Gaur Trust Contributed Shares was effective immediately following the consummation of the Business Combination and the issuance of shares of Allurion Common Stock to the Gaur Trust pursuant to the terms of the Business Combination Agreement.

RSU Forfeiture Agreement

On May 2, 2023, Krishna Gupta, a member of the Board, entered into a letter agreement with Legacy Allurion (the “RSU Forfeiture Agreement”), pursuant to which, among other things, upon the terms and subject to the conditions set forth therein, Mr. Gupta agreed to forfeit 3,170 restricted stock units of Allurion (the “Forfeited RSUs”). The Forfeited RSUs were terminated and cancelled without consideration therefor immediately following the closing of the Business Combination Agreement.

Sponsor Contribution Agreement

On May 2, 2023, the Sponsor and Compute Health entered into a letter agreement (the “Sponsor Contribution Agreement”) pursuant to which, among other things, upon the terms and subject to the conditions set forth therein, the Sponsor agreed to contribute to Compute Health, as a contribution of capital, 161,379 shares of Compute Health Class A Common Stock (“Sponsor Contributed Shares”), prior to giving effect to the Reverse Stock Split. The Sponsor’s contribution of the Sponsor Contributed Shares was made immediately following the CPUH Recapitalization (defined below) and immediately prior to the CPUH Merger Effective Time.

Sponsor Support Agreement

On February 9, 2023, Allurion entered into a support agreement (the “Sponsor Support Agreement”), pursuant to which immediately prior to the CPUH Merger Effective time, (a) the Sponsor recapitalized each of the Sponsor’s 21,442,500 shares of Compute Health Class B Common Stock, and all 12,833,333 of the Sponsor’s warrants to purchase shares of Class A Common Stock, into 2,088,327 shares of Compute Health Class A Common Stock and (b) the additional Class B Holders set forth on Schedule I of the Sponsor Support Agreement recapitalized his or her 30,000 shares of Compute Health Class B Common Stock into 21,120 shares of Compute Health Class A Common Stock (the “CPUH Recapitalization”). Subsequently, at the CPUH Merger Effective Time, each such share of Compute Health Class A Common Stock was converted into shares of Allurion Common Stock at an exchange ratio of 1.420455, prior to giving effect to the Reverse Stock Split.

 

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Conversion of Convertible Notes

In connection with the closing of the Business Combination, outstanding Legacy Allurion convertible notes with an aggregate principal amount together with accrued but unpaid interest of approximately $21.8 million were converted into 132,049 shares of Allurion Common Stock with a corresponding recognition of additional paid-in capital (“APIC”) of $25.6 million provided for under the terms of such Legacy Allurion convertible notes, and are no longer outstanding. Refer to Note 9, Debt for further information on the Company’s convertible notes.

Public Warrants and Warrant Amendment

In connection with the closing of the Business Combination, the Company assumed 13,206,922 outstanding public warrants (the “Public Warrants”) to purchase an aggregate 750,394 shares of Allurion Common Stock at $202.50 per share following the Warrant Amendment (defined below). The total value of the liability associated with the Public Warrants was $13.8 million measured at fair value based on the public warrant quoted price. The Company concluded the warrants met the definition of a liability based on the settlement provision that allows the warrant holders to net-share settle their warrants in the event of a failed registration statement within 60 days of the Business Combination or any time a registration is not effective. As such, they have been classified as a liability on the balance sheet. See Note 13, Capital Stock and Stockholders Deficit and Note 11, Fair Value Measurements for further information on the Public Warrants and Warrant Amendment.

Earn-Out Liabilities

In connection with the closing of the Business Combination, Legacy Allurion equity holders are entitled to receive additional shares of Allurion Common Stock if the share price achieves certain targets (the “Earn-Out Shares”). The Company accounts for the potential issuance of the Earn-Out Shares as a contingent consideration arrangement, which was initially valued and recorded at $53.0 million. See Note 11, Fair Value Measurements for further information on the earn-out liabilities.

 

5.

Revenue

Revenue by geographic region is based on the country in which our customer is located and is summarized by geographic area as follows (in thousands):

 

		Three Months Ended June 30,
		2025				2024
Spain		$	786			$	1,450
Italy			436				887
France			274				1,866
All Other Countries			1,883				7,563
Total Revenues		$	3,379			$	11,766

For the three months ended June 30, 2025, $0.9 million of revenue was generated in five countries included within All Other Countries in the table above, representing approximately 26% of Total Revenues, with each country responsible for approximately 4% to 7% of the total. Remaining revenue was generated by sales in 30 other countries included within All Other Countries. For the three months ended June 30, 2024, $3.2 million of revenue was generated in five countries included within All Other Countries, representing approximately 27% of Total Revenues, with each country responsible for approximately 4% to 8% of the total. Remaining revenue was generated by sales in 43 other countries included within All Other Countries.

 

		Six Months Ended June 30,
		2025				2024
Spain		$	1,534			$	2,562
France			245				3,536
United Kingdom			137				2,173
All Other Countries			7,043				12,881
Total Revenues		$	8,959			$	21,152

For the six months ended June 30, 2025, $3.0 million of revenue was generated in five countries included within All Other Countries in the table above, representing approximately 33% of Total Revenues, with each country responsible for approximately 5% to 9% of the total. Remaining revenue was generated by sales in 36 other countries included within All Other Countries. For the six months ended June 30, 2024, $5.4 million of revenue was generated in five countries included within All Other Countries, representing approximately 26% of Total Revenues, with each country responsible for approximately 3% to 8% of the total.

 

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Remaining revenue was generated by sales in 49 other countries included within All Other Countries. No revenue was generated in the United States from sales of the Allurion Balloon for the three and six months ended June 30, 2025 and 2024.

 

6.

Inventory

Inventory consists of the following (in thousands):

 

		June 30, 2025				December 31, 2024
Finished goods		$	1,736			$	1,789
Work in progress			1,543				763
Raw materials			493				848
Total Inventory		$	3,772			$	3,400

Inventory is stated net of $1.5 million and $1.6 million for the provision for excess and obsolete inventory as of June 30, 2025 and December 31, 2024, respectively.

 

7.	Property and Equipment, net

Property and equipment consist of the following (in thousands):

 

		Estimated Useful Life (in Years)		June 30, 2025				December 31, 2024
Computers and purchased software		3		$	551			$	618
Leasehold improvements		Shorter of useful life or lease term			1,627				1,943
Furniture and fixtures		5			169				291
Machinery and equipment		3-5			3,880				3,960
Property and equipment-at cost					6,227				6,812
Less accumulated depreciation and amortization					(4,261	)			(4,357	)
Construction in progress					3				14
Property and equipment-net				$	1,969			$	2,469

Depreciation expense was $0.3 million and $0.2 million for the three months ended June 30, 2025 and 2024, respectively, and $0.6 million for each of the six months ended June 30, 2025 and 2024, recorded as follows (in thousands):

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2025				2024				2025				2024
Cost of revenue		$	125			$	112			$	251			$	314
Research and development			51				50				107				99
General and administrative			44				21				52				84
Sales and marketing			126				14				140				67
Total depreciation and amortization expense		$	346			$	197			$	550			$	564

 

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