UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
| (Check One): | ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR | |
| For Period Ended: June 30, 2025 | ||
| ☐ Transition Report on Form 10-K | ||
| ☐ Transition Report on Form 20-F | ||
| ☐ Transition Report on Form 11-K | ||
| ☐ Transition Report on Form 10-Q | ||
| For the Transition Period Ended: N/A | ||
|
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
|
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A
PART I — REGISTRANT INFORMATION
ALLURION TECHNOLOGIES, INC.
(Full Name of Registrant)
Not Applicable
(Former Name if Applicable)
11 Huron Drive
(Address of Principal Executive Office (Street and Number))
Natick, Massachusetts 01760
(City, State and Zip Code)
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ☒ | (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | ||
| ☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and | ||
| ☐ | (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached, if applicable. | ||
PART III — NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Allurion Technologies, Inc. (the “Company”) is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the “Form 10-Q”) by the August 14, 2025 filing date applicable to a non-accelerated filer for the reasons discussed in this Form 12b-25.
As previously disclosed in the Company’s Form 8-K filed with the Securities and Exchange Commission on August 14, 2025, on August 14, 2025, the Audit Committee of the Board of Directors of the Company concluded that the Company’s previously issued audited consolidated financial statements as of and for the year ended December 31, 2024, as well as the prior year comparison period and each of the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024, and the unaudited condensed consolidated quarterly financial statements for the quarter ended March 31, 2025 (collectively, the “Affected Financial Statements”) should no longer be relied upon and require restatement due to errors identified in the accounting related to the fair value of (i) the Company’s revenue interest financing agreement, dated as of February 9, 2023 (the “RIFA”), and (ii) the Company’s convertible senior secured notes. The Company’s management is also assessing the effect of these matters on the Company’s internal control over financial reporting and disclosure controls and procedures.
As a result, the Company’s management needs more time to prepare, review and evaluate the Affected Financial Statements and Form 10-Q, including preparing the restatement of the Affected Financial Statements. The Company is working diligently to complete its financial statements and related disclosures in order to file the Form 10-Q as soon as practicable; however, there can be no assurance that the Company will be able to file the Form 10-Q within the additional time provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification | |||||||||||
| Brendan M. Gibbons | (508) | 647-4000 | ||||||||||
| (Name) | (Area Code) | (Telephone Number) | ||||||||||
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No | |||||||||||
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No | |||||||||||
| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. | ||||||||||||
Based on preliminary results, the Company expects to report: total revenue of approximately $3.4 million for the three months ended June 30, 2025, compared to approximately $11.8 million for the three months ended June 30, 2024; gross profit of approximately $2.5 million for the three months ended June 30, 2025 compared to approximately $9.0 million for the three months ended June 30, 2024; sales and marketing expenses of approximately $2.4 million for the three months ended June 30, 2025 compared to approximately $1.8 million for the three months ended June 30, 2024; general and administrative expenses of approximately $5.2 million for the three months ended June 30, 2025 compared to approximately $7.3 million for the three months ended June 30, 2024; and loss from operations of approximately $7.0 million for the three months ended June 30, 2025 compared to approximately $7.3 million for the three months ended June 30, 2024.
These financial results reflect preliminary estimates of the Company’s results of operations as of the date of the filing of this Form 12b-25. These estimates are subject to change upon the completion of the reporting process, adjustments as a result of the completion of the review of the accounting errors discussed in Part III above, and review of the Company’s financial statements, and actual results may vary significantly from these estimates.
These preliminary unaudited estimates have been prepared by, and are the responsibility of, the Company’s management. Deloitte & Touche LLP has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto.
Cautionary Note on Forward-Looking Statements
This Form 12b-25 includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. All statements, other than statements of historical fact, included in this Form 12b-25 are forward-looking statements, including statements regarding the nature and extent of the accounting changes and errors and the expected impact of such changes and errors and the restatements on the Company’s prior and future financial statements, financial position, revenues, and other results of operations; and the Company’s expectations regarding the timing of the filing with the SEC of the Form 10-Q. Such forward looking statements may be identified by, among other things, the use of forward-looking terminology such as “believe,” “expect,” “may,” “could,” “would,” “plan,” “intend,” “estimate,” “predict,” “potential,” “continue,” “should” or “anticipate” or the negative thereof or other variations thereon or comparable terminology.
Forward-looking statements are based on beliefs and assumptions by management and the Board of Directors of the Company (the “Board”), and on information currently available to the Board and management. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential consequences of the matters discussed in this Form 12b-25 include, but are not limited to: the risk that additional information may arise related to the prior financial statements; the risk that the Company may determine to include additional adjustments to the prior financial statements or the financial statements to be included in the Form 10-Q; the risk that the Company could reach a different determination regarding the RIFA and convertible notes upon completion of its evaluation; the risk that the completion and filing of the Form 10-Q will take longer than expected and will not be completed by the extension period provided by Rule 12b-25 of the Exchange Act; the possibility that the New York Stock Exchange may delist the Company’s securities; the possibility that the Company will become delinquent in its filings with the SEC; the risk of investigations or actions by governmental authorities or regulators and the consequences thereof, including the imposition of civil or criminal penalties; and the risk that the Company may become subject to stockholder lawsuits or claims. It is very difficult to predict the effect of known factors, and the Company cannot anticipate all factors that could affect actual results that may be important to an investor. All forward-looking information should be evaluated in the context of these risks, uncertainties and other factors, including those factors disclosed under “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2025 and the Company’s subsequent reports filed with the SEC.
All forward-looking statements in this Form 12b-25 are based on information available to the Company as of the date hereof. The Company undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
ALLURION TECHNOLOGIES, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 15, 2025 | By: | /s/ Brendan M. Gibbons | ||||
| Name: | Brendan M. Gibbons | |||||
| Title: | Chief Legal Officer | |||||