[8-K] Allurion Technologies, Inc. Reports Material Event

Rhea-AI Filing Summary

Allurion Technologies said it issued a press release covering results for the three and six months ended June 30, 2025 and disclosed a potential accounting error. The company identified a likely miscalculation in non-cash items—Other Comprehensive Income (Loss) and Other Income (Expense)—related to the fair value of its Revenue Interest Financing Agreement (RIFA) and convertible notes, and believes correcting those calculations will likely require restating prior-period financial statements. The company stated these adjustments are non-cash and are not expected to affect revenue, gross margin, operating expenses, or cash. The press release is furnished as Exhibit 99.1.

Positive

• Transparent disclosure of the potential miscalculation and intention to evaluate prior periods
• Company states no expected impact on revenue, gross margin, operating expenses, or cash
• Press release provided as Exhibit 99.1, offering investors immediate access to the announcement

Negative

• Likely restatement of prior-period financial statements due to miscalculation of non-cash items
• Misstatement involves fair-value accounting for the RIFA and convertible notes, affecting OCI and Other Income/Expense
• Implication of control/process weaknesses in valuation or accounting calculations that require remediation

Insights

Financial Analyst

TL;DR: A likely restatement of non-cash fair-value items reduces confidence in historical comparability despite no cash impact.

The company disclosed a probable restatement tied to fair-value accounting for a RIFA and convertible notes that affects Other Comprehensive Income and Other Income/Expense. While revenue, gross margin, operating expenses and cash are reportedly unaffected, a restatement can alter past profitability metrics and ratios used for valuation and trend analysis. Investors will need revised historical numbers to re-evaluate growth and margin trends, and until restated figures are available comparability is impaired.

Corporate Governance Expert

TL;DR: Disclosure suggests an accounting-control or process issue that warrants governance attention.

The announcement that fair-value calculations for the RIFA and convertible notes may have been miscalculated and will likely require restatement indicates a deficiency in financial reporting controls or review processes. Timely, transparent disclosure and a commitment to restate are appropriate steps, but stakeholders should expect further information on root causes, remediation, and timing of corrected filings.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): August 13, 2025

Allurion Technologies, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-41767	92-2182207
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
11 Huron Drive
Natick, Massachusetts				01760
(Address of Principal Executive Offices)				(Zip Code)

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

Not Applicable

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

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

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

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

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		ALUR		The New York Stock Exchange
Warrants to purchase 0.056818 shares of common stock, each at an exercise price of $202.50 per share of common stock		ALUR WS		The New York Stock Exchange

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

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 13, 2025, Allurion Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2025. The full text of that press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

In connection with preparation of the Company’s unaudited quarterly financial statements for the quarter ended June 30, 2025, a potential miscalculation of Other Comprehensive Income (Loss) and Other Income (Expense), which are non-cash items, was recently identified, related to the fair value of the Revenue Interest Financing Agreement (RIFA) and convertible notes. The Company is evaluating the calculation of such amounts for prior periods and believes that it is likely that such calculations will result in a restatement of its financial statements for such periods. The Company does not expect, however, that the calculation of such amounts will have any impact on revenue, gross margin, operating expenses, or cash.

The information contained in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

Item 7.01 Regulation FD Disclosure.

The information set forth in Item 2.02 above is incorporated by reference herein. Such information is intended to be furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
99.1		Press Release issued by the registrant on August 13, 2025 furnished herewith.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

			ALLURION TECHNOLOGIES, INC.
Date:	August 13, 2025	By:	/s/ Brendan M. Gibbons
		Name: Title:	Brendan M. Gibbons Chief Legal Officer

FAQ

What did Allurion (ALUR) disclose in this 8-K?

Allurion disclosed a potential miscalculation in non-cash items related to the RIFA and convertible notes and said it likely will restate prior-period financial statements; a press release is furnished as Exhibit 99.1.

Which financial statement items are affected?

Other Comprehensive Income (Loss) and Other Income (Expense) tied to the fair value of the Revenue Interest Financing Agreement and convertible notes.

Will the restatement affect revenue, margins, or cash?

No, the company stated it does not expect the recalculation to have any impact on revenue, gross margin, operating expenses, or cash.

Does Allurion expect to restate prior periods?

Yes, the company believes it is likely that recalculating these amounts will result in a restatement of its financial statements for prior periods.

Where can I find the full announcement?

The press release is attached as Exhibit 99.1 to the Current Report and is incorporated by reference.