ALLURION TECHNOLOGIES, INC. (ALURW) SEC Filings

Allurion Technologies, Inc. (ALUR) reports the resignation of two directors and a reduction in board size. On August 17, 2026, Krishna Gupta, a Class I director and member of the Nominating and Corporate Governance Committee, resigned from the board and that committee. On August 19, 2026, Michael Davin, a Class III director, resigned from the board and from his roles as Chairman of the Compensation Committee and member of the Audit Committee. In connection with these departures, the board approved a reduction in its size from five members to three members.

Allurion Technologies, Inc. notified regulators that it will not file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 by the original due date applicable to a non-accelerated filer, August 14, 2026. The company states that, without unreasonable effort or expense, it needs additional time to complete preparation and review of items that occurred after quarter end. Allurion is seeking relief under Rule 12b-25 and cautions that delays could lead to risks including potential NYSE delisting, becoming delinquent in SEC filings, possible regulatory investigations, and stockholder lawsuits, as described in its forward-looking statements disclaimer.

Allurion Technologies, Inc. entered into an exchange agreement with RTW-affiliated stockholders on July 21, 2026, under which they exchanged an aggregate of 392,766 shares of common stock for pre-funded warrants to purchase an equal number of shares. The warrants have a $0.0001 per share exercise price, are immediately exercisable, and include a beneficial ownership limitation initially set at 9.99% of outstanding common stock, adjustable up to 19.99% upon 61 days’ written notice.

Each warrant will automatically terminate upon foreclosure on collateral securing Allurion’s Revenue Interest Financing Agreements or its 6% Convertible Secured Notes due 2031, upon specified bankruptcy events, or at the holder’s election. Affiliates of RTW Investments, LP, which hold these instruments, beneficially owned approximately 38% of Allurion’s outstanding common stock prior to the exchange. Allurion also received notice terminating a November 11, 2025 Securities Purchase and Exchange Agreement that would have exchanged certain indebtedness for Series B Perpetual Convertible Preferred Stock; because closing did not occur by February 28, 2026, the agreement became void with no termination penalty, and the related indebtedness, including amounts under the revenue interest agreements and convertible notes, remains outstanding on its original terms. The exchange relied on the Section 3(a)(9) exemption for transactions with existing security holders.

RTW Investments, LP and Roderick Wong, M.D. filed Amendment No. 12 updating their beneficial ownership in Allurion Technologies, Inc. following a 1‑for‑15 reverse stock split effected on June 18, 2026 and a July 21, 2026 share exchange.

On July 21, 2026, RTW-managed funds exchanged 392,766 shares of Allurion common stock for newly issued Pre‑Funded Warrants exercisable for 392,766 shares, funded from the RTW Funds’ working capital with no additional consideration. Each warrant has a $0.0001 exercise price, is immediately exercisable, and is subject to a 9.99% beneficial ownership cap with a 61‑day notice requirement to change that limit. After these changes, each Reporting Person beneficially owns 67,441 shares of common stock, representing 9.99% of the outstanding class, based on 1,000,416 shares outstanding as of May 12, 2026, adjusted for the 392,766 shares surrendered and Pre‑Funded Warrants exercisable within 60 days. The filing also references a prior $1.4 million SEC settlement with RTW Investments in 2023 concerning disclosure and beneficial ownership reporting violations.

RTW Investments, LP and affiliated funds restructured holdings in Allurion Technologies on July 21, 2026 by exchanging 209,254, 161,807, 19,934 and 1,771 shares of Common Stock for equal numbers of Pre-Funded Warrants exercisable at $0.0001 per share. The warrants are exercisable immediately, have no expiration, and are subject to a 9.99% beneficial ownership cap; share counts reflect a 1-for-15 reverse stock split completed June 18, 2026.

Allurion Technologies, Inc. stated that Chief Executive Officer and board member Shantanu K. Gaur, M.D. resigned his positions effective immediately on July 17, 2026. The company reported that his resignation was not the result of any disagreement regarding operations, policies or practices.

The board of directors has not appointed an interim or permanent Chief Executive Officer. Chief Operating Officer Ojas Buch is overseeing day-to-day operations and certain responsibilities previously performed by Dr. Gaur, while his title and compensation arrangements remain unchanged.

Allurion Technologies, Inc. reported that director Douglas Hudson, a Class II member of the board, resigned from the board and from the Nominating and Corporate Governance Committee effective June 30, 2026. The company stated that his resignation was not due to any disagreement with management, the board, or company policies or practices. The board is evaluating which current director will be appointed to replace him on the Nominating and Corporate Governance Committee.

Allurion Technologies, Inc. reported that R. Jason Richey, a Class II member of its board of directors, resigned from the board and as chairperson of the Audit Committee on June 24, 2026. The company states that his resignation did not result from any disagreement with management, the board, or any matter relating to operations, policies, or practices. The board is evaluating which of its directors will succeed him as Audit Committee chair.

Allurion Technologies is implementing a 1-for-15 reverse stock split of its common stock to support its plan to regain listing on a national securities exchange such as the NYSE or NYSE American. The split becomes effective at 12:01 a.m. Eastern Time on June 18, 2026, after which every 15 issued or outstanding shares will be combined into one share without changing par value.

This will reduce the number of outstanding shares of common stock from approximately 15,006,253 to approximately 1,000,417, with fractional positions rounded up to the next whole share. The stock will trade on a split-adjusted basis on the OTCQB under the temporary symbol “ALURD” for about 20 trading days before reverting to “ALUR.”

All equity incentive awards, options, RSUs, convertible notes and warrants, including public warrants, will be proportionally adjusted. Each public warrant trading as “ALUR WS” will become exercisable for 0.00378787 shares of common stock at an exercise price of $3,037.50 per share, reflecting the 15-to-1 reverse split ratio.