10-Q

Please wait

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 March 31, 2026


☐	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	N/A
Warrants to purchase 0.056818 shares of Common Stock for $202.50 per share	ALUR WS	N/A

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 May 12, 2026, the registrant had 15,006,253 shares of common stock, $0.0001 par value per share, outstanding.

Table of Contents


		Page

PART I.	FINANCIAL INFORMATION	1

Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Comprehensive Income (Loss)	3
	Condensed Consolidated Statements of Stockholders’ Deficit	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	42

PART II.	OTHER INFORMATION	44

Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3.	Defaults Upon Senior Securities	45
Item 4.	Mine Safety Disclosures	45
Item 5.	Other Information	45
Item 6.	Exhibits	47
Signatures		48

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:

•

successfully defend litigation that may be instituted against Allurion;

•

realize the benefits from 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 any debt or equity offerings;

•

maintain the listing of Allurion securities on the OTC Markets and relist Allurion Securities on a national securities 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;

•

commercialize current and future products and services and create sufficient demand among health care providers and patients for such product;

•

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

•

obtain market acceptance of the Allurion Smart Capsule as a safe and effective weight loss therapy in the United States and any other 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 U.S. and certain jurisdictions for current and future products and maintain previously obtained approvals and/or clearances in those jurisdictions where products and services are currently offered;

•

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 their ability to perform adequately under those arrangements;

•

comply with applicable legal and regulatory requirements;

•

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;

•

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 thereto, 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 Allurion's 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, if any, and in the section entitled “Risk Factors” within our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (the "SEC") on March 30, 2026. 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.

iii

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

ALLURION TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except share and per share amounts)


	March 31, 2026			December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	5,056		$	5,412
Accounts receivable, net of allowance of doubtful accounts of $5,109 and $5,159, respectively		3,475			3,951
Inventory, net		2,061			2,670
Prepaid expenses and other current assets		712			759
Total current assets		11,304			12,792
Property and equipment, net		1,227			1,367
Right-of-use asset		831			950
Other long-term assets		633			663
Total assets	$	13,995		$	15,772
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	3,065		$	3,568
Current portion of lease liabilities		441			398
Accrued expenses and other current liabilities		5,202			6,409
Current portion of convertible notes payable		28,550			28,070
Total current liabilities		37,258			38,445
Warrant liabilities		5,096			5,829
Revenue Interest Financing liability		48,800			47,700
Earn-out liabilities		31			31
Lease liabilities, net of current portion		455			571
Other liabilities		265			385
Total liabilities	$	91,905		$	92,961
Commitments and Contingencies (Note 15)
Stockholders’ deficit:
Preferred stock, $0.0001 par value — 100,000,000 shares authorized as of March 31, 2026; no shares issued and outstanding as of March 31, 2026 and December 31, 2025		—			—
Common stock, $0.0001 par value - 1,000,000,000 shares authorized as of March 31, 2026; 14,994,486 and 12,279,181 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	6				6
Additional paid-in capital		173,011			168,627
Accumulated other comprehensive gain (loss)		6,130			5,140
Accumulated deficit		(257,057	)		(250,962	)
Total stockholders’ deficit		(77,910	)		(77,189	)
Total liabilities and stockholders’ deficit	$	13,995		$	15,772

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

ALLURION TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands, except share and per share amounts)


	Three Months Ended March 31,
	2026			2025
Revenue	$	2,947		$	5,580
Cost of revenue		1,718			1,419
Gross profit		1,229			4,161
Operating expenses:
Sales and marketing		1,304			3,621
Research and development		912			2,624
General and administrative		2,744			5,198
Total operating expenses:		4,960			11,443
Loss from operations		(3,731	)		(7,282	)
Other income (expense):
Changes in fair value of warrants		4,324			5,669
Changes in fair value of debt		(750	)		3,330
Changes in fair value of Revenue Interest Financing		(1,820	)		(3,820	)
Changes in fair value of earn-out liabilities		—			910
Warrant inducement expense		(4,145	)		—
Other income (expense), net		49			(213	)
Total other income (expense):		(2,342	)		5,876
Loss before income taxes		(6,073	)		(1,406	)
Provision for income taxes		(22	)		(95	)
Net loss	$	(6,095	)	$	(1,501	)
Net loss per share
Basic and diluted	$	(0.46	)	$	(0.31	)
Weighted-average shares outstanding
Basic and diluted		13,350,617			4,778,542

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

ALLURION TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(dollars in thousands)


	Three Months Ended March 31,
	2026			2025
Net loss	$	(6,095	)	$	(1,501	)
Other comprehensive income:
Change in fair value of Revenue Interest Financing due to change in credit risk		720			3,020
Change in fair value of RTW Convertible Notes due to change in credit risk		270			1,420
Comprehensive income (loss)	$	(5,105	)	$	2,939

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

ALLURION TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(dollars in thousands, except share amounts)


	Common Sock
					Additional		Accumulated Other			Accumulated			Stockholders’
	Shares		Amount		Paid-in Capital		Comprehensive Income (Loss)			Deficit			Deficit
Balance as of January 1, 2025		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 income		—		—		—		4,440			—			4,440
Net loss		—		—		—		—			(1,501	)		(1,501	)
Balance as of March 31, 2025		5,963,549	$	5	$	157,843	$	(3,930	)	$	(223,708	)	$	(69,790	)

Balance as of January 1, 2026		12,279,181	$	6	$	168,627	$	5,140		$	(250,962	)	$	(77,189	)
Issuance of common stock to consultants		55,740		—		135		—			—			135
Warrant Inducement		2,659,565		—		3,611		—			—			3,611
Stock-based compensation expense		—		—		638		—			—			638
Other comprehensive income		—		—		—		990			—			990
Net loss		—		—		—		—			(6,095	)		(6,095	)
Balance as of March 31, 2026		14,994,486	$	6	$	173,011	$	6,130		$	(257,057	)	$	(77,910	)

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

ALLURION TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)


	Three Months Ended March 31,
	2026			2025
Operating Activities:
Net loss	$	(6,095	)	$	(1,501	)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash lease expense		119			212
Depreciation and amortization		171			203
Stock-based compensation		638			897
Provision for uncollectible accounts		—			72
Unrealized exchange (gain) loss		90			(335	)
Provision for inventory		433			25
Change in fair value of warrant liabilities		(4,324	)		(5,669	)
Warrant inducement expense		4,145			—
Change in fair value of debt		750			(3,330	)
Change in fair value of Revenue Interest Financing		1,820			3,820
Change in fair value of earn-out liabilities		—			(910	)
Change in fair value of Share Obligation		(120	)		700
Issuance costs associated with warrants recorded at fair value		222			1,137
Changes in operating assets and liabilities:
Accounts receivable		365			(883	)
Inventory		176			22
Prepaid expenses, other current and long-term assets		172			147
Lease liabilities		(73	)		(199	)
Accounts payable		(347	)		(2,409	)
Accrued expenses and other current liabilities		(1,363	)		(1,468	)
Net cash used in operating activities	$	(3,221	)	$	(9,469	)
Investing Activities:
Purchases of property and equipment		—			—
Net cash used in investing activities	$	—		$	—
Financing Activities:
Proceeds from equity offerings, net of issuance costs		—			14,499
Proceeds from warrant inducement, net of issuance costs		2,866			—
Net cash provided by financing activities	$	2,866		$	14,499
Net increase (decrease) in cash and cash equivalents and restricted cash		(355	)		5,030
Cash and cash equivalents and restricted cash at beginning of period		5,742			15,718
Cash and cash equivalents and restricted cash at end of period	$	5,387		$	20,748
Supplemental cash flow information on non-cash investing and financing activities
Deferred financing costs in accounts payable and accrued expenses	$	155		$	921
Change in fair value of RTW Convertible Notes through OCI		270			1,420
Change in fair value of Revenue Interest Financing through OCI		720			3,020

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

ALLURION TECHNOLOGIES, INC. AND SUBSIDIARIES

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


	March 31,		December 31,
	2026		2025
Cash and cash equivalents	$	5,056	$	5,412
Restricted cash included in other long-term assets		331		330
Cash and cash equivalents and restricted cash shown in the statement of cash flows	$	5,387	$	5,742

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

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™ Smart Capsule. The Allurion Smart Capsule 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 Smart Capsule 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 Smart Capsule, referred to as the “Allurion Program”. The base tier of the VCS is free of charge to those purchasing the Allurion Smart Capsule, 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 (the time at which the Final Merger became effective, the “Final Merger Effective Time”). Shares of Allurion's Common Stock (defined below) 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, par value $0.0001 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. As a result of this retrospective application, certain prior period balances within the condensed consolidated financial statements have changed.

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.

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, 2025 included in the Company's Annual Report on Form 10-K filed with the SEC on March 30, 2026. The financial statements as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 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. A loss from remeasurement of ($0.1) million and a gain from remeasurement of $0.3 million for the three months ended March 31, 2026 and 2025, 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 months ended March 31, 2026 and 2025.

Going Concern

The accompanying condensed consolidated financial statements have been prepared as though the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has evaluated whether there are certain conditions and 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 consolidated financial statements are issued.

The Company (1) has incurred recurring losses from operations and cash outflows from operating activities since inception, (2) anticipates net losses and negative operating cash flows for the foreseeable future, (3) needs to raise additional capital to satisfy its current obligations and finance its future operations and (4) is not in compliance with certain financial covenants required under its credit facilities. Through March 31, 2026, the Company has funded its operations primarily with proceeds from the sale of its Common Stock, convertible preferred stock, issuance of convertible notes, issuance of term loans, and funds received upon consummation of the Business Combination.

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. Additionally, the Company has entered into an Exchange Agreement with RTW, as disclosed in Note 11, Capital Stock and Stockholder's Deficit, under which the Company's existing credit facilities will be exchanged for preferred stock upon the satisfaction of certain closing conditions. Because the amount and timing of such financings are uncertain, the Company has concluded that management’s plans do not alleviate substantial doubt about its ability to continue as a going concern for a reasonable period of time.

The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

2. Summary of Significant Accounting Policies

There have been no significant changes to the significant accounting policies disclosed in Note 2 of the “Notes to Consolidated Financial Statements” to the consolidated audited financial statements as of and for the year ended December 31, 2025 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 months ended March 31, 2026 and 2025 or its accounts receivable, net balance as of March 31, 2026 and December 31, 2025. The following table presents customers that represent 10% or more of the Company’s total revenue and accounts receivable, net:


	Revenue						Accounts Receivable
	Three Months Ended March 31,						March 31,			December 31,
	2026			2025			2026			2025
Customer A		10	%	N/A			N/A			N/A
Customer B	N/A				11	%		14	%		18	%

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 December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which require 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. The Company adopted ASU 2023-09 prospectively for its consolidated financial statements for the fiscal year ended December 31, 2025.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the Financial Accounting Standards Board issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which intends to improve financial reporting by requiring disclosure of additional information about specific expense categories. This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and the guidance is to be applied prospectively and may be applied retrospectively. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

3. 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 March 31,
	2026		2025
Italy	$	572	$	348
Spain		380		749
Chile		283		432
Egypt		—		600
All Other Countries		1,712		3,451
Total Revenues	$	2,947	$	5,580

There was no revenue generated in the United States from sales of the Allurion Balloon during each of the three months ended March 31, 2026 and 2025. For the three months ended March 31, 2026, $0.9 million of revenue was generated in five countries included within All Other Countries in the table above, representing approximately 29% of Total Revenues, with each country responsible for approximately 4% to 8% of the total. Remaining revenue was generated by sales in 23 other countries included within All Other Countries. For the three months ended March 31, 2025, $1.6 million of revenue was generated in five countries included within All Other Countries, representing approximately 29% of Total Revenues, with each country responsible for approximately 5% to 7% of the total. Remaining revenue was generated by sales in 28 other countries included within All Other Countries.

4. Inventory

Inventory consists of the following (in thousands):


	March 31,		December, 31
	2026		2025
Finished goods	$	165	$	647
Work in progress		883		793
Raw materials		1,013		1,230
Total Inventory	$	2,061	$	2,670

Inventory is stated net of $3.3 million and $2.1 million for the provision for excess and obsolete inventory as of March 31, 2026 and December 31, 2025.

5. Property and Equipment, net

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


		March 31,			December 31,
	Estimated Useful Life (in Years)	2026			2025
Computers and purchased software	3	$	536		$	536
Leasehold improvements	Shorter of useful life or lease term		1,521			1,521
Furniture and fixtures	5		113			113
Machinery and equipment	3-5		3,542			3,542
Property and equipment—at cost			5,712			5,712
Less accumulated depreciation and amortization			(4,485	)		(4,345	)
Construction in progress			—			—
Property and equipment—net		$	1,227		$	1,367

Depreciation expense was $0.2 million for each of the three months ended March 31, 2026 and 2025, recorded as follows (in thousands):


	Three Months Ended March 31,
	2026		2025
Cost of revenue	$	125	$	127
Research and development	44			55
General and administrative	2			8
Sales and marketing	0			13
Total depreciation and amortization expense	$	171	$	203

6. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	March 31,		December 31,
	2026		2025
Other accrued expenses	$	2,363	$	3,177
Accrued compensation		1,152		1,248
Accrued professional fees		680		718
Accrued restructuring		402		602
Accrued selling and marketing		367		259
Marketing reimbursement		238		405
Total accrued expenses and other current liabilities	$	5,202	$	6,409

In November 2024, the Company's management approved and initiated plans to reduce its cost structure. The restructuring plan initiated in November 2024 was substantially completed during the first half of 2025, with remaining payments to be made in accordance with local regulations through March 2026. Substantially all of the charge represents the severance cost of terminated employees, and are included in cost of revenue and operating expenses in the statement of operations. The following table rolls forward the activity in the restructuring accrual for the November 2024 action through March 31, 2026.


Accrual at December 31, 2024	$	3,165
Restructuring charges and related costs		(456	)
Cash payments		(2,694	)
Accrual at December 31, 2025		15
Restructuring charges and related costs		—
Cash payments		(15	)
Accrual at March 31, 2026	$	—

In August 2025, the Company's management approved and initiated plans to reduce its cost structure. The restructuring plan initiated in August 2025 was substantially completed during the third quarter of 2025, with remaining payments to be made in accordance with local regulations through December 2026. Substantially all of the charges represent the severance cost of terminated employees, and are included in cost of revenue and operating expenses in the statement of operations. The following table rolls forward the activity in the restructuring accrual for the August 2025 action through March 31, 2026.


Accrual at December 31, 2024	$	—
Restructuring charges and related costs		1,810
Cash payments		(1,223	)
Accrual at December 31, 2025		587
Restructuring charges and related costs		—
Cash payments		(185	)
Accrual at March 31, 2026	$	402

7. Debt

The components of the Company’s third-party debt consist of the following (in thousands):


	March 31,			December 31,
	2026			2025
RTW Convertible Notes	$	43,524		$	42,881
Total principal amounts of debt		43,524			42,881
Change in fair value		(14,974	)		(14,811	)
Current Portion of convertible notes payable		28,550			28,070
Long-term debt, net of current portion and discounts	$	—		$	—

RTW Convertible Notes

On April 14, 2024, the Company entered into a note purchase agreement (the "Original Note Purchase Agreement") with RTW as agent for the purchasers (the "Purchasers") party thereto from time to time (RTW in such capacity, the "Principal Purchaser"), and Acquiom Agency Services LLC ("Acquiom") as collateral agent for the Purchasers. Subsequently, on April 16, 2024, the Company, the Principal Purchaser, the Purchasers, and Acquiom entered into the First Amendment to the Original Note Purchase Agreement (the Original Note Purchase Agreement as amended, the "Amended Note Purchase Agreement").

Pursuant to the Amended Note Purchase Agreement, the Company issued and sold $48.0 million of convertible senior secured notes (the "RTW Convertible Notes"). The RTW Convertible Notes bear interest at an annual rate of 6%, which interest is paid quarterly in cash or, at the Company's option, in kind for the first three years. The RTW Convertible Notes will mature on April 16, 2031 unless previously converted pursuant to the terms of the Amended Note Purchase Agreement. The RTW Convertible Notes are convertible into shares of Allurion Common Stock, at a Purchaser’s election at any time after the earliest of (i) the date on which Stockholder Approval (as defined below) is obtained, (ii) December 31, 2025, (iii) the date of a Fundamental Change Company Notice (as defined in the Amended Note Purchase Agreement), and (iv) the Make-Whole Fundamental Change Effective Date (as defined in the Amended Note Purchase Agreement), subject to certain terms and limitations in the Amended Note Purchase Agreement, based on a conversion rate of 24.6920 shares of Common Stock per $1,000 principal amount of Notes (equivalent to a conversion price of approximately $40.50 per share, which represents a 35% premium to the lowest price per share in an equity financing for capital raising purposes ending on the date on which the Company has raised aggregate gross offering proceeds of at least $15.0 million (the “Next Equity Financing”). On July 1, 2024, the Company consummated the Public Offering, as described elsewhere in this Quarterly Report on Form 10-Q, which constituted a Next Equity Financing. The Amended Note Purchase Agreement provides that unless and until requisite approval of the Company’s stockholders is obtained (“Stockholder Approval”), the Company will not deliver Allurion Common Stock upon conversion of the RTW Convertible Notes in excess of 1% of the number of shares of Allurion Common Stock outstanding as of April 14, 2024. Stockholder Approval was obtained at the Company's Annual Meeting of Stockholders held on December 16, 2024.

On January 7, 2025, the Company and Allurion Technologies, LLC ("Allurion OpCo") entered into an Omnibus Amendment (the “Omnibus Amendment”) with Allurion Australia Pty Ltd, Allurion France, and RTW to amend the Amended Note Purchase Agreement, the Revenue Interest Financing Agreement, and the New RIFA (collectively, the "Existing Documents").

The Omnibus Amendment requires, among other things, (i) the Company and Allurion OpCo to maintain certain minimum balances of unrestricted cash in controlled accounts in the U.S. in the amounts corresponding to the calculations set forth therein, and (ii) the Company to receive minimum trailing 12-month consolidated Revenue (as defined in the Amended Note Purchase Agreement) in amounts set forth therein, tested quarterly beginning with the 12-month period ending September 30, 2025. The Omnibus Amendment also requires that (i) Allurion France shall have successfully regained marketing authorization from the Agence Nationale de Sécurité du Médicament (“ANSM”) in France on or prior to December 31, 2025 and (ii) Allurion OpCo shall have received Marketing Authorization from the U.S. Food & Drug Administration for the Commercialization of the Product in the United States no later than June 30, 2026.

Pursuant to the Omnibus Amendment, the investors and the purchasers party thereto will receive a number of shares of the Company’s Common Stock, representing in the aggregate five percent (5%) of the fully-diluted shares outstanding immediately after the closing of the offering and sale of Additional Shares (as defined in the Existing Documents) to be consummated no later than February 15, 2025, in connection with which the Company shall have raised at least $12.0 million aggregate net proceeds (the “Share Obligation”); provided that, in the event the Company cannot issue shares of Common Stock to the Investors and the Purchasers due to applicable law or NYSE listing rules, the Company will instead issue an equivalent (as-converted) number of shares of a newly created series of Series A-1 non-voting preferred stock (the “Series A-1 Preferred Stock”) and the Company shall include a proposal in a definitive proxy statement on Schedule 14A seeking stockholder approval no later than December 31, 2025 to allow the conversion of Series A-1 Preferred Stock into Common Stock; provided further that, each share of Series A-1 Preferred Stock outstanding on December 31, 2026 will, except to the extent prohibited by Delaware law governing distributions to stockholders (including the Delaware General Corporation Law), be redeemed by the Company for cash in an amount equal to the as-converted value of the underlying Common Stock.

On April 15, 2025, the Company, the Principal Purchaser, and the Purchasers entered into a Second Amendment to the Note Purchase Agreement (the "Second Amendment to Note Purchase Agreement"), which amended the Existing Note Purchase Agreement to reflect additional conversions and other provisions. The Second Amendment to Note Purchase Agreement provides for the mandatory conversion of $5.0 million of principal amount of the RTW Convertible Notes in the event the Company’s market capitalization, as determined in accordance with the rules of the NYSE, is reasonably expected to fall below $15.0 million (the “Market Capitalization Condition”). In the event such Market Capitalization Condition is triggered, the Purchasers shall provide notice to the Company, and the Company shall accept such notice, to convert $5.0 million aggregate principal amount of the RTW Convertible Notes at the Floor Conversion Rate (defined below), and such amount shall be converted into 1,492,539 shares of

common stock. The Purchasers also have the right to provide notice to the Company to convert up to an additional $5.0 million of aggregate principal amount of the RTW Convertible Notes into shares of common stock at an agreed conversion rate. The Company has the right to accept or reject such conversion in its sole discretion. The Company and the Purchasers will mutually agree on the agreed conversion rate, provided that it is not more than 298.5075 shares of common stock per $1,000 principal amount of the RTW Convertible Notes, reflecting a floor conversion price of $3.35 per share of common stock (the “Floor Conversion Rate”).

In addition, without regard to the Market Capitalization Condition, the Purchasers may provide the Company notice to convert up to an additional $5.0 million aggregate principal amount of the RTW Convertible Notes into shares of common stock at the 5-Day VWAP Conversion Rate, which the Company may accept or reject in its sole discretion. The "5 Day VWAP Conversion Rate” is the lesser of (i) the quotient of $1,000 divided by the daily volume weighted average price of the common stock for the five consecutive trading day period ending on the trading day immediately preceding the date of the delivery of the Purchaser’s notice discounted by five percent and (ii) the Floor Conversion Rate. Finally, during the one year period ending on April 15, 2026, the Purchasers in their sole discretion may provide the Company notice to convert up to an additional $1.0 million aggregate principal amount of the RTW Convertible Notes in any 30-day period into shares of common stock at the 5-Day VWAP Conversion Rate. If the Purchasers do not exercise their right to provide a notice to convert all or a portion of $1.0 million aggregate principal amount of the RTW Convertible Notes per month, any shortfall may be included in the amount to be converted in a subsequent 30-day period. The maximum principal amount of the RTW Convertible Notes that may be converted under such monthly conversion provision is $12.0 million.

The Second Amendment to Note Purchase Agreement is accounted for as an extinguishment of debt under ASC 470, due to the substantive conversion features included in the Second Amendment to Note Purchase Agreement. The fair value of the RTW Convertible Notes were remeasured immediately before and after the Amendment was signed on April 15, 2025 as $31.6 million and $32.2 million, respectively. As a result the Company recorded a loss from the extinguishment of debt of $0.7 million. On April 16, 2025, the Purchasers provided notice of conversion of $5.0 million of principal amount of the RTW Convertible Notes based on the triggering of the Market Capitalization Condition. The corresponding equity issued consists of a reduction of the liability of $3.2 million and increase to additional paid-in capital ("APIC") of $3.2 million. On November 4, 2025, the Purchasers provided notice of conversion of an additional $5.0 million of principal amount of the RTW Convertible Notes based on the triggering of the Market Capitalization Condition. The corresponding equity issued consists of a reduction of liability of $3.4 million and increase to APIC of $3.4 million.

The RTW Convertible Notes are accounted for under the FVO election of ASC 825 as the notes contain embedded derivatives, including the conversion upon Stockholder Approval, the conversion upon a Fundamental Change Company Notice, the conversion upon a Make-Whole Fundamental Change, redemption upon the event of default, and redemption upon a Fundamental Change, which would require bifurcation and separate accounting. The RTW Convertible Notes were initially measured at their issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. The fair value of the RTW Convertible Notes at issuance was $49.1 million, with a corresponding $1.1 million loss recognized in Other income (expense), net in the condensed consolidated statement of operations. In connection with the issuance of the RTW Convertible Notes and RIFA Amendment (as defined below), we incurred $1.4 million in issuance costs, which were directly expensed through general and administrative expense due to the FVO election of the RTW Convertible Notes and Revenue Interest Financing.

The Share Obligation is accounted for as a liability under ASC 480, Distinguishing Liabilities from Equity ("ASC 480"). As the Share Obligation was initiated in exchange for amendments of the Amended Note Purchase Agreement, the Revenue Interest Financing Agreement, and the New RIFA, all of which are accounted for under the FVO election, the liability was recorded at its initial fair value of $1.3 million, with an offset to Other income (expense). The liability will be remeasured at estimated fair value on a recurring basis at each reporting period date until it is settled. The Omnibus Amendment results in a modification of the Amended Note Purchase Agreement, the Revenue Interest Financing Agreement, and the New RIFA.

For the three months ended March 31, 2026, the Company recorded a loss of $0.8 million and a gain of $0.3 million through the condensed consolidated statements of operations and other comprehensive income (loss), respectively. For the three months ended March 31, 2025, the Company recorded a gain of $3.3 million and a gain of $1.4 million through the condensed consolidated statements of operations and other comprehensive income (loss), respectively.

The Company elected paid in kind interest for each of the three months ended March 31, 2026 and 2025 related to the RTW Convertible Notes. As of March 31, 2026, the Company is out of compliance with the covenants of the RTW Convertible Notes and as such it has been reclassified to a current liability on the condensed consolidated balance sheets.

8. Revenue Interest Financing, Side Letter, and PIPE Conversion Option

On February 9, 2023, Legacy Allurion entered into the Revenue Interest Financing Agreement. Pursuant to the Revenue Interest Financing, at the closing of the Business Combination, RTW paid Allurion an aggregate of $40.0 million 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. Such payments were subsequently modified pursuant to the RIFA Amendment, discussed below.

If RTW has not received aggregate revenue interest payments equal to at least 100% of the Investment Amount by December 31, 2027, the Company must make a cash payment in an amount sufficient to catch RTW up to 100% of the Investment Amount. If RTW has not received revenue interest payments equal to at least 240% of the Investment Amount by December 31, 2030, the Company must make a cash payment in an amount sufficient to catch RTW up to 240% of the Investment Amount. In any event, RTW shall not receive aggregated revenue interest payments in excess of 260% of the Investment Amount. In addition, prior to December 31, 2025, the Company may prepay a pre-specified payment amount (the "Prepayment Amount") and terminate the Revenue Interest Financing Agreement. The Prepayment Amount shall be an amount equal to 165% of the Investment Amount less the sum of all revenue interest payments made to RTW prior to such date of prepayment.

The Revenue Interest Financing is accounted for under the FVO election of ASC 825 as the Revenue Interest Financing contains embedded derivatives, including the requirements to settle the Revenue Interest Financing prior to maturity upon the occurrence of certain contingent events and the Company's ability to prepay the Revenue Interest Financing, which would require bifurcation and separate accounting. The Revenue Interest Financing was initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. Changes in fair value are recorded as a component of Other income (expense) in the condensed consolidated statements of operations. A portion of the estimated change in fair value must be reported in other comprehensive loss to the extent that it is attributable to instrument-specific credit risk. In connection with the issuance of the Investment Amount, we paid $1.2 million in issuance costs in August 2023, which were directly expensed through general and administrative expense due to the FVO election. As of March 31, 2026, the Company has made $6.6 million in royalty payments to RTW. Refer to Note 9, Fair Value Measurements, for additional information regarding the changes in fair value of the Revenue Interest Financing.

Concurrently, and in connection with the Amended Note Purchase Agreement, the Revenue Interest Financing Agreement was amended pursuant to an Omnibus Amendment (the "RIFA Amendment") by and among the Company, Allurion Opco, Allurion Australia Pty Ltd, a proprietary limited company organized under the laws of Australia and a wholly-owned subsidiary of the Company, the Original RIFA Investors (as defined therein) and RTW, 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 for net sales less than or equal to $100 million prior to December 31, 2026 from 6% to 12% and increased the rate on net sales less than or equal to $100 million on or after January 1, 2027 from 10% to 12%. Additionally, the Prepayment Amount was modified such that, prior to March 31, 2026, the Company is entitled to settle the Revenue Interest Financing for a prepayment amount that would allow the investors to yield a 20% internal rate of return.

The RIFA Amendment was accounted for as a modification with the change in fair value of the option held by RTW, pursuant to which RTW may elect to convert up to $7.5 million of its initial PIPE subscription amount (the "PIPE Investment") into an additional revenue interest financing by forfeiting a number of shares of Common Stock acquired in the PIPE Investment (the “PIPE Conversion Option”). As such, the Revenue Interest Financing and PIPE Conversion Option were remeasured as of April 16, 2024 just prior to the RIFA Amendment, to $33.0 million and $6.6 million, respectively. The Revenue Interest Financing and PIPE Conversion Option were subsequently remeasured as of April 16, 2024 under the terms of the RIFA Amendment, to $39.0 million and $4.6 million, respectively.

In connection with the Company entering into the Revenue Interest Financing, if, at any time beginning 12 months and ending 24 months following the closing of the Mergers, the VWAP per share of Allurion Common Stock is less than $176.00 for the average of 20 trading days within any 30 trading day period (“Stock Price Drop”); and the absolute value of the percentage decrease of such Stock Price Drop measured from a reference price of $250.00 per share of Allurion Common Stock is greater than the absolute value of the percentage decrease in the VWAP of a comparable publicly traded peer index as defined in the Amended and Restated RTW Side Letter over the same time period, then RTW may elect to convert up to $7.5 million of its initial PIPE Investment into additional revenue interest financing to be added to the Investment Amount by forfeiting a number of shares of Allurion Common Stock acquired in the PIPE Investment. Such additions to the Investment Amount would result in proportional increases to the minimum aggregate revenue interest payments described above. The PIPE Conversion Option is accounted for as a derivative under ASC 815. The PIPE Conversion Option was initially measured at its issue-date estimated fair value of $3.3 million within Other liabilities on the condensed consolidated balance sheets with corresponding recognition of expense at inception as there is no right received by the Company that meets the definition of an asset and the transaction did not involve a distribution or a dividend. The PIPE Conversion Option liability is subsequently remeasured at its estimated fair value on a recurring basis at each reporting period date, with a gain or loss recognized within Other income (expense).

On October 22, 2024, funds affiliated with RTW provided notice to the Company of their election of the PIPE Conversion Option 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 an additional Revenue Interest Financing Agreement. Accordingly, on October 30, 2024, the Company and the funds affiliated with RTW entered into the additional Revenue Interest Financing Agreement (the "New RIFA"). The New RIFA has substantially identical terms and conditions as the Revenue Interest Financing Agreement except that the amount of financing provided under the New RIFA is equal to the conversion amount of $7.5 million (the "Additional Investment Amount"). The Additional Investment Amount results in proportional increases to the minimum aggregate revenue interest payments described above.

The exercise of the PIPE Conversion Option was accounted for as a settlement of the derivative liability. As such, the PIPE Conversion Option was remeasured as of October 30, 2024 just prior to conversion, to $7.4 million. The PIPE Conversion Option was subsequently reclassified as an addition to the Revenue Interest Financing liability upon conversion into the New RIFA. The New RIFA was accounted for under the FVO election, similar to the Revenue Interest Financing. As such, the New RIFA, together with the Revenue Interest Financing was remeasured as of October 30, 2024 to $48.9 million. Additionally, to account for the 30,000 forfeited shares in connection with the exercise of the PIPE Conversion Option, the total shares were valued based on the October 30, 2024 closing share price of $18.25, resulting in a $0.5 million reduction of APIC. As of March 31, 2026, the fair value of the Revenue Interest Financing and New RIFA was $48.8 million. As of December 31, 2025, the fair value of the Revenue Interest Financing and New RIFA was $47.7 million.

For the three months ended March 31, 2026, the Company recorded a $1.8 million loss and a $0.7 million gain on the Revenue Interest Financing and New RIFA, respectively, through the condensed consolidated statements of operations and other comprehensive income (loss). For the three months ended March 31, 2025, the Company recorded a $3.8 million loss and a $3.0 million gain on the Revenue Interest Financing and New RIFA, respectively, through the condensed consolidated statements of operations and other comprehensive income (loss). The changes in fair value were recorded in the Changes in fair value of Revenue Interest Financing and PIPE Conversion Option in the condensed consolidated statement of operations.

9. Fair Value Measurements

The following tables present the fair value hierarchy for the Company's assets and liabilities that are measured at fair value at issuance date and on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value (in thousands):


Fair Value Measurement as of March 31, 2026
	Total Carrying Value		Level 1		Level 2		Level 3
Assets:
Cash equivalents
Money market funds	$	3,707	$	3,707	$	—	$	—
Total assets	$	3,707	$	3,707	$	—	$	—
Liabilities:
Legacy Allurion Common Stock Warrant Liabilities	$	2	$	—	$	—	$	2
Public Warrants		265		265		—		—
Public Offering Warrants		239		—		—		239
July 2024 Private Placement Warrants		21		—		—		21
January 2025 Warrants		140		—		—		140
February 2025 Offering Warrants		420		—		—		420
November 2025 Private Placement Warrants		1,209		—		—		1,209
Inducement Warrants		2,800		—		—		2,800
Revenue Interest Financing		48,800		—		—		48,800
Earn-out Liability		31		—		—		31
RTW Convertible Notes		28,550		—		—		28,550
Success Fee Derivative Liability		14		—		—		14
Share Obligation		250		—		—		250
Total Liabilities	$	82,741	$	265	$	—	$	82,476


Fair Value Measurement as of December 31, 2025
	Total Carrying Value		Level 1		Level 2		Level 3
Assets:
Cash equivalents
Money market funds	$	3,618	$	3,618	$	—	$	—
Total assets	$	3,618	$	3,618	$	—	$	—
Liabilities:
Legacy Allurion Common Stock Warrant Liability	$	2	$	—	$	—	$	2
Public Warrants		202		202		—		—
Public Offering Warrants		397		—		—		397
July 2024 Private Placement Warrants		30		—		—		30
January 2025 Warrants		814		—		—		814
February 2025 Offering Warrants		1,596		—		—		1,596
November 2025 Private Placement Warrants		2,788		—		—		2,788
Revenue Interest Financing		47,700		—		—		47,700
Earn-out Liability		31		—		—		31
RTW Convertible Notes		28,070		—		—		28,070
Success Fee Derivative Liability		14		—		—		14
Share Obligation		370		—		—		370
Total Liabilities	$	82,014	$	202	$	—	$	81,812

Public Warrants

As a result of the Business Combination on August 1, 2023, 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 in Note 11, Capital Stock and Stockholders Deficit). The Company concluded the Public 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. The Public Warrants are traded on the NYSE and are recorded at fair value using the closing price as of March 31, 2026 of $0.02 per share, which is a Level 1 input.

Legacy Allurion Warrants, Public Offering Warrants, July 2024 Private Placement Warrants, January 2025 Warrants, February 2025 Offering Warrants, November 2025 Warrants, and Inducement Warrants

The Company has classified the Legacy Allurion Common Stock Warrants, Public Offering Warrants (defined below), July 2024 Private Placement Warrants (defined below), January 2025 Warrants (defined below), February 2025 Offering Warrants, (defined below), November 2025 Warrants (defined below), and Inducement Warrants (defined below) within Level 3 of the hierarchy as the fair value is derived using the Black-Scholes option pricing model, which uses a combination of observable (Level 2) and unobservable (level 3) inputs. See table below for the assumptions used in the pricing model of the Legacy Allurion Common Stock Warrants, Public Offering Warrants, July 2024 Private Placement Warrants, January 2025 Warrants, February 2025 Offering Warrants, November 2025 Warrants, and Inducement Warrants:


	Measurement Date	Interest Rate			Exercise Price		Estimated Fair Value of Underlying Share Price		Expected Volatility			Expected Life (Years)
Legacy Allurion Series C Preferred Stock warrants (as converted to Common)	March 31, 2026		3.76	%	$	168.25	$	0.68		106.9	%		5.00
Legacy Allurion Other Common Stock	March 31, 2026		3.47	%		26.25		0.68		130.0	%		1.40
Legacy Allurion Series D-1 Preferred Stock warrants (as converted to Common)	March 31, 2026	3.76% - 3.91%				303.50		0.68		106.9	%	5.00 - 6.50
Public Offering Warrants	March 31, 2026		3.75	%	6.00-30.00			0.68		145.0	%		3.25
July 2024 Private Placement Warrants	March 31, 2026		3.75	%		30.00		0.68		145.0	%		3.25
January 2025 Warrants	March 31, 2026		3.79	%		6.00		0.68		130.0	%		4.03
February 2025 Offering Warrants	March 31, 2026		3.79	%		5.23		0.68		130.0	%		4.03
November 2025 Private Placement Warrants	March 31, 2026		3.90	%		1.67		0.68		120.0	%		4.71
Inducement Warrants	March 31, 2026		3.87	%		1.15		0.68		115.0	%		5.25


	Measurement Date	Interest Rate			Exercise Price		Estimated Fair Value of Underlying Share Price		Expected Volatility			Expected Life (Years)
Legacy Allurion Series C Preferred Stock warrants (as converted to Common)	December 31, 2025		3.76	%	$	168.25	$	1.23		106.9	%		5.25
Legacy Allurion Other Common Stock	December 31, 2025		3.47	%		26.25		1.23		130.0	%		1.69
Legacy Allurion Series D-1 Preferred Stock warrants (as converted to Common)	December 31, 2025	3.76% - 3.91%				303.50		1.23		106.9	%	5.25 - 6.71
Public Offering Warrants	December 31, 2025		3.60	%	6.00-30.00			1.23		120.0	%		3.50
July 2024 Private Placement Warrants	December 31, 2025		3.60	%		30.00		1.23		120.0	%		3.50
January 2025 Warrants	December 31, 2025		3.67	%		6.00		1.23		110.0	%		4.28
February 2025 Offering Warrants	December 31, 2025		3.67	%		5.23		1.23		110.0	%		4.28
November 2025 Private Placement Warrants	December 31, 2025		3.73	%		1.67		1.23		108.6	%		4.92

Expected dividend yield for all calculations is 0.00%.

The following table reconciles the changes in fair value for the three months ended March 31, 2026 and 2025 of the warrant liabilities valued using Level 3 inputs:


	Preferred Stock Warrants (as converted to Common)			Common Stock Warrants			Public Offering Warrants			July 2024 Private Placement Warrants			January 2025 Warrants			February 2025 Warrants			November 2025 Warrants			Inducement Warrants			Total
Balance – January 1, 2025	$	32		$	9		$	3,630		$	500		$	—		$	—		$	—		$	—		$	4,171
Fair value at issuance		—			—			—			—			5,344			5,021			—			—			10,365
Change in fair value		(23	)		(8	)		(2,399	)		(310	)		(2,814	)		(101	)		—			—			(5,655	)
Balance – March 31, 2025	$	9		$	1		$	1,231		$	190		$	2,530		$	4,920		$	—		$	—		$	8,881

Balance - January 1, 2026	$	2		$	—		$	397		$	30		$	814		$	1,596		$	2,788		$	—		$	5,627
Warrant inducement (gain) loss		—			—			—			—			(510	)		(780	)		(450	)		5,885			4,145
Change in fair value		—			—			(158	)		(10	)		16			(136	)		(1,015	)		(3,085	)		(4,388	)
Exercise of warrants		—			—			—			—			(180	)		(260	)		(113	)		—			(553	)
Balance – March 31, 2026	$	2		$	—		$	239		$	20		$	140		$	420		$	1,210		$	2,800		$	4,831

2019 Term Loan Success Fee Derivative Liability

The derivative liability for the success fee associated with Legacy Allurion's November 2019 loan and security agreement with Western Alliance Bank (the "2019 Term Loan" and such fee, the "Success Fee") was recorded at fair value as of March 31, 2026 and December 31, 2025 using the following assumptions: weighted-average probability for the likelihood of a change in control or liquidity event within four years from the initial valuation date of the derivative liability and a market-based discount rate that will increase or decrease each period based on changes in the probability in the future cash flows.

Revenue Interest Financing and PIPE Conversion Option

The Revenue Interest Financing is accounted for using the FVO election. Under the FVO election, the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. The fair value of the Revenue Interest Financing was remeasured as of March 31, 2026 and December 31, 2025 using a discounted cash flow ("DCF") method under the income approach utilizing future revenue projections and a discount rate of 27.4% and 26.5%, respectively.

The fair value of the PIPE Conversion Option was accounted for as a derivative under ASC 815. Upon the exercise of the PIPE Conversion Option and resulting New RIFA on October 30, 2024, the PIPE Conversion Option was reclassified as an addition to the Revenue Interest Financing liability, and as such there is no PIPE Conversion Option liability as of March 31, 2026 and December 31, 2025.

Earn-Out Liability

Upon 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 Earn-Out Shares were accounted for as a liability because the triggering events that determine the number of shares to be earned included events that were not indexed to Allurion Common Stock, with the change in fair value recognized in Change in the fair value of earn-out liabilities in the consolidated statement of operations. The estimated fair value of the earn-out shares was determined using a Monte Carlo Simulation Method ("MCSM") using the following assumptions at the following valuation dates:


	March 31, 2026			December 31, 2025
Stock Price	$	0.68		$	1.23
Risk-free interest rate		3.5	%		3.5	%
Expected term (in years)	2.3			2.6
Expected volatility		145.0	%		145.0	%

RTW Convertible Notes

The RTW Convertible Notes are accounted for using the FVO election. Under the FVO election, the financial instrument is initially measured at its issue-date estimated fair value and subsequently measured at estimated fair value on a recurring basis at each reporting period date. The fair value of the RTW Convertible Notes was remeasured as of March 31, 2026 using a DCF method under the income approach with a MCSM applied to determine the simulated stock price at each payment date and event that may trigger

conversion of the RTW Convertible Notes. The fair value was measured using the $38.0 million principal amount and $5.5 million of payment in kind interest of the RTW Convertible Notes and the following assumptions:


	March 31, 2026			December 31, 2025
Stock Price	$	0.68		$	1.23
Risk-free interest rate		3.9	%		3.8	%
Discount Rate		19.2	%		18.6	%
Expected term (in years)		5.0		5.3
Expected volatility		125.0	%		117.5	%

Share Obligation

The Share Obligation is accounted for as a liability under ASC 480, with the liability initially measured at its issue-date estimate fair value and subsequently measured at its estimated fair value on a recurring basis at each reporting period date. The estimated fair value of the Share Obligation was determined using a MCSM with the following assumptions at the valuation date:


	March 31, 2026			December 31, 2025
Stock Price	$	0.68		$	1.23
Risk-free interest rate		3.7	%		3.5	%
Expected term (in years)		0.8			1.0
Expected volatility		170.0	%		157.5	%

The changes in the fair values of the Success Fee derivative liability, Revenue Interest Financing, Earn-out liability, RTW Convertible Notes, and Share Obligation categorized with Level 3 inputs for the three months ended March 31, 2026 and 2025 were as follows:


	Success Fee Derivative Liability		Revenue Interest Financing			Earn-Out Liability			RTW Convertible Notes			Share Obligation			Total
Balance - January 1, 2025	$	14	$	49,200		$	1,090		$	35,710		$	—		$	86,014
Fair value upon issuance		—		—			—			—			1,297			1,297
Change in fair value		—		3,820			(910	)		(3,330	)		(597	)		(1,017	)
Change in fair value - OCI		—		(3,020	)		—			(1,420	)		—			(4,440	)
Balance – March 31, 2025	$	14	$	50,000		$	180		$	30,960		$	700		$	81,854

Balance - January 1, 2026	$	14	$	47,700		$	31		$	28,070		$	370		$	76,185
Change in fair value		—		1,820			—			750			(120	)		2,450
Change in fair value - OCI		—		(720	)		—			(270	)		—			(990	)
Balance – March 31, 2026	$	14	$	48,800		$	31		$	28,550		$	250		$	77,645

The change in fair value of the Success Fee derivative liability, Revenue Interest Financing, Earn-Out liability, RTW Convertible Notes, and Share Obligation at each period is recorded as a component of Other income (expense) in the condensed consolidated statements of operations, with the exception of the changes in fair value associated with the change in credit risk related to the Revenue Interest Financing and RTW Convertible Notes, which is recorded as a component of other comprehensive loss.

10. Income Taxes

The Company recorded income tax expense of less than $0.1 million and $0.1 million for the three months ended March 31, 2026 and 2025, respectively, representing an effective tax rate of 0.4% and 6.8% in each period, respectively. The tax expense recorded relates to the earnings of the Company’s profitable foreign subsidiaries.

As of March 31, 2026 and 2025, the Company maintained a full valuation allowance against its net deferred tax assets as the Company has incurred significant operating losses since inception and has concluded that its net deferred tax asset is not more-likely-than-not realizable.

As of March 31, 2026 and 2025, the Company has not recorded tax reserves for any uncertain tax provisions.

11. Capital Stock and Stockholders' Deficit

Preferred Equity

Series B Preferred Stock

On November 11, 2025, the Company entered into a securities purchase and exchange agreement (the "Exchange Agreement") with certain entities managed by RTW, pursuant to which RTW has agreed to exchange all of the (i) principal amount of the RTW Convertible Notes, purchased pursuant to the terms of the Amended Note Purchase Agreement, including interest accrued on the RTW Convertible Notes; (ii) Company obligations under the Revenue Interest Financing Agreement; and (iii) Company obligations under the New RIFA, for shares of a newly issued series of Series B convertible preferred stock, par value $0.0001 per share ("Series B Preferred Stock"), of the Company (the "Exchange").

Allurion's charter authorizes the issuance of up to 100,000,000 shares of Allurion preferred stock. As of March 31, 2026, no shares of Allurion preferred stock were outstanding.

Common Equity

Allurion's charter authorizes the issuance of up to 1,000,000,000 shares of Allurion Common Stock. As of March 31, 2026 and December 31, 2025, 14,994,486 and 12,279,181 shares of Common Stock were issued and outstanding, respectively.

July 2024 Public Offering

On June 28, 2024, the Company entered into an underwriting agreement with Jefferies LLC and TD Securities (USA) LLC, as representative of the several underwriters (the "Underwriters"), pursuant to which the Company agreed to issue and sell 576,261 shares of the Company's Common Stock and warrants ("Public Offering Warrants") to purchase up to 576,261 shares of the Company's Common Stock at an offering price of $30.00 per share and accompanying warrant (the "Public Offering"). The Public Offering closed on July 1, 2024 with net proceeds received of $15.2 million after deducting underwriting discounts of $1.0 million and offering costs of $1.0 million. The Underwriters fully exercised their option for additional Public Offering Warrants, with 86,440 additional Public Offering Warrants issued at closing, for a total of 662,701 Public Offering Warrants. Further, the Underwriters exercised a portion of the option with respect to the Common Stock (the "Share Overallotment") on July 5, 2024 for net proceeds of $2.2 million, which resulted in the issuance of 77,091 shares of the Company's Common Stock at an offering price of $30.00 per share.

The Public Offering Warrants met the definition of a derivative under ASC 815 and the Share Overallotment met the requirements for equity classification under ASC 815. The $17.4 million in net proceeds from the Public Offering and exercise of the Share Overallotment were first allocated to the Public Offering Warrants based on their issue-date estimated fair value of $13.2 million. The Public Offering Warrants are subsequently remeasured at their estimated fair value on a recurring basis at each reporting period date, with a gain or loss recognized within Other income (expense). The $0.8 million offerings costs allocated to the Public Offering Warrants were expensed as general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss. The remaining net proceeds of $5.1 million were allocated to Common Stock and APIC.

RTW Private Placement

On January 14, 2025, the Company entered into a subscription agreement (the “RTW Subscription Agreement”) with funds affiliated with RTW, pursuant to which the Company agreed to sell 841,751 shares of Common Stock at a purchase price of $2.97 per share (the “RTW Private Placement”). The RTW Private Placement closed on January 16, 2025 with net proceeds received of $2.5 million.

January 2025 Public Offering and Concurrent Private Placement

On January 24, 2025, the Company entered into a securities purchase agreement (the “January 2025 Securities Purchase Agreement”) with certain accredited investors named therein, pursuant to which the Company agreed to issue and sell 1,240,000 shares of Common Stock (the “January 2025 Offering”) and 1,240,000 accompanying common warrants (the “January 2025 Warrants”) to purchase up to 1,240,000 shares of Common Stock upon exercise of the January 2025 Warrants in a concurrent private placement (the “January 2025 Private Placement”), at an offering price of $6.00 per share and accompanying January 2025 Warrant. The January 2025 Offering and January 2025 Private Placement closed on January 27, 2025 with net proceeds of $5.8 million after deducting placement agent fees of $0.6 million and offering costs of $1.0 million.

Certain purchasers in the January 2025 Offering and January 2025 Private Placement are holders of warrants to purchase Common Stock issued in the Public Offering in July 2024. The exercise price for the Public Offering Warrants initially was $30.00 per share. In consideration for such purchasers’ purchase of securities in the January 2025 Offering and January 2025 Private Placement, we agreed with each such purchaser to seek stockholder approval to reduce the exercise price of the Public Offering Warrants held by such purchasers to $6.00 per share (the "January Warrant Repricing"). Such Public Offering Warrants will become exercisable at the revised exercise price upon the receipt of such stockholder approval, which approval was obtained on April 10, 2025. The Public Offering Warrants were remeasured to account for the incremental fair value, with the $0.5 million loss recognized within Other income (expense).

The January 2025 Warrants met the definition of a derivative under ASC 815. The $5.8 million in net proceeds were first allocated to the January 2025 Warrants based on their issue-date estimated fair value of $5.3 million. The January 2025 Warrants are subsequently remeasured at their estimated fair value on a recurring basis at each reporting period date, with a gain or loss recognized within Other income (expense). The $0.8 million of offering costs allocated to the January 2025 Warrants were expensed as general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss. The remaining net proceeds of $1.3 million were allocated to Common Stock and APIC.

February 2025 Public Offering and Concurrent Private Placement and Leavitt Private Placement

On February 19, 2025, the Company entered into a securities purchase agreement (the “February 2025 Securities Purchase Agreement”) with certain accredited investors named therein, pursuant to which the Company agreed to issue and sell 900,000 shares of Common Stock (the “February 2025 Offering”), and 1,800,000 accompanying common warrants (the “February 2025 Warrants”) to purchase up to 1,800,000 shares of Common Stock upon exercise of the February 2025 Warrants in a concurrent private placement (the “February 2025 Private Placement”), at an offering price of $5.23 per share and accompanying February 2025 Warrant. The February 2025 Offering and February 2025 Private Placement closed on February 20, 2025 with net proceeds of $3.9 million after deducting placement agent fees of $0.4 million and offering costs of $0.4 million.

Additionally, on February 19, 2025, the Company entered into a subscription agreement (the “Leavitt Subscription Agreement”) with an accredited investor affiliated with Leavitt Equity Partners LLC (collectively, “Leavitt”), pursuant to which the Company agreed to issue and sell 267,686 shares of Common Stock (the “Private Placement Shares”) and common warrants to purchase up to 535,372 shares of Common Stock (the “Leavitt Private Placement Warrants” and together with the February 2025 Warrants, the “February 2025 Offering Warrants”), at a purchase price of $5.23 per share and accompanying Private Placement Warrant (the “Leavitt Private Placement”). The Leavitt Private Placement closed on February 20, 2025 with net proceeds of $1.3 million after deducting placement agent fees of $0.1 million. Leavitt is a holder of Public Offering Warrants with an initial exercise price of $30.00 per share. In consideration for Leavitt's purchase of securities in the Leavitt Private Placement, we agreed to seek stockholder approval to reduce the exercise price of the Public Offering Warrants held by Leavitt to $6.00 per share (the "February Warrant Repricing"). Such Public Offering Warrants will become exercisable at the revised exercise price upon the receipt of such stockholder approval, which approval was obtained on April 10, 2025. The Public Offering Warrants were remeasured to account for the incremental fair value, with the $0.2 million loss recognized within Other income (expense).

The February 2025 Offering Warrants met the definition of a derivative under ASC 815. The $5.2 million in net proceeds were first allocated to the February 2025 Offering Warrants based on their issue-date estimated fair value of $5.0 million. The February 2025 Offering Warrants are subsequently remeasured at their estimated fair value on a recurring basis at each reporting period date, with a gain or loss recognized within Other income (expense). The $0.4 million of offering costs allocated to the February 2025 Offering Warrants were expensed as general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss. The remaining net proceeds of $0.6 million were allocated to Common Stock and APIC.

November 2025 PIPE

On November 11, 2025, the Company entered into a securities purchase agreement (the “November 2025 Securities Purchase Agreement”) with certain accredited investors named therein, pursuant to which the Company agreed to issue and sell 2,994,012 shares of Common Stock (the “November 2025 Offering”) and 2,994,012 accompanying common warrants (the “November 2025 Warrants”) to purchase up to 2,994,012 shares of Common Stock upon exercise of the November 2025 Warrants in a concurrent private placement (the “November 2025 Private Placement”), at an offering price of $1.67 per share and accompanying November 2025 Warrant. The November 2025 Offering and November 2025 Private Placement closed on November 12, 2025 with net proceeds of $4.5 million after deducting placement agent fees of $0.4 million and offering costs of $0.1 million.

The November 2025 Warrants met the definition of a derivative under ASC 815. The $5.0 million in gross proceeds were first allocated to the November 2025 Warrants based on their issue-date estimated fair value of $3.5 million. The November 2025 Warrants are subsequently remeasured at their estimated fair value on a recurring basis at each reporting period date, with a gain or loss recognized within Other income (expense). The $0.4 million of placement agent fees and offering costs allocated to the November 2025 Warrants were expensed as general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss. The remaining net proceeds of $1.5 million were allocated to Common Stock and APIC.

Warrant Inducement

On February 24, 2026, the Company entered into a warrant exercise inducement offer letter (the “Inducement Letter”) with certain holders of the Company's January 2025 Warrants, February 2025 Offering Warrants, and November 2025 Warrants (collectively, the “Existing Warrants”). Pursuant to the terms of the Inducement Letter, the Company agreed to amend the Existing Warrants by lowering the exercise price of the Existing Warrants to $1.15 per share in consideration for the exercise in full for cash of the Existing Warrants held by each holder. Certain holders agreed to exercise for cash certain of their Existing Warrants to purchase an aggregate of 2,659,565 shares of Common Stock (the “Warrant Inducement”) in exchange for the Company's agreement to issue to such holder new warrants (the “Inducement Warrants”) to purchase up to an aggregate of 5,319,130 shares of Common Stock at an

exercise price of $1.15. The Warrant Inducement closed with net proceeds of $2.9 million after deducting placement agent fees of $0.2 million and offering costs of less than $0.1 million.

The Warrant Inducement was accounted for as a warrant exercise inducement under ASC 815. Additionally, the Inducement Warrants met the definition of a derivative under ASC 815. The $5.9 million issue-date estimated fair value of the Inducement Warrants was recorded as Warrant inducement expense in the condensed consolidated statement of operations, offset by a $1.7 million gain resulting from the change in fair value of the Existing Warrants immediately prior to exercise.

The number of shares of Common Stock that have been reserved for issuance upon the potential conversion or exercise, as applicable, of the Company’s securities as of March 31, 2026, is as follows:


Outstanding options to purchase Common Stock			252,504
Restricted Stock Units			386,685
Warrants to purchase Common Stock			9,996,437
Shares of Common Stock issued upon the exercise of Public Warrants			750,383
Earn-Out shares			360,000
Convertible Notes			6,241,384
Total			17,987,393

Warrants to Purchase Common Stock

In connection with the closing of the Business Combination, all outstanding warrants to purchase Legacy Allurion preferred stock and Legacy Allurion common stock were converted into Rollover Warrants to purchase Allurion Common Stock using the Exchange Ratio. As of March 31, 2026, there were 14,380 Rollover Warrants outstanding to purchase Common Stock. Upon the closing of the Business Combination, certain Legacy Allurion preferred stock and Legacy Allurion common stock warrants that were converted into Rollover Warrants were determined to be equity classified.

In connection with the equity offerings defined above, the following warrants were outstanding to purchase Common Stock as of March 31, 2026:


March 31, 2026
Issuance Date	Remaining Contractual Term (in years)		Underlying Equity Instrument	Balance Sheet Classification	Shares Issuable Upon Exercise of Warrant		Weighted Average Exercise Price
3/30/2021		5.0	Common stock	Liability		5,203		168.25
9/15/2022		6.5	Common stock	Liability		1,810		303.50
6/4/2022		6.2	Common stock	Liability		1,810		303.50
1/17/2017		0.8	Common stock	Equity		2,934		0.50
8/3/2017		1.3	Common stock	Equity		392		28.25
9/8/2017		1.4	Common stock	Liability		1,151		26.25
6/19/2018		2.2	Common stock	Liability		720		26.25
6/25/2019		3.2	Common stock	Liability		360		26.25
7/1/2024		3.3	Common stock	Liability		753,108		11.42
1/27/2025		4.0	Common stock	Liability		375,001		6.00
2/20/2025		4.0	Common stock	Liability		1,079,728		5.23
11/11/2025		4.7	Common stock	Liability		2,455,090		1.67
2/24/2026		5.3	Common stock	Liability		5,319,130		1.15
						9,996,437


December 31, 2025
Issuance Date	Remaining Contractual Term (in years)		Underlying Equity Instrument	Balance Sheet Classification	Shares Issuable Upon Exercise of Warrant		Weighted Average Exercise Price
3/30/2021		5.2	Common stock	Liability		5,203		168.25
9/15/2022		6.7	Common stock	Liability		1,810		303.50
6/4/2022		6.4	Common stock	Liability		1,810		303.50
1/17/2017		1.0	Common stock	Equity		2,934		0.50
8/3/2017		1.6	Common stock	Equity		392		28.25
9/8/2017		1.7	Common stock	Liability		1,151		26.25
6/19/2018		2.5	Common stock	Liability		720		26.25
6/25/2019		3.5	Common stock	Liability		360		26.25
7/1/2024		3.5	Common stock	Liability		753,108		11.42
1/27/2025		4.3	Common stock	Liability		1,240,000		6.00
2/20/2025		4.3	Common stock	Liability		2,335,372		5.23
11/11/2025		5.0	Common stock	Liability		2,994,012		1.67
						7,336,872

In Compute Health's initial public offering, it sold units at a price of $10.00 per unit, which consisted of one share of Class A Common Stock, $0.0001 par value, of Compute Health ("Class A Common Stock") and one-half of a redeemable warrant (each a "Public Warrant") that entitled the holder to purchase one share of Class A Common Stock of CPUH at a price of $11.50 per share. On July 26, 2023, Compute Health's Public Warrant holders approved an amendment (the “Warrant Amendment”) to the warrant agreement that governed all Compute Health’s Public Warrants. Per the terms of the Warrant Amendment, upon completion of the Business Combination, each of the outstanding Compute Health Public Warrants became exercisable for 0.056818 shares of the Company’s Common Stock, par value $0.0001 per share, at an exercise price of $202.50 per share and each whole Compute Health Public Warrant was exchanged for 0.6125 Allurion Public Warrants in the Business Combination. The Public Warrants will expire August 1, 2030, seven years after the completion of the Business Combination, or earlier upon redemption or liquidation. As of March 31, 2026, there were 13,206,720 outstanding Public Warrants exercisable for 750,383 shares of Allurion Common Stock.

Chardan Equity Facility

On December 18, 2023, we entered into a ChEF Purchase Agreement (the "Purchase Agreement") and a Registration Rights Agreement, each with Chardan Capital Markets ("Chardan") related to a "ChEF," Chardan's committed equity facility (the "Chardan Equity Facility"). Pursuant to the Purchase Agreement, the Company has the right from time to time at its option to sell to Chardan up to the lesser of (i) $100,000,000 in aggregate gross purchase price of newly issued shares of the Company's Common Stock, and (ii) 379,299 shares of Common Stock, which number of shares is equal to 19.99% of the shares of the Common Stock outstanding immediately prior to the execution of the Purchase Agreement (the "Exchange Cap"). In consideration for Chardan's entry into the Purchase Agreement, Allurion issued to Chardan 1,421 shares of Allurion Common Stock (the "Commitment Shares"). The Company recorded $0.1 million to additional paid-in capital and $0.1 million of expense in connection with the issuance of the Commitment Shares. The Company expensed an additional $0.1 million related to a non-refundable structuring fee immediately following commencement. The Company had sold all shares registered under the Exchange Cap, or 377,879 shares of Common Stock to Chardan at a purchase price of $1.8 million in connection with the Purchase Agreement as of the year ended December 31, 2025.

Exchange Agreement with RTW

On November 11, 2025, the Company entered into Exchange Agreement with certain entities managed by RTW, pursuant to which RTW has agreed to exchange all of the (i) principal amount of the RTW Convertible Notes, purchased pursuant to the terms of the Amended Note Purchase Agreement, including interest accrued on the RTW Convertible Notes; (ii) Company obligations under the Revenue Interest Financing Agreement; and (iii) Company obligations under the New RIFA, for shares of Series B Preferred Stock of the Company.

The Exchange Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, certain obligations of the parties, and indemnification provisions. On December 18, 2025, the Company obtained stockholder approval of the issuance of the Series B Preferred Stock. RTW's obligation to consummate the closing of the Exchange is conditioned upon compliance with the listing requirements of the national securities exchange on which the Common Stock is then listed on.

The Exchange Agreement creates an obligation for the Company to issues shares of Series B Preferred Stock upon satisfaction of the closing conditions (the "Preferred Stock Forward Contract"). The Preferred Stock Forward Contract was determined to be an

equity classified freestanding financial instrument in accordance with ASC 815-40 and ASC 480-10, respectively. The fair value as of November 11, 2025 was determined as the fair value of the Series B Preferred Stock that will be issued less the fair value of RIFA and RTW Convertible Notes. The fair value of the Series B Preferred Stock was performed using a scenario based approach, combining a DCF model with a MCSM valuation approach along with a risk free rate of 3.6% and volatility of 117.5%. See Note 9, Fair Value Measurements, for the valuation approaches for the RIFA and RTW Convertible Notes. As the fair value of the Series B Preferred Stock was less than the combined fair values of the RIFA and RTW Convertible Notes, the gain to the Company was recorded as contribution to capital due to the related party nature of the transaction. As such, there was no impact to APIC. As of the date these condensed consolidated financial statements are issued, the Exchange has not occurred.

12. Net Loss per Share

Basic and diluted net loss per share was calculated as follows:


	Three Months Ended March 31,
	2026			2025
Numerator:
Net loss	$	(6,095	)	$	(1,501	)
Denominator:
Basic and diluted weighted-average common stock outstanding		13,350,617			4,778,542
Net loss per share, basic and diluted	$	(0.46	)	$	(0.31	)

The Company’s potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	As of March 31,
	2026		2025
Outstanding options to purchase Common Stock		252,504		252,171
Restricted Stock Units		386,685		100,995
Warrants to purchase Common Stock		9,996,437		4,342,937
Shares of Common Stock issued upon the exercise of Public Warrants		750,383		750,383
Earn-Out Shares		360,000		360,000
Convertible notes (as converted to common stock)		6,241,384		2,532,336
Total		17,987,393		8,338,822

13. Stock Based Compensation

Stock Incentive Plans

The Company’s 2010 Stock Incentive Plan (the “2010 Plan”) provided for the grant of qualified incentive stock options, nonqualified stock options, and other awards to the Company’s employees, officers, directors, advisors, and outside consultants to purchase the Company’s Common Stock. On December 11, 2020, the Company’s Board of Directors adopted the Amended and Restated 2020 Stock Option and Grant Plan (the “2020 Plan”), which provided for the grant of qualified incentive stock options, nonqualified stock options, and other awards to the Company’s employees, officers, directors, advisors, and outside consultants to purchase the Company’s Common Stock. Each stock option from the 2010 Plan and the 2020 Plan that was outstanding immediately prior to the Business Combination, whether vested or unvested, was cancelled and exchanged for a stock option to purchase Allurion Common Stock based on the Exchange Ratio. The per share exercise price for each stock option was divided by the Exchange Ratio.

In connection with the closing of the Business Combination, the Company adopted the 2023 Stock Option and Incentive Plan (the "2023 Plan"), which provides for the award of stock options (both incentive and non-qualified), stock appreciation rights,

restricted stock units ("RSUs"), restricted stock awards, cash-based awards, and dividend equivalent rights. On October 15, 2025 the Board voted to amend the 2023 Plan to the Amended and Restated 2023 Equity Incentive Plan (the "Amended 2023 Plan") to increase the aggregate number of shares of common stock issuable. The Amended 2023 Plan was approved by stockholders on December 18, 2025. As of March 31, 2026, a total of 6,762,705 shares of Allurion Common Stock are available for issuance under the Amended 2023 Plan. The Amended 2023 Plan provides that the number of shares reserved for issuance under the Amended 2023 Plan will automatically increase each January 1, beginning January 1, 2024 and ending January 1, 2033, by 5% of the number of fully diluted outstanding shares of Allurion Common Stock as of the immediately preceding December 31 or such lesser amount as determined by the Board and the compensation committee of the Board.

As of March 31, 2026, 639,189 options and RSUs were issued and outstanding under the 2010 Plan, 2020 Plan, 2023 Plan, and Amended 2024 Plan. As of December 31, 2025, 639,471 options and RSUs were issued and outstanding under the 2010 Plan, 2020 Plan, 2023 Plan, and Amended 2023 Plan. The stock options generally vest over a four-year period and expire 10 years from the date of grant.

Stock-based compensation expense included in the condensed consolidated statement of operations was as follows:


	Three Months Ended March 31,
	2026		2025
Cost of revenue	$	7	$	12
Selling, general, and administrative		583		794
Research and development		48		91
Total stock-based compensation expense	$	638	$	897

Stock Options

The following table summarizes the option activity under the 2010 Plan, 2020 Plan, 2023 Plan, and Amended 2023 Plan during the three months ended March 31, 2026:


	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
				(per option)		(in years)		(in thousands)
Outstanding—January 1, 2026		256,453		$	28.96		7.2	$	—
Granted		—			—
Cancellations and forfeitures		(3,949	)		33.64
Exercised		—			—
Outstanding— March 31, 2026		252,504			28.89		7.1		—
Exercisable at March 31, 2026		203,525		$	35.44		6.8	$	—

Total stock compensation expense related to stock option awards during the three months ended March 31, 2026 was $0.2 million. As of March 31, 2026, there was approximately $1.8 million of unrecognized compensation costs related to unvested stock options granted under the 2010 Plan, 2020 Plan, 2023 Plan, and Amended 2023 Plan, which is expected to be recognized over a weighted-average vesting term of 1.9 years. There were no stock options granted during the three months ended March 31, 2026 and 2025.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model and the assumptions noted in the table below. Expected volatility for the Company’s Common Stock was determined based on an average of the historical volatility of a peer group of public companies that are similar to the Company. The expected term of options granted to employees was calculated using the simplified method, which represents the average of the contractual term of the option and the weighted-average vesting period of the option. The Company uses the simplified method because it does not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate expected term. The expected term of options granted to non-employees is the remaining contractual term of the award. The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future. The risk-free rate for periods within the expected life of the option is based upon the U.S. Treasury yield curve in effect at the time of grant. There were no option grants during the three months ended March 31, 2026 and 2025.

On December 18, 2025, our board of directors approved a stock option repricing (the "Option Repricing") to be effective on December 18, 2025 (the "Effective Date") in accordance with our 2023 Plan. Pursuant to the Option Repricing the exercise price of each stock option previously granted under the 2023 Plan, totaling 106,238 options, were amended to reduce the effective price of such options to $1.67 per share, the greater of the closing price of our common stock on the NYSE on the Effective Date, or the price per share of our common stock in any equity raise consummated prior to the Annual meeting. Under the terms of the Option Repricing, a repriced option will revert back to its original exercise price if, prior to the one-year anniversary of the Effective Date, (a) the option holder's employment is terminated by us with cause or by the option holder or (b) the option is exercised. The repriced options otherwise retained their existing terms and conditions as set forth in the 2023 Plan and applicable award agreements. The incremental stock compensation expense related to the Option Repricing was immaterial.

Restricted Stock Units

In December 2022, the Company issued RSUs to a member of the Board of Directors with vesting subject to both a performance-based closing condition dependent on the successful Business Combination with Compute Health and time-based vesting conditions which are fully vested as of December 31, 2025. In October 2023 and March 2024, the Company issued additional RSUs to Board members and in November 2024 and May 2025, to employees and Board members, all of which vest over 2-3 years. Additionally, in April 2025, the Company issued performance share units ("PSU") to one of its employees. The PSUs granted by the Company vest in connection with the achievement of certain commercial milestones. The expense recognized for these awards is based on the probability of such achievement. The Company recognized the full amount of stock compensation expense related to employee PSUs, of $0.1 million for the three months ended March 31, 2026 based on the achievement of the milestone.

The following table summarizes the restricted stock unit activity under the 2020 Plan, 2023 Plan, and Amended 2023 Plan during the three months ended March 31, 2026:


	Number of RSUs			Weighted Average Grant Date Fair Value
				(per share)
Outstanding—January 1, 2026		383,018		$	4.50
Granted		10,395			0.92
Cancellations and forfeitures		(5,410	)		2.36
Vested		(1,318	)		1.69
Outstanding—March 31, 2026		386,685		$	5.07

Total stock compensation expense related to RSUs for the three months ended March 31, 2026 was $0.4 million. As of March 31, 2026, there were $1.0 million of unrecognized compensation costs related to nonvested RSUs granted under the 2020 Plan, 2023 Plan, and Amended 2023 Plan, which is expected to be recognized over a remaining weighted-average vesting term of 2.0 years. The weighted average grant-date fair value of time-vested restricted stock units granted during the 3 months ended March 31, 2026 was $0.92 per share. There were 10,395 restricted stock units granted during the three months ended March 31, 2025

Employee Stock Purchase Plan

In connection with the closing of the Business Combination, the Company adopted the 2023 Employee Stock Purchase Plan (the "2023 ESPP"). Under the 2023 ESPP plan, substantially all employees may voluntarily enroll to purchase the Company's Common Stock through payroll deductions at a price equal to 85% of the lower of the fair market values of the stock as of the beginning or end of the offering period. An employee's payroll deductions under the 2023 ESPP are limited to 15% of the employee's compensation.

A total of 195,435 shares of the Company's Common Stock are reserved and authorized for issuance under the 2023 ESPP as of March 31, 2026. In addition, the number of shares of Common Stock available for issuance under the 2023 ESPP automatically increases each January 1, beginning on January 1, 2024 and each January thereafter, by the lesser of (i) 1% of the fully diluted outstanding shares of our Common Stock as of the immediately preceding December 31, (ii) 64,000 shares of our Common Stock, or (iii) such lesser number of shares determined by the administrator of the 2023 ESPP. As of March 31, 2025, no shares have been issued under the 2023 ESPP.

14. Employee Benefit Plan

The Company has a 401(k) retirement plan that covers eligible U.S. employees. Eligible employees may elect to contribute up to the maximum limits, as set by the Internal Revenue Service, of their eligible compensation. The Company may elect to make a

discretionary contribution or match a discretionary percentage of employee contributions. During each of the three months ended March 31, 2026 and 2025, the Company's matching contributions to the plan were less than $0.1 million.

15. Commitments and Contingencies

Leases

With respect to contracts involving the use of assets, if the Company has the right to direct the use of the asset and obtain substantially all economic benefits from the use of an asset, it accounts for the service contract as a lease.

As of March 31, 2026, the Company was a party to two different leases for office, manufacturing, and laboratory space under non-cancelable office leases in one city. These leases total approximately 20,000 square feet and will expire in February 2028. The Company has a right to extend certain of these leases for periods between three and five years. Under its real property leases, the Company pays base rent and a proportional share of operating expenses. Such operating expenses are subject to annual adjustment and are accounted for as variable payments in the period in which they are incurred. The Company also holds immaterial leases related to vehicles and office equipment.

In April 2025, the Company terminated its remaining lease in Paris, France. Additionally, in June 2025, the Company executed an amendment to another one of its leases in Natick, Massachusetts. The amendment was accounted for as a modification of the existing lease agreement, with impacts to the lease term, lease payments, and related lease liability for the lease. As a result of this amendment, the lease in Natick will now expire in November 2028 and additional operating lease assets obtained in exchange for lease obligations were $0.4 million.

In July 2025, the Company signed an Assignment of Lease and Consent to Assignment (the "Lease Assignment") for one of its Natick leases ending March 2028, whereby a third-party agreed to assume the Company's rights, duties and obligations under the lease beginning September 1, 2025. The lease assignment was contingent upon the landlord's consent and the Company is secondarily liable to the third-party assignee for obligations under the lease. For the year ended December 31, 2025 the Company derecognized the related operating lease right-of-use asset and operating lease liability of $0.5 million and recognized a gain on lease termination of less than $0.1 million related to the Lease Assignment.

In February 2026, one of the Company's building leases expired and the company entered into a short term lease for the location.

The components of right-of-use ("ROU") assets and lease liabilities are included in the condensed consolidated balance sheets. The short-term portion of the Company's operating lease liability is recorded as part of Accrued expenses and other current liabilities on the condensed consolidated balance sheets.

Aggregate Lease Information

Other pertinent lease information for the three months ended March 31, 2026 and 2025 is as follows (in thousands):


	Three Months Ended
	March 31, 2026		March 31, 2025
Operating lease costs	$	157	$	258
Short-term lease costs		19		4
Variable operating lease costs		28		84
Operating cash flows paid for amounts in the measurement of lease liabilities		129		247

Future commitments under non-cancelable operating lease agreements as of March 31, 2026 are as follows (in thousands):


2026	$	375
2027		516
2028		85
Total lease payments	$	976
Less: present value adjustment		(80	)
Present value of total lease liabilities		896
Less: current lease liability		(441	)
Long-term lease liabilities	$	455

The weighted-average remaining lease terms and discount rates related to our leases were as follows:


	March 31, 2026			March 31, 2025
Weighted -average remaining lease term (in years)		1.9			2.7
Weighted-average discount rate		9.5	%		9.8	%

Product Liability

The Company has not received any material product liability claims but nevertheless has obtained and maintains insurance related to potential product liability claims.

Litigation and Claims

In the normal course of operations, the Company may become involved in various claims and legal proceedings related to, for example, the validity or scope of its intellectual property rights, employee-related matters, securities class action, or adverse patient reactions. Additionally, during the normal course of business, the Company may be a party to legal claims that may not be covered by insurance.

On August 12, 2025, Vanderbilt University Medical Center (“Vanderbilt”) filed a complaint against the Company in the United States District Court for the Middle District of Tennessee, captioned Vanderbilt University Medical Center v. Allurion Technologies, Inc., d/b/a Allurion. Vanderbilt's complaint alleges that the Company breached the Clinical Trial Agreement, dated June 30, 2022, by and between the Company and Vanderbilt (the "Clinical Trial Agreement"), related to the clinical trial for the Smart Capsule by failing to reimburse medical expenses incurred in treating a patient enrolled in such trial at Vanderbilt. Vanderbilt was seeking damages of approximately $2.5 million. In April 2026, the Company and Vanderbilt agreed to settle this dispute and release all claims related to the same for payment of $750,000, paid in three equal monthly installments beginning on May 1, 2026.

French Regulatory Decision

On August 6, 2024, it was announced that the ANSM, the French regulatory authority, had suspended sales of the Allurion Balloon in France, and the Company withdrew the device from the French market. The Company implemented a remediation plan to reduce certain risks associated with the advertising, follow-up program, and adverse events for the Allurion Balloon. For the year ended December 31, 2024, the Company recognized a reduction to revenues of $1.2 million for customer returns of the Allurion Balloon, and no sales to France during the second half of 2024. On February 12, 2025, ANSM cleared the Company to resume sales of the Allurion Balloon, effective immediately.

NYSE Continued Listing Standards

On August 29, 2024, the Company received written notice from the NYSE notifying us that as of August 29, 2024, we were not in compliance with the continued listing standard set forth in Section 802.01B of the NYSE’s Listed Company Manual (the "Minimum Market Capitalization Standard") because its average market capitalization was less than $50.0 million over the consecutive 30 trading-day period ended August 29, 2024 and its last reported stockholders’ equity as of August 29, 2024 was less than $50.0 million. In accordance with applicable NYSE procedures, within 45 days of receipt of the notice, the Company submitted a plan to the NYSE outlining measures that would bring it into conformity with the Minimum Market Capitalization Standard within 18 months of receipt of the written notice (the "Cure Period"). The Company submitted a business plan to the NYSE demonstrating its ability to regain compliance with the NYSE's rules, which the NYSE accepted, and as a result the Company was subject to quarterly monitoring for compliance with the business plan and its Common Stock continued to trade on the NYSE during the Cure Period, subject to its compliance with other NYSE continued listing requirements.

On March 2, 2026, Company announced that it received a letter (the “Delisting Notice”) from the staff of the NYSE indicating that the Company does not meet certain of the NYSE's continued listing standards as set forth in the Minimum Market Capitalization Standard.

On March 6, 2026, the NYSE subsequently informed the Company that it has determined to commence proceedings to delist the Company’s Common Stock, and warrants to purchase 0.056818 shares of Common Stock, with an exercise price of $202.50 per share of Common Stock, as a result of the Company’s non-compliance with Rule 802.01B of the NYSE Listed Company Manual that requires listing companies to maintain an average global market capitalization of at least $15 million over a period of 30 consecutive trading days. Trading in the Common Stock on the NYSE was suspended after market close on March 6, 2026. The Company has appealed this delisting determination. If the Company is unsuccessful in its appeal, the Company expects the NYSE will file a Form 25 with the SEC, which would result in the delisting of the Company’s Common Stock and Warrants from the NYSE on the tenth day after the Form 25 is filed.

As a result of the suspension in trading and delisting process, and pending the Company’s appeal, the Common Stock is trading on the OTCQB Market. The Company may apply to list on a higher-tier market operated by the OTC Market Group, Inc. under its current symbols "ALUR" and “ALUR.WS”.

16. Segment Information

Segment reporting is prepared on the same basis that the Company's chief executive officer, who is our chief operating decision maker (“CODM”), manages the business, makes operating decisions, and assesses performance. The Company operates in one segment. We have selected net income (loss) as our reported measure of profit or loss because it is regularly provided to our CODM, allows our CODM to make decisions on resource allocations, and allows our CODM to assess performance of the business.

Disclosures about significant segment expenses and long-lived assets by geography are presented below. Refer to Note 3, Revenue for information on revenue by geography. Significant segment expenses are set forth in the following table (in thousands):

Significant segment expenses are set forth in the following table (in thousands):


	Three Months Ended March 31,
	2026			2025
Revenue	$	2,947		$	5,580
Less:
Cost of revenue		1,718			1,419
Sales and marketing		1,304			3,621
Clinical trials and medical affairs		343			1,264
Product development		205			429
Digital		98			402
Quality and regulatory		266			529
General and administrative		2,744			5,198
Other segment items (1)		2,364			(5,781	)
Net loss	$	(6,095	)	$	(1,501	)

(1) Other segment items included in Net loss primarily include changes in fair value of warrant liabilities, changes in fair value of debt, changes in fair value of the Revenue Interest Financing, changes in fair value of earn-out liabilities, Warrant Inducement expense, and other income (expense).

Long-lived assets, consisting of property and equipment, net and ROU assets by geography were as follows (in thousands):


	March 31,		December 31,
	2026		2025
United States	$	2,058	$	2,317
All other countries		—		—
Long-lived assets	$	2,058	$	2,317

17. Related-party Transactions

Convertible Note Agreement with RTW

Pursuant to the Amended Note Purchase Agreement, on April 16, 2024, we issued and sold $48.0 million aggregate principal amount of convertible notes to RTW. RTW holds more than 5% of our outstanding Common Stock, has the right to designate an independent director nominee to be elected by our stockholders, is entitled to designate one representative to serve as a non-voting observer on our Board, and had the right to approve an additional director nominee for election. In September 2024, we expanded our Board and appointed a new director in satisfaction of certain of these obligations to RTW as set forth in the Amended Note Purchase Agreement. Refer to Note 7, Debt, for additional information regarding the RTW Convertible Notes.

January 2025 Private Placement with RTW

On January 14, 2025, the Company entered into the RTW Subscription Agreement with funds affiliated with RTW, pursuant to which the Company agreed to sell 841,751 shares of Common Stock at a purchase price of $2.97 per share. The RTW Private Placement closed on January 16, 2025 with net proceeds received of $2.5 million.

Second Amendment to Amended Note Purchase Agreement

On April 15, 2025, the Company, the Purchasers and RTW, as agent for the Purchasers entered into the Second Amendment to Note Purchase Agreement, which amended the Amended Note Purchase Agreement to reflect additional conversion and other provisions, including provisions permitting the conversion of the RTW Convertible Notes at reduced conversion prices, resulting in the potential issuance of additional shares, which had been approved by the Company’s stockholders at the Special Meeting of

Stockholders held on April 10, 2025. On April 16, 2025, subject to the terms of the Second Amendment to Note Purchase Agreement, the Purchasers provided notice of conversion of $5.0 million of principal amount of the RTW Convertible Notes, for an aggregate of 1,492,539 shares of Common Stock. Additionally, on November 4, 2025, RTW provided notice of conversion of an additional $5.0 million of principal amount of the RTW Convertible Notes, for an aggregate of 1,492,539 shares of Common Stock.

Exchange Agreement with RTW

On November 11, 2025, the Company entered into the Exchange Agreement with RTW. Refer to Note 11, Capital Stock and Stockholders Deficit, for more information regarding the Exchange Agreement. As of December 31, 2025, the Exchange has not occurred.

November 2025 Private Placement with RTW

On November 11, 2025, the Company entered into the RTW Subscription Agreement with funds affiliated with RTW, pursuant to which the Company agreed to sell 1,856,288 shares of Common Stock at a purchase price of $1.67 per share. The November 2025 Private Placement closed on November 11, 2025 with gross proceeds received from RTW of $3.1 million.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis includes information that our management believes is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. The discussion and analysis should be read together with the unaudited consolidated financial statements as of and for the three months ended March 31, 2026 and March 31, 2025 included in this Quarterly Report on Form 10-Q, and the audited consolidated financial statements as of and for the years ended December 31, 2025 and December 31, 2024 that are included in our Annual Report on Form 10-K filed with the SEC on March 30, 2026 (the "Annual Report on Form 10-K"). This discussion may contain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the sections titled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in our Annual Report on Form 10-K and this Quarterly Report on Form 10-Q. For purposes of this section, all references in this discussion and analysis to “Allurion,” the “Company”, “we,” “us,” or “our” refers to the business and operations of Allurion and its consolidated subsidiaries following the consummation of the Business Combination and to Legacy Allurion and its consolidated subsidiaries prior to the consummation of the Business Combination. “Legacy Allurion” refers to Allurion Technologies, LLC, which was previously known as Allurion Technologies Opco, Inc. (formerly Allurion Technologies, Inc.) prior to the consummation of the Business Combination. Capitalized terms not defined in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section have the meanings ascribed to them in the condensed consolidated financial statements and the notes thereto included in this Quarterly Report on Form 10-Q.

Overview

Allurion is a leading medical device company that is focused on creating a best-in-class weight loss platform to treat obese and overweight patients. Our platform, the Allurion Program (the "Allurion Program"), features the world’s first and only swallowable, Procedureless™ intragastric balloon for weight loss (the "Allurion Smart Capsule") and offers artificial intelligence ("AI")-powered remote patient monitoring tools, a proprietary behavior change program, secure messaging and video telehealth that are delivered by the Allurion Virtual Care Suite ("VCS").

The Allurion Program was designed to achieve metabolically healthy weight loss, which entails losing weight, maintaining that weight loss, and maintaining or increasing muscle mass in the process. Unlike other options that lead to short-term weight loss and muscle wasting, the Allurion Program is intended to deliver longer lasting results while reducing fat and not muscle. We believe the Allurion Program is also synergistic in combination with other weight loss therapies, including glucagon-like peptide 1 ("GLP-1") receptor agonists.

Our proprietary intragastric balloon, the Allurion Smart Capsule, is swallowed as a capsule under the guidance of a health care provider without surgery, endoscopy, or anesthesia for placement.

The Allurion VCS is comprised of tools to support patients’ weight loss experience, which we believe benefit both patients and health care providers:

For Allurion Program patients: Every current Allurion Program patient receives an Allurion Connected Scale ("Allurion Connected Scale") and access to our mobile app (the "App"), which integrates data from the Allurion Connected Scale to conveniently monitor weight, muscle mass, body fat, activity, sleep, and several other critical metrics. The App can also enable secure messaging and video telehealth with the patient’s care team and can deliver content from Allurion’s proprietary behavior change program - and library of 100 weight loss actions related to diet, nutrition, exercise, mental health, sleep, goal setting, and a number of other topics - directly to the patient. The App is available in 15 languages.

For Allurion Program providers: Our clinic dashboard, Allurion Insights, provides end-to-end remote patient monitoring powered by the Allurion Iris AI platform, which leverages machine learning to deliver key insights related to patient tracking data. Allurion Insights offers real-time access to patient data and AI-powered analytics, note functionality to keep track of patient encounters, and clinic-wide metrics that provide a snapshot of the clinic’s overall performance.

In addition to its use by Allurion Smart Capsule patients, we believe the VCS can potentially be a platform for optimal long-term follow up after other medical and surgical weight loss interventions in the future. We have incorporated a Treatment Tracking and Clinic-Led Onboarding feature into the VCS that enables seamless onboarding and management of patients undergoing one or multiple weight loss treatments, including gastric balloons such as the Allurion Balloon, surgery, or medication, and in April 2024, launched the VCS in the United States for patients utilizing other weight loss treatments, including anti-obesity medications and bariatric surgery.

Our Allurion Program products are currently sold in the United States, Europe, the Middle East, Africa, Latin America, Canada and the Asia-Pacific region.

Since our inception, we have incurred significant operating losses. Our ability to generate revenue and achieve cost improvements sufficient to achieve profitability will depend on the successful further development and commercialization of our

products and receipt and maintenance of regulatory approvals. We generated revenue of $2.9 million and $5.6 million for the three months ended March 31, 2026 and 2025, respectively, and incurred losses from operations of $3.7 million and $7.3 million for those same periods, respectively. We expect to continue to incur operating losses for the foreseeable future as we focus on obtaining regulatory approvals for our products in new markets, refining our sales and marketing strategies, and continuing research and development efforts to further enhance our existing products. Further, following the closing of the Business Combination, we have incurred, and expect to continue to incur, additional costs associated with operating as a public company. As a result, we will need additional funding for expenses related to our operating activities, including selling, marketing, general and administrative, and research and development expenses.

Because of the numerous risks and uncertainties associated with obtaining and maintaining regulatory approval, market acceptance of our products, product development and enhancement, and commercialization, we are unable to accurately predict the timing or amount of increased expenses or when, or if, we will be able to achieve or maintain profitability. Until such time, if ever, as we can generate substantial revenue sufficient to achieve profitability, we expect to finance our operations through a combination of equity offerings and debt financings. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms, or at all. If we are unable to raise capital or enter into such agreements as, and when, needed, we may have to significantly delay, scale back or discontinue the further development and commercialization efforts of one or more of our products, or may be forced to reduce or terminate our operations. See the subsection entitled — “Liquidity and Capital Resources” below.

Recent Developments

FDA Approval

On February 20, 2026, the U.S. Food and Drug Administration (“FDA”) granted PMA approval for the Allurion Gastric Balloon System (AGBS), featuring the Allurion Smart Capsule. In the United States, the AGBS is indicated to promote short-term limited weight loss in adult individuals with obesity between the ages of 22 years and 65 years with a body mass index (BMI) ≥ 30 kg/m2 and ≤ 40 kg/m2 who have had at least one unsuccessful attempt at a weight loss program. The residence time for each balloon is variable with an average observed residence time of 15.3 weeks. The AGBS is to be used in conjunction with a moderate intensity lifestyle modification therapy program. The AGBS consists of up to two Allurion Balloons placed during a 10-month period.

Warrant Inducement

On February 24, 2026, Allurion Technologies, Inc. (the “Company”) entered into a warrant exercise inducement offer letter (the “Inducement Letter”) with certain holders (the “Exercising Holders”) of certain of the Company’s: (i) warrants issued in January 2025 to purchase shares of common stock, par value $0.0001 per share (“Common Stock”), with an exercise price of $6.00 per share (the “January 2025 Warrants”); (ii) warrants issued in February 2025 to purchase shares of Common Stock with an exercise price of $5.23 per share (the “February 2025 Warrants”); and (iii) warrants issued in November 2025 to purchase shares of Common Stock with an exercise price of $1.67 per share (the “November 2025 Warrants” and together with the January 2025 Warrants, February 2025 Warrants, the “Existing Warrants”).

Pursuant to the terms of the Inducement Letter, the Company agreed to amend the Existing Warrants by lowering the exercise price of the Existing Warrants to $1.15 per share. Additionally, the Exercising Holders agreed to exercise for cash certain of their Existing Warrants to purchase an aggregate of 2,659,565 shares of Common Stock in exchange for the Company’s agreement to issue to such Exercising Holder new warrants (the “New Warrants”) to purchase up to an aggregate of 5,319,130 shares of Common Stock. The Company received aggregate gross proceeds of approximately $3.1 million from the exercise of the Existing Warrants by the Exercising Holders.

Each New Warrant is exercisable into shares of Common Stock at a price per share of $1.15, will initially be exercisable following stockholder approval (the “Initial Exercise Date”), and will expire on the five-year anniversary of the Initial Exercise Date. Subject to limited exceptions, a holder of New Warrants will not have the right to exercise any portion of its New Warrants if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates) would beneficially own a number of shares of Common Stock in excess of 4.99% (or 9.99% at the Existing Holders’ option).

The Company has engaged Roth Capital Partners, LLC (“Roth”) as its financial advisor in connection with these transactions and will pay Roth a fee equal to 5.0% of its gross proceeds from the exercise of the Existing Warrants. The Company also agreed to pay Roth up to $40,000 for fees and expenses of legal counsel and other out-of-pocket expenses.

NYSE Continued Listing Standards

Key Factors Affecting Our Operating Results

We believe that our performance and future success depend on many factors that present significant opportunities but also pose risks and challenges, including those discussed below and in the “Risk Factors” section of our Annual Report on Form 10-K.

•

Market Acceptance. The growth of our business depends on our ability to gain broader acceptance of our current products by continuing to make health care providers aware of the benefits of our products to generate increased demand and frequency of use, and thus increase our sales. Our ability to grow our business will also depend on our ability to expand our customer base in existing or new target markets. Although we have increased the number of patients treated with our products through our established relationships and focused sales efforts, we cannot provide assurance that our efforts will continue to increase the use of our products.

•

Regulatory approval and timing and efficiency of new product introductions. We must successfully obtain timely approvals, maintain regulatory approval, successfully implement any remediation programs required by regulators to resume sales of the Allurion Balloon, and introduce new products that gain acceptance with health care providers. For our sales to grow, we will also need to obtain regulatory approval of our existing product and any new products or modifications/enhancements to our existing products in the markets that we operate in and new markets as applicable.

•

Sales force size and effectiveness. The speed at which newly hired salespeople become effective can impact our revenue growth or our costs incurred in anticipation of such growth. We intend to continue to improve and increase performance in our sales and marketing organization, and expand our international programs to help facilitate further adoption of our products as well as broaden awareness of our products to new customers.

•

Product and geographic mix; timing. Our financial results, including our gross margins, may fluctuate from period to period based on the timing of orders, fluctuations in foreign currency exchange rates, and the number of available selling days in a particular period, which can be impacted by a number of factors, such as holidays or days of severe inclement weather in a particular geography, the mix of products sold, and the geographic mix of where products are sold.

Operating Segments

We operate our business in a single segment and as one reporting unit, which is how our chief operating decision maker ("CODM"), our chief executive officer, reviews financial performance and allocates resources. The CODM reviews financial information presented on a regular basis at the consolidated level for purposes of allocating resources and evaluating financial performance. Since we operate as one operating segment, all required financial segment information can be found in the consolidated financial statements.

Components of Our Results of Operations

Revenue

We derive revenue from the sale of the Allurion Smart Capsule to customers, which are either distributors or health care providers. The Allurion Smart Capsule is the foundation of the Allurion Program, a holistic weight loss program that offers patients the opportunity to receive, and clinic and other health care providers the ability to deliver, behavior change assistance through their use of our remote patient support and monitoring tools.

Cost of Revenue

Cost of revenue consists primarily of costs that are closely correlated or directly related to the delivery of our products, including material costs, labor costs, and depreciation expense for fixed assets.

Operating Expenses

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of salaries and related expenses (including commissions) for our sales and marketing personnel. Marketing programs consist of advertising, training events, brand building, product marketing activities, and shipping costs.

Research and Development Expenses

Our research and development expenses consist of costs associated with performing research and development activities such as registering our products in various jurisdictions and performing clinical trials. These costs include salaries and benefits, stock-based compensation, non-capitalizable software development costs, product development costs, materials and supplies, clinical trial activities, registration expenses, depreciation of equipment, and other outside services.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and personnel-related costs, including stock-based compensation, for our personnel in executive, information technology, finance and accounting, human resources and other administrative functions. General and administrative expenses also include legal fees relating to corporate matters; professional fees paid for accounting, auditing, consulting and tax services; insurance costs; travel expenses; office and information technology costs; and facilities, depreciation and other expenses related to general and administrative activities, which include direct or allocated expenses for rent and maintenance of facilities and utilities.

Other Income (Expense)

Change in Fair Value of Warrants

The change in fair value of warrants consists of the expense recognized upon the mark to market of our warrant liabilities.

Change in Fair Value of Debt

The change in fair value of debt consists of the expense recognized upon the mark to market of our convertible debt.

Change in Fair Value of Revenue Interest Financing

The change in fair value of Revenue Interest Financing consists of the expense recognized upon the mark to market of the Revenue Interest Financing with RTW. See Note 9, Fair Value Measurements for further information.

Change in Fair Value of Earn-out Liabilities

The change in fair value of earn-out liabilities consists of the gain or loss recognized upon mark to market of the contingent earn-out consideration. See Note 9, Fair Value Measurements for further information.

Warrant Inducement Expense

Warrant inducement expense consists of the gain or loss recognized upon the Warrant Inducement and issuance of Inducement Warrants. See Note 11, Capital Stock and Stockholders Deficit for further information.

Other Income, net

Other income (expense), net consists of interest earned on our invested cash balances, which primarily consist of deposit accounts and money market funds, foreign currency transaction gains and losses and expense recognized upon the mark to market of the Share Obligation liability (as defined in Note 7, Debt, in the accompanying notes to the consolidated financial statements). See Note 9, Fair Value Measurements, for further information.

Results of Operations

Comparison of the Three Months Ended March 31, 2026 and 2025 (unaudited)

The following table summarizes our results of operations for the three months ended March 31, 2026 and 2025 (in thousands):


	Three Months Ended March 31,
	2026			2025			Change
Revenue	$	2,947		$	5,580		$	(2,633	)
Cost of revenue		1,718			1,419			299
Gross profit		1,229			4,161			(2,932	)
Operating expenses:
Sales and marketing		1,304			3,621			(2,317	)
Research and development		912			2,624			(1,712	)
General and administrative		2,744			5,198			(2,454	)
Total operating expenses:		4,960			11,443			(6,483	)
Loss from operations		(3,731	)		(7,282	)		3,551
Other income (expense):
Changes in fair value of warrants		4,324			5,669			(1,345	)
Changes in fair value of debt		(750	)		3,330			(4,080	)
Changes in fair value of Revenue Interest Financing		(1,820	)		(3,820	)		2,000
Changes in fair value of earn-out liabilities		—			910			(910	)
Warrant inducement expense		(4,145	)		—			(4,145	)
Other income (expense), net		49			(213	)		262
Total other income (expense):		(2,342	)		5,876			(8,218	)
(Loss) income before income taxes:		(6,073	)		(1,406	)		(4,667	)
Provision for income taxes:		(22	)		(95	)		73
Net (loss) income	$	(6,095	)	$	(1,501	)	$	(4,594	)

Revenue

Revenue decreased $2.6 million, or 47%, to $2.9 million for the three months ended March 31, 2026 compared to the same period in 2025. The decrease in revenue was primarily the result of lower investment in sales and marketing as we move our strategy to "business to business to customer" and away from direct to customer and distributor transitions initiated in the second quarter of 2025. The decrease was also driven by selling less or no product to certain distributors and accounts to manage our credit risk.

Cost of Revenue

Cost of revenue increased $0.3 million, or 21%, to $1.7 million for the three months ended March 31, 2026 compared to the same period in 2025. The increase in cost of revenue was a result of a $0.4 million increase and excess and obsolete inventory charges, partially offset by a decrease in cost of goods sold driven by decreased gastric balloon units sold and less labor and overhead absorbed due to lower production volumes.

Gross Profit

Gross profit decreased $2.9 million, or 70%, to $1.2 million for the three months ended March 31, 2026 compared to the same period in 2025. The decrease in gross profit was primarily the result of a $0.4 million increase in excess and obsolete inventory charges on lower sales and lower production volumes.

Operating Expenses

Sales and Marketing Expenses

Sales and marketing expenses decreased $2.3 million, or 64%, to $1.3 million for the three months ended March 31, 2026 compared to the same period in 2025. The decrease in sales and marketing expenses was primarily the result of a $1.5 million decrease in salaries and related benefits due to lower headcount as a result of the restructuring implemented during the third quarter of 2025, a

$0.3 million decrease in marketing expenditures driven by a reorganization of our selling and marketing spend focusing on more efficient channels and geographies, and a $0.2 million decrease in shipping and logistics expense.

Research and Development Expenses

Research and development expenses decreased $1.7 million, or 65%, to $0.9 million for the three months ended March 31, 2026 compared to the same period in 2025. The decrease in research and development expenses was primarily the result of a $0.8 million decrease in costs related to the AUDACITY clinical trial as the fourth and final module of the PMA was submitted to the FDA in June 2025 and we received FDA approval in February 2026, a $0.7 million decrease attributable to salaries and related benefit costs due to lower headcount as a result of the restructuring implemented during the third quarter of 2025, and a $0.1 million decrease in outside consulting costs.

General and Administrative Expenses

General and administrative expenses decreased $2.5 million, or 47%, to $2.7 million for the three months ended March 31, 2026 compared to the same period in 2025. The decrease in general and administrative expenses was primarily the result of a $1.6 million decrease in legal and professional fees, driven by $1.4 million of one-time financing costs during the three months ended March 31, 2025, a $0.5 million decrease in salaries and related benefit costs due to lower headcount as a result of the restructuring implemented during the third quarter of 2025, and a $0.2 million decrease in stock based compensation expense.

Other income (expense)

Change in Fair Value of Warrants

The $4.3 million gain attributable to the change in fair value of warrants for the three months ended March 31, 2026, compared to the same period in 2025, was due to mark to market fluctuations in our warrant liabilities due to the decline in value of our Common Stock during the applicable periods, as well as the issuance of the Inducement Warrants, for which there were no comparable mark to market fluctuations in the prior period.

Change in Fair Value of Debt

The $0.8 million loss attributable to the change in fair value of debt for the three months ended March 31, 2026, compared to the same period in 2025, was due to mark to market fluctuations in our convertible debt during the period.

Change in Fair Value of Revenue Interest Financing

The $1.8 million loss attributable to the change in fair value of the Revenue Interest Financing for the three months ended March 31, 2026, compared to the $3.8 million loss for the same period in 2025, was due to mark to market fluctuations in our Revenue Interest Financing during the period.

Change in Fair Value of Earn-Out Liabilities

The $0.9 million change in value of earn-out liabilities for the three months ended March 31, 2026, compared the same period in 2025, was due to fluctuations in our stock price.

Warrant Inducement Expense

The $4.1 million loss attributable to the Warrant inducement charge for the three months ended March 31, 2026, compared the same period in 2025, was due to a $5.9 million loss related to the issuance of the Inducement Warrants, partially offset by a $1.7 million gain related to change in fair value of the Existing Warrants.

Other Income, Net

The change in Other income, net for the three months ended March 31, 2026, compared to the same period in 2025, was a gain of $0.3 million attributable to a $0.1 million gain related to the Share Obligation.

Provision for Income Taxes

We recorded a provision for income taxes of less than $0.1 million for the three months ended March 31, 2026, compared to $0.1 million for the same period in 2025. The provision for income taxes is due to net income in certain foreign jurisdictions.

Liquidity and Capital Resources

Since our inception, we have primarily obtained cash to fund our operations through the sale of Common Stock and preferred stock, issuance of term loans, and issuance of convertible debt instruments. As of March 31, 2026 we had $5.1 million in cash and cash equivalents. We incurred operating losses of $3.7 million and $7.3 million for the three months ended March 31, 2026 and 2025, respectively. We incurred cash outflows from operating activities of $3.2 million and $9.5 million during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, we had an accumulated deficit of $257.1 million. We expect to continue to generate operating losses for the foreseeable future.

Our future capital requirements will depend on many factors, including:

•

the emergence of competing innovative weight loss solutions and other adverse business developments;

•

the timing and extent of our sales and marketing, and research and development, expenditures; and

•

any investments or acquisitions we may choose to pursue in the future.

Our revenue for the three months ended March 31, 2026 was $2.9 million, which represented a year-over-year decrease of 47%. The decrease in revenue was primarily the result of lower investment in sales and marketing as we move our strategy to "business to business to customer" and away from direct to customer and distributor transitions initiated in the second quarter of 2025. The decrease was also driven by selling less or no product to certain distributors and accounts to manage our credit risk. If our current cash and anticipated revenue and resulting cash flows from operations are insufficient to satisfy our liquidity requirements, due to increased expenditures, lower demand for our sales of our gastric balloon system, the occurrence of other events, or the realization of the risks described in our Annual Report on Form 10-K under the heading "Risk Factors," we may be required to raise additional capital through the issuances of public or private equity or debt financing or other capital sources earlier than expected.

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. Additionally, the Company has entered into an Exchange Agreement with RTW, as disclosed in Note 11, Capital Stock and Stockholders Deficit, under which the Company's existing credit facilities will be exchanged for preferred stock upon the satisfaction of certain closing conditions. Based on the Company's recurring losses from operations incurred since inception, its expectation of continuing operating losses for the foreseeable future, the potential need to raise additional capital to finance its future operations, and noncompliance 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 the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q are issued.

Financing Arrangements

Revenue Interest Financing Agreement

On August 1, 2023, we received $40.0 million in proceeds from the Revenue Interest Financing Agreement with RTW, which matures in December 2030. We entered into the Revenue Interest Financing Agreement on February 9, 2023 and received the proceeds at the closing of the Business Combination. On April 14, 2024, the Revenue Interest Financing Agreement was amended to, among other things, increase the rate of revenue interest payments to be paid to RTW. The Revenue Interest Financing Agreement, as subsequently amended by the Omnibus Amendment, is included in Revenue Interest Financing liability on our consolidated balance sheet as of December 31, 2025. See Note 8, Revenue Interest Financing, Side Letter, and PIPE Conversion Option in the notes to our annual consolidated financial statements for the years ended December 31, 2025 and 2024 for additional details regarding the Revenue Interest Financing Agreement.

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 an additional Revenue Interest Financing Agreement. Accordingly, on October 30, 2024, the Company and the funds affiliated with RTW entered into the New RIFA.

Chardan Purchase Agreement

On December 18, 2023, we entered into the ChEF Purchase Agreement with Chardan. Pursuant to the ChEF Purchase Agreement, we have the right from time to time at our option to sell to Chardan up to the lesser of (i) $100,000,000 in aggregate gross purchase price of newly issued shares of our common stock, and (ii) the Exchange Cap, subject to certain conditions.

The Company had sold all shares registered under the Exchange Cap, or 377,879 shares of Common Stock to Chardan at a purchase price of $1.8 million in connection with the Purchase Agreement as of the year ended December 31, 2025.

Note Purchase Agreement

On April 16, 2024, we received $48.0 million in gross proceeds from the Amended Note Purchase Agreement with RTW, which proceeds were used to repay all outstanding principal, accrued and unpaid interest and other obligations with respect to the Fortress Term Loan.

On April 15, 2025, we entered into the Second Amendment to Note Purchase Agreement with the Purchasers and RTW. On April 16, 2025, pursuant to the Second Amendment to Note Purchase Agreement, the Purchasers provided notice of conversion of $5.0 million of principal amount of the RTW Convertible Notes based on the closing price of the Common Stock on the immediately preceding trading day and resulting market capitalization of less than $15.0 million. The parties agreed that the Market Capitalization Condition was triggered and such mandatory conversion of $5.0 million of principal amount of the RTW Convertible Notes shall

occur at the floor price of $3.35 per share. We subsequently issued an aggregate of 1,492,539 shares of Common Stock (subject to rounding for fractional shares) in accordance with the terms of the Second Amendment to Note Purchase Agreement.

On November 4, 2025, pursuant to the terms of the Second Amendment to Note Purchase Agreement, the Purchasers provided notice of conversion of $5.0 million of principal amount of the RTW Convertible Notes at the Floor Conversion Rate, which notice was accepted by the Company on November 5, 2025. The Company subsequently issued an aggregate of 1,492,539 shares of Common Stock to the Purchasers in accordance with the terms of the Second Amendment to Note Purchase Agreement.

As of March 31, 2026, $38.0 million of the RTW Convertible Notes remains outstanding (excluding accrued PIK interest) and is included in current portion of convertible notes payable on our consolidated balance sheets at fair value. See Note 7, Debt, in the notes to our annual consolidated financial statements for the years ended December 31, 2025 and 2024 for additional details related to the Notes.

July 2024 Public Offering and Concurrent Private Placement

On July 1, 2024, we received $15.2 million in net proceeds from the issuance of 576,261 shares of Common Stock and 662,701 warrants to purchase Common Stock, and $2.5 million in net proceeds from the sale and issuance of 2,260,159 shares of Series A Preferred Stock (as converted to 90,407 shares of Common Stock following the Series A Stockholder Approval and Reverse Stock Split) and 90,407 private placement warrants to purchase Common Stock, in each case at an offering price of $30.00 per share and accompanying warrant. On July 5, 2024, the Underwriters partially exercised their option to purchase an additional 77,091 shares of Common Stock for additional net proceeds of $2.2 million.

January 2025 RTW Private Placement

On January 16, 2025, we received net proceeds of $2.5 million from the issuance of 841,751 shares of Common Stock to funds affiliated with RTW at a purchase price of $2.97 per share.

January 2025 Public Offering and Concurrent Private Placement

On January 27, 2025, we received net proceeds of $5.8 million, from the issuance of 1,240,000 shares of Common Stock and 1,240,000 January 2025 Warrants at an offering price of $6.00 per share and accompanying warrant.

Leavitt Private Placement

On February 20, 2025, we received net proceeds of $1.3 million, from the issuance of 267,686 shares of Common Stock and 535,372 Leavitt Private Placement Warrants at an offering price of $5.23 per share and accompanying warrant.

February 2025 Public Offering and Concurrent Private Placement

On February 20, 2025, the Company received net proceeds of $3.9 million, from the issuance of 900,000 shares of Common Stock and 1,800,000 February 2025 Warrants at an offering price of $5.23 per share and accompanying warrant.

November 2025 Private Placement

On November 11, 2025, the Company entered into the November 2025 Securities Purchase Agreement with certain accredited investors named therein, pursuant to which the Company agreed to issue and sell 2,994,012 November 2025 Private Placement Shares and accompanying November 2025 Private Placement Warrants to purchase up to 2,994,012 shares of Common Stock for an aggregate purchase price of approximately $5.0 million at a purchase price of $1.67 per share and accompanying Private Placement Warrant.

Exchange Agreement with RTW

On November 11, 2025, the Company entered into the Exchange Agreement with certain entities managed by RTW, pursuant to which RTW has agreed to exchange all of the (i) principal amount of the Notes, purchased pursuant to the terms of the Note Purchase Agreement, including interest accrued on the Notes; (ii) Company obligations under the Revenue Interest Financing Agreement; and (iii) Company obligations under the New RIFA for shares of Series B Preferred Stock.

Warrant Inducement

On February 24, 2026, the Company entered into the Inducement Letter with certain holders of its Existing Warrants, pursuant to which these holders agreed to exercise for cash certain of their Existing Warrants to purchase an aggregate of 2,659,565 shares of Common Stock (the “Warrant Inducement”) in exchange for the Company's agreement to issue to such holder new warrants (the “Inducement Warrants”) to purchase up to an aggregate of 5,319,130 shares of Common Stock at an exercise price of $1.15. The Warrant Inducement resulted in approximately $3.1 million of gross proceeds.

Material Cash Requirements for Known Contractual and Other Obligations

Leases

We have entered into various non-cancellable operating leases for our corporate office, manufacturing facilities, research and development labs, management office space and certain equipment. The leases have varying terms expiring between 2026 and 2028. See Note 15, Commitments and Contingencies for additional details related to our noncancelable operating leases.

RTW Convertible Notes

On April 16, 2024, we received $48 million in gross proceeds from the Amended Note Purchase Agreement with RTW, which proceeds were used to repay all outstanding principal, accrued and unpaid interest and other obligations with respect to the Fortress Term Loan.

On April 15, 2025, we entered into the Second Amendment to Note Purchase Agreement. On April 16, 2025, pursuant to the Second Amendment to Note Purchase Agreement, the Purchasers provided notice of conversion of $5.0 million of principal amount of the RTW Convertible Notes based on the closing price of the Common Stock on the immediately preceding trading day and resulting market capitalization of less than $15.0 million. The parties agreed that the Market Capitalization Condition was triggered and such mandatory conversion of $5.0 million of principal amount of the RTW Convertible Notes shall occur at the floor price of $3.35 per share. We subsequently issued an aggregate of 1,492,539 shares of Common Stock (subject to rounding for fractional shares) in accordance with the terms of the Second Amendment to Note Purchase Agreement. On November 4, 2025, the Purchasers provided notice of a conversion of $5.0 million of principal amount of RTW Convertible Notes and we accepted the notice on November 5, 2025. We subsequently issued an aggregate of 1,492,539 shares of Common Stock (subject to rounding for fractional shares) at the floor price of $3.35 per share in accordance with the terms of the Second Amendment to Note Purchase Agreement.

Revenue Interest Financing

We received $40.0 million in proceeds from the Revenue Interest Financing Agreement with RTW on August 1, 2023. In exchange, we are obligated to remit to RTW certain 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 certain specified rates. On April 14, 2024, the Revenue Interest Financing Agreement was amended to, among other things, increase the rate of revenue interest payments to be paid to RTW for net sales less than or equal to $100 million prior to December 31, 2026 was increased from 6% to 12%, and increase the royalty rate on net sales less than or equal to $100 million on or after January 1, 2027 was increased from 10% to 12%.

If RTW has not received aggregate revenue interest payments equal to at least 100% of the Investment Amount by December 31, 2027, we must make a cash payment in an amount sufficient to catch RTW up to 100% of the Investment Amount. If RTW has not received revenue interest payments equal to at least 240% of the Investment Amount by December 31, 2030, we must make a cash payment in an amount sufficient to catch RTW up to 240% of the Investment Amount.

Further, on October 22, 2024, funds affiliated with RTW provided notice to the Company of their election under the Amended and Restated RTW Side Letter (as amended) to surrender 30,000 shares of Common Stock of the Company representing $7.5 million in consideration for an additional Revenue Interest Financing Agreement. Accordingly, on October 30, 2024, the Company and the funds affiliated with RTW entered into the New RIFA. The New RIFA has substantially identical terms and conditions as the RIFA Amendment, except that the amount of financing provided under the Additional Revenue Interest Financing Agreement is equal to the conversion amount of $7.5 million.

Research and Development Costs

We have completed our U.S. FDA AUDACITY clinical trial after submitting the fourth and final module of the PMA in June 2025 and receiving FDA approval in February 2026 and expect our expenses to decrease significantly as we continue to make payments related to the obligations with each clinical trial site. Our clinical trial costs are dependent on, among other things, the size, number, and length of our clinical trial.

Other Capital Requirements

We enter into agreements in the normal course of business with various vendors, which are generally cancelable upon notice. Payments due upon cancellation typically consist only of payments for services provided or expenses incurred, including non-cancelable obligations of service providers, up to the date of cancellation.

Cash Flows

The following table sets forth a summary of cash flows for the periods presented:


	Three Months Ended March 31,
(In thousands)	2026			2025
Net cash used in operating activities	$	(3,221	)	$	(9,469	)
Net cash used in investing activities		—			—
Net cash provided by financing activities		2,866			14,499
Net increase (decrease) in cash and cash equivalents, and restricted cash	$	(355	)	$	5,030

Net Cash Used in Operating Activities

Three Months Ended March 31, 2026

During the three months ended March 31, 2026, operating activities used $3.2 million of cash resulting from a net loss of $6.1 million, cash used from changes in our operating assets and liabilities of $1.0 million, partially offset non-cash expenses of $3.9 million.

Non-cash expense consisted of $4.1 million of warrant inducement expense, $1.8 million of expense related to the change in fair value of our Revenue Interest Financing, $0.8 million of expense related to the change in fair value of debt, $0.6 million of stock-based compensation expense, a $0.4 million provision for inventory, $0.2 million of issuance costs associated with warrants recorded at fair value, $0.2 million of depreciation and amortization, $0.1 million of non-cash lease expense, and $0.1 million of unrealized losses. This non-cash expense was partially offset by $4.3 million of income related to the change in fair value of warrants and $0.1 million of income related to the change in fair value of the Share Obligation.

Net cash used in our operating assets and liabilities consisted of a $1.7 million decrease in accounts payable, accrued expenses, and other current liabilities and a $0.1 million decrease in our lease liabilities. This was partially offset by a $0.4 million decrease in accounts receivable, a $0.2 million decrease in inventory, and a $0.2 million decrease in prepaid expenses.

Three Months Ended March 31, 2025

During the three months ended March 31, 2025, operating activities used $9.5 million of cash resulting from cash used from changes in our operating assets and liabilities of $4.8 million, non-cash income of $3.2 million, and a net loss of $1.5 million.

Non-cash income consisted of $5.7 million of income related mark to market adjustments related to our warrant liabilities, $3.3 million of income related to the change in fair value of our convertible debt, $0.9 million of income related to the change in fair value of our earn-out liabilities, and $0.3 million on unrealized gains. This non-cash income was partially offset by $3.8 million of expense related to the change in fair value of our Revenue Interest Financing, $1.1 million of issuance costs associated with warrants recorded at fair value, $0.9 million of stock-based compensation expense, a $0.7 million loss on changes in fair value of the Share Obligation, $0.2 million of non-cash lease expense, and $0.2 million of depreciation and amortization expense.

Net cash used in our operating assets and liabilities consisted of a $3.9 million decrease in accounts payable, accrued expenses, and other current liabilities, a $0.9 million increase in accounts receivable, and a $0.2 million decrease in our lease liabilities, partially offset by a $0.1 million decrease in prepaid expenses, other current and long-term assets and a less than $0.1 million decrease in inventory.

The net decrease in accounts payable, accrued expenses and other current liabilities was primarily related to decreased expenses resulting from the restructuring implemented during the fourth quarter of 2024 and timing of payments. The increase in accounts receivable was the result of an increase in revenue and decrease in cash collections.

Net Cash Used in Investing Activities

Three Months Ended March 31, 2026 and 2025

During the three months ended March 31, 2026 and 2025, cash used in investing activities was zero.

Net Cash Provided by Financing Activities

Three Months Ended March 31, 2026 and 2025

During the three months ended March 31, 2026, cash provided by financing activities was $2.9 million of net proceeds from the Warrant Inducement.

During the three months ended March 31, 2025, cash provided by financing activities was $14.5 million, consisting of $14.5 million of net proceeds from the RTW Private Placement, January 2025 Offering, February 2025 Offering, and Leavitt Private Placement.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States. The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, costs and expenses, and the disclosure of contingent assets and liabilities in our condensed consolidated financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.

There have been no material changes in our critical accounting policies and significant judgments and estimates as compared to those disclosed in “Part II, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. See Note 2, Summary of Significant of Accounting Policies in the accompanying notes to the condensed consolidated financial statements included in Part 1, Item 1 of this Quarterly Report on Form 10-Q for additional details of our accounting policies.

Recent Accounting Pronouncements

See Note 2, Summary of Significant of Accounting Policies in the accompanying notes to the condensed consolidated financial statements included in Part 1, Item 1 of this Quarterly Report on Form 10-Q for a description of recently issued accounting pronouncements that may potentially impact our financial position, results of operations or cash flows.

Emerging Growth Company and Smaller Reporting Company

We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that (i) we are no longer an emerging growth company or (ii) we affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. We may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for private companies.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K, which allows us to take advantage of certain exemptions from disclosure requirements including exemption from compliance with the auditor attestation requirements of Section 404. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of the shares of our Common Stock held by non-affiliates exceeds $250 million as of the prior June 30, and (ii) our annual revenue exceeded $100 million during such completed fiscal year or the market value of the shares of our Common Stock held by non-affiliates exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

We had cash and cash equivalents totaling $5.1 million at March 31, 2026. Cash equivalents were invested primarily in money market funds. Our investment policy is focused on the preservation of capital and supporting our liquidity needs. Under our investment policy, we invest in highly rated securities, issued by the U.S. government or liquid money market funds. We do not invest in financial instruments for trading or speculative purposes, nor do we use leveraged financial instruments. We utilize external investment managers who adhere to the guidelines of our investment policy. A hypothetical 10% change in interest rates would not have a material impact on the value of our cash, cash equivalents, net loss or cash flows.

As of March 31, 2026, we had no variable rate debt outstanding.

Foreign Currency Exchange Risk

We are exposed to foreign currency risks that arise from normal business operations. These risks include transaction gains and losses associated with transactions denominated in currencies other than a location’s functional currency and the remeasurement of foreign currencies to our U.S. dollar reporting currency. As such, we have exposure to adverse changes in exchange rates associated with operating expenses of our foreign operations. Transaction gains or losses are included in Other income (expense), net in the condensed consolidated statements of operations, as incurred.

We believe that a 10% increase or decrease in current exchange rates between the U.S. dollar and our foreign currencies could have a material impact on our business, financial condition or results of operations. Our primary exposures related to foreign currency denominated sales and expenses are in Europe and we also have exposure in the Middle East and the Asia-Pacific region, and are monitoring potential developing exposure in the Latin American, Canadian and African markets.

To date, we have not engaged in any foreign currency hedging activities. As our international operations grow, we will continue to reassess our approach to managing the risks relating to fluctuations in foreign currency exchange rates. During the three months ended March 31, 2026, the effect of an immediate 10% adverse change in foreign exchange rates on foreign-denominated accounts would have had an impact of approximately 5% on revenues and 1% on expenses and would have impacted our net loss by approximately less than 1%. During the three months ended March 31, 2025, the effect of an immediate 10% adverse change in foreign exchange rates on foreign-denominated accounts would have had an impact of approximately 5% on revenues and 3% on expenses and would have impacted our net loss by approximately 1%.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Our Chief Executive Officer, who is our principal executive officer and principal financial officer, has reviewed and evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that review and evaluation, the Chief Executive Officer has concluded that the Company's disclosure controls and procedures were not effective as of March 31, 2026 as a result of the material weaknesses in our internal control over financial reporting discussed below.

In connection with the audits of our consolidated financial statements as of and for the years ended December 31, 2025 and 2024, we identified material weaknesses in our internal control over financial reporting that we are currently working to remediate, which relate to: (a) insufficient segregation of duties in the financial statement close process; (b) a 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; and (c) insufficient information systems controls, including access and change management controls. We have concluded that these material weaknesses in our internal control over financial reporting occurred because we did not have the necessary business processes, personnel and related internal controls to operate in a manner to satisfy the accounting and financial reporting timeline requirements prior to being a public company.

We are focused on designing and implementing effective internal controls measures to improve our evaluation of disclosure controls and procedures, including internal control over financial reporting, and remediating the material weaknesses. In order to remediate these material weaknesses, we have taken and plan to take the following actions:

•

hiring and planned continued hiring of additional accounting staff with public company experience,

•

implemented a new enterprise resource planning system to replace the prior enterprise resource planning system,

•

implementation of additional review controls and processes requiring timely account reconciliation and analyses of certain transactions and accounts, and

•

hired a national accounting firm to assist in the design and implementation of controls and remediation of controls gaps.

While progress has been made to enhance our internal control over financial reporting, we are still in the process of building and enhancing our processes, procedures, and controls. Additional time is required to complete the remediation of these material weaknesses and the assessment to ensure the sustainability of these remediation actions. We believe the above actions, when complete, will be effective in the remediation of the material weaknesses described above.

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not currently a party to any material legal proceedings. Regardless of outcome, such proceedings or claims can have an adverse impact on the Company because of defense and settlement costs, diversion of resources and other factors, and there can be no assurances that favorable outcomes will be obtained.

On August 12, 2025, Vanderbilt University Medical Center (“Vanderbilt”) filed a complaint against us in the United States District Court for the Middle District of Tennessee, captioned Vanderbilt University Medical Center v. Allurion Technologies, Inc., d/b/a Allurion. Vanderbilt’s complaint alleges that we breached the Clinical Trial Agreement, dated June 30, 2022, by and between us and Vanderbilt, related to the clinical trial for the Allurion Balloon by failing to reimburse medical expenses incurred in treating a patient enrolled in such trial at Vanderbilt. Vanderbilt was seeking damages of approximately $2.5 million. In April 2026, the Company and Vanderbilt agreed to settle this dispute and release all claims related to the same for payment of $750,000, paid in three equal monthly installments beginning on May 1, 2026.

Item 1A. Risk Factors.

Information regarding risk factors appears in Part I, Item 1A. "Risk Factors" of our Annual Report on Form 10-K. There have been no material changes from the risk factors previously disclosed in such Annual Report on Form 10-K. In addition to the matters set forth herein, investors should review the risks factors and other information provided in the Annual Report on Form 10-K prior to making an investment in the Company. Our business, financial condition and operating results can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in the Annual Report on Form 10-K, any one or more of which could, directly or indirectly, cause our actual financial condition and operating results to vary materially from past, or from anticipated future, financial conditions and operating results. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results and stock price.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

Unregistered Sales of Equity Securities, Use of Proceeds

Not applicable.

Issuer Purchases of Equity Securities

Not applicable.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

(a) Notice of Delisting

On May 11, 2026, we received a letter (the “Delisting Notice”) from the staff of the New York Stock Exchange (the “Exchange” or “NYSE”) indicating that we do not meet certain of the Exchange’s continued listing standards as set forth in Section 802.01C of the NYSE Listed Company Manual that require listed companies to maintain an average closing price of a security of not less than $1.00 over a consecutive 30 trading-day period.

We are required to notify the NYSE within 10 business days of receipt of the Delisting Notice, or Tuesday, May 26, 2026, of our intent to cure the trading price deficiency or be subject to suspension and delisting procedures. Provision by us of notice of intent to cure the deficiency will enable us to qualify for a six-month cure period. As described below, our securities have been suspended from trading on the NYSE as a result of other deficiencies. Nevertheless, we intend to seek to cure the trading price deficiency and to provide the NYSE with the required notice of such intent in a timely manner. The cure of such trading price deficiency may be effectuated through implementation of the reverse stock split previously approved by our stockholders.

As previously reported, on March 2, 2026, we received a notice from the Exchange stating that we were not in compliance with the continued listing criteria of Section 802.01B of the NYSE Listed Company Manual, which requires us to maintain either (i) at least $50 million of stockholders’ equity or (ii) at least $50 million of total market capitalization on a 30-trading day average basis; and on August 29, 2024, we received a notice from the Exchange stating that we were not in compliance with the continued listing criteria of Section 802.01B of the NYSE Listed Company Manual. We have a right to a review these prior determinations by a Committee of the Board of Directors of the Exchange (the “Committee”), have appealed the NYSE’s previous determinations to commence delisting proceedings, and have a review by the Committee scheduled for July 16, 2026.

Nevertheless, because our market capitalization is below $15 million, trading of our securities on the NYSE is currently suspended pending the resolution of our appeal. Our securities are currently being traded on the OTCQB exchange.

Our efforts to regain compliance with the continued listing requirements of the NYSE or gain compliance with the initial listing requirements of another exchange, such as the NYSE American, are ongoing and include discussions and negotiations with existing creditors and security holders, as well as capital raising efforts. In furtherance thereof, we have previously announced an agreement with our largest creditor to exchange all of its outstanding debt securities for shares of preferred stock at an exchange ratio representing a substantial premium to the Company’s current trading price, subject to certain conditions, and have completed a warrant inducement transaction. Nevertheless, there can be no assurance that we will be able to regain compliance with the Exchange’s continued listing standards or gain compliance with the initial listing requirements of another nationally recognized securities exchange.

The Delisting Notice does not affect our ongoing business operations or our reporting requirements with the Securities and Exchange Commission. The Delisting Notice has no immediate impact on the listing of our shares of common stock, par value $0.0001 per share (the “Common Stock”) or our warrants to purchase 0.056818 shares of Common Stock, with an exercise price of $202.50 per share of Common Stock (the “Warrants”), which will continue to be listed and traded on the OTCQB exchange during the Exchange’s review period, subject to our compliance with the other listing requirements of the OTCQB exchange.

If the Common Stock ultimately were to be delisted from the Exchange for any reason, such delisting could negatively impact us by (i) reducing the liquidity and market price of our Common Stock and Warrants; (ii) reducing the number of investors willing to hold or acquire the Common Stock and Warrants, which could negatively impact our ability to raise equity financing; (iii) limiting our ability to use a registration statement to offer and sell freely tradable securities, thereby preventing us from accessing the public capital markets; and (iv) impairing our ability to provide equity incentives to its employees.

(c) None of our directors or “officers,” as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, adopted or terminated a Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1 trading plan or arrangement, as defined in Item 408(c) of Regulation S-K, during the fiscal quarter covered by this Quarterly Report on Form 10-Q.

Item 6. Exhibits.

The following list of exhibits includes exhibits submitted with this Quarterly Report on Form 10-Q as filed with the SEC and those incorporated by reference to other filings.


Exhibit Number	Description	Incorporated by Reference herein from - Form or Schedule	File Number	Exhibit	Filed Date
3.1	Amended and Restated Certificate of Incorporation of Allurion Technologies, Inc. (f/k/a Allurion Technologies Holdings, Inc.)	8-K	001-41767	3.1	August 7, 2023
3.2	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Allurion Technologies, Inc.	8-K	001-41767	3.1	December 31, 2024
3.3	Bylaws of Allurion Technologies, Inc. (f/k/a Allurion Technologies Holdings, Inc.)	8-K	001-41767	3.2	August 7, 2023
4.1	Warrant Agreement, dated February 4, 2021, between Compute Health Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent.	8-K	001-40001	4.1	February 9, 2021
4.2	Amendment to Warrant Agreement, dated August 1, 2023, by and between Compute Health and Continental Stock Transfer & Trust Company.	8-K	001-41767	4.2	August 7, 2023
4.3	Warrant Assignment, Assumption and Amendment Agreement, dated August 1, 2023, by and among Compute Health Acquisition Corp., New Allurion Holdings, Inc., and Continental Stock Transfer & Trust Company.	8-K	001-41767	4.3	August 7, 2023
4.4	Description of Capital Stock.	10-K/A	001-41767	4.4	August 19, 2025
4.5	Form of Public Warrant.	8-K	001-41767	4.1	July 1, 2024
4.6	Form of Private Placement Warrant.	8-K	001-41767	4.2	July 1, 2024
4.7	Form of Common Warrant (January 2025).	8-K	001-41767	4.1	January 28, 2025
4.8	Form of Common Warrant (February 2025).	8-K	001-41767	4.1	February 21, 2025
4.9	Form of Private Placement Warrant (February 2025).	8-K	001-41767	4.2	February 21, 2025
4.10	Form of Private Placement Warrant (November 2025).	8-K	001-41767	4.1	November 12, 2025
4.11	Form of New Warrant.	8-K	001-41767	4.1	February 25, 2026
10.1	Form of Inducement Letter.	8-K	001-41767	10.1	February 25, 2026
31.1*	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

** Furnished herewith

# Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

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 thereunto duly authorized.


	Allurion Technologies, Inc.

Date: May 15, 2026	By:	/s/ Shantanu Gaur
		Shantanu Gaur
		Chief Executive Officer and President
		Principal Executive Officer and Principal Financial Officer