Allurion Technologies, Inc 8-K, filed Mar 2, 2026
Allurion Technologies, Inc. (ALUR)
About this 8-K
Allurion Technologies, Inc filed this 8-K on March 2, 2026.
Items reported
- Item 3.01: Delisting notice or listing transfer
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices, including Zip Code)
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On March 2, 2026, Allurion Technologies, Inc., a Delaware corporation (the “Company”) announced that it received a letter (the “Delisting Notice”) from the staff of the New York Stock Exchange (the “Exchange” or “NYSE”) indicating that the Company does not meet certain of the Exchange’s continued listing standards as set forth in Section 802.01B of the NYSE Listed Company Manual that require listed companies to maintain either (i) at least $50 million in stockholders’ equity or (ii) at least $50 million in total market capitalization on a 30-trading day average basis and that the Exchange will be commencing delisting proceedings. As previously reported, on August 29, 2024, the Company received a notice from the Exchange stating that the Company was not in compliance with the continued listing criteria of Section 802.01B. The Company has a right to a review of this determination by a Committee of the Board of Directors of the Exchange (the “Committee”). The Company intends to appeal the NYSE’s determination to commence delisting proceedings and will request a review by the Committee. The Company’s securities will continue trading on the NYSE pending such appeal, subject to the Company’s compliance with the other listing requirements of the Exchange.
While the Company is working diligently to regain compliance and intends to appeal the NYSE staff determination, there can be no assurance that an appeal will be successful. If the Committee determines that the trading in the Company’s securities should be suspended, the Exchange staff will promptly initiate delisting proceedings.
The Company’s efforts to regain compliance with the continued listing requirements of the NYSE or gain compliance with the initial listing requirements of another exchange are ongoing and include discussions and negotiations with existing creditors and security holders, as well as capital raising efforts. In furtherance thereof, the Company has previously announced an agreement with its 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 the completion of a warrant inducement transaction on February 24, 2026. Nevertheless, there can be no assurance that the Company will be able to achieve 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 has no immediate impact on the listing of the Company’s shares of common stock, par value $0.0001 per share (the “Common Stock”) or the Company’s 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 Exchange during the Exchange’s review period, subject to the Company’s compliance with the other listing requirements of the Exchange. The Delisting Notice does not affect the Company’s ongoing business operations or its reporting requirements with the Securities and Exchange Commission.
If the Common Stock ultimately were to be delisted from the Exchange for any reason, such delisting could negatively impact the Company by (i) reducing the liquidity and market price of the Company’s Common Stock and Warrants; (ii) reducing the number of investors willing to hold or acquire the Common Stock and Warrants, which could negatively impact the Company’s ability to raise equity financing; (iii) limiting the Company’s ability to use a registration statement to offer and sell freely tradable securities, thereby preventing the Company from accessing the public capital markets; and (iv) impairing the Company’s ability to provide equity incentives to its employees.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. federal and state securities laws. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions and include statements regarding the Company’s intention to appeal the delisting determination and the potential success of such appeal; the possibility of becoming listed on a different nationally recognized securities exchange; its intention to remain listed on a nationally recognized securities exchange and its options to regain compliance with the Exchange’s continued listing standards. Forward-looking statements are predictions, projections and other statements about future events that reflect the current beliefs and assumptions of the Company’s management based on information currently available to them and, as a result, are subject to risks and uncertainties. Many factors could cause actual future results or developments to differ materially from the forward-looking statements in this communication, including
but not limited to (i) the ability of the Company to maintain regulatory approvals for and successfully commercialize its products and offerings, including the Allurion Balloon, (ii) the timing of, and results from, the Company’s clinical studies and trials, (iii) the evolution of the markets in which the Company competes, (iv) the ability of the Company to defend its intellectual property and satisfy regulatory requirements, (v) the impact of global economic conditions and geopolitical events on the Company’s business, (vi) the Company’s expectations regarding its market opportunities, (vii) the risk of economic downturns and a changing regulatory landscape in the highly competitive industry in which the Company operates, (viii) the risk that the Delisting Notice and noncompliance with NYSE continued listing standards may impact the Company’s results of operations, business operations and reputation and the trading prices and volatility of the Company’s common stock, (ix) the Company’s ability to regain compliance with NYSE continued listing standards or to satisfy the initial listing standards of another nationally recognized securities exchange. The foregoing list of factors is not exhaustive and (x) the Company’s ability to complete a transaction or transactions to achieve compliance with the Exchange’s requirements on acceptable terms, or at all. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed on March 27, 2025, and as amended on August 19, 2025, and updated from time to time by its other filings with the SEC, and its Quarterly Report on Form 10-Q filed with the SEC on November 17, 2025. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. Allurion undertakes no obligation to update any forward-looking statements to reflect any new information, events, or circumstances after the date they are made, or to reflect the occurrence of unanticipated events, other than as required by applicable law.
| Item 8.01 | Other Events. |
On March 2, 2026, the Company issued a press release announcing the receipt of the Delisting Notice and its intent to appeal the delisting determination described above.
The press release is filed as Exhibit 99.1 and is hereby incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit |
Description | |
| 99.1 | Press Release dated March 2, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: March 2, 2026 | Allurion Technologies, Inc. | |||||
| By: | /s/ Brendan M. Gibbons | |||||
| Name: | Brendan M. Gibbons | |||||
| Title: | Chief Legal Officer | |||||
Exhibit 99.1
Allurion Intends to Appeal NYSE Notice of Delisting While Executing Plan to Regain Compliance and Expects to Remain Trading
Company’s recent FDA approval catalyzes plan to regain compliance with listing requirements of NYSE or another exchange; shares of common stock expected to continue trading on NYSE during appeal process
NATICK, Mass. – March 2, 2026 – Allurion Technologies, Inc. (the “Company”) (NYSE: ALUR), a pioneer in metabolically healthy weight loss, has received notice from the New York Stock Exchange (NYSE) that it intends to initiate delisting proceedings against Allurion after the Company was unable to demonstrate that it had regained compliance with Section 802.01B of the Listed Company Manual requiring listed companies to maintain either (i) at least $50 million in stockholders’ equity or (ii) at least $50 million in total market capitalization on a 30-trading day average basis. The Company has a right to a review of this determination by a Committee of the Board of Directors of the Exchange (the “Committee”).
Allurion intends to appeal, and the Company expects its common stock to continue to trade on the NYSE during the appeal process.
“We have been in regular contact with the NYSE about our step-by-step plan to regain compliance with its listing standards or initiate listing on the NYSE American,” said Dr. Shantanu Gaur, Founder and Chief Executive Officer. “The first step in our plan was receiving FDA approval on February 20, 2026. We believe this approval will catalyze the remaining parts of our plan to regain compliance or relist, and we expect our common stock to remain trading on the NYSE while we execute this plan.”
The Company’s efforts to regain compliance with the continued listing requirements of the NYSE or gain compliance with the initial listing requirements of another exchange are ongoing and include discussions and negotiations with existing creditors and security holders, as well as capital raising efforts. In furtherance thereof, the Company has previously announced an agreement with its 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 the completion of a warrant inducement transaction on February 24, 2026.
While the Company is working diligently to regain compliance and intends to appeal the NYSE staff determination, there is no guarantee that the Company will regain compliance with and remain listed on the NYSE, or be able to relist on another national exchange.
Forward-Looking Statements
This press release contains forward-looking statements that reflect Allurion’s beliefs and assumptions based on information currently available. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terms, although not all forward-looking statements contain these words. Although Allurion believes it has a reasonable basis for each forward-looking statement contained in this release, these statements involve risks and uncertainties that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements.
Forward-looking statements in this press release include, but are not limited to, statements regarding: our efforts to regain compliance with the NYSE continued listing standards or apply for an initial listing on another exchange; our ability to obtain capital through an equity financing or otherwise; our expectations relating to the use of the Allurion Gastric Balloon System (including in combination with GLP-1 therapies) to treat obesity, including with respect to its therapeutic benefits and the acceptance of Allurion’s products in the marketplace; our estimates regarding the number of patients using GLP-1 therapies; establishing a new standard for weight loss; pioneering in, and providing more patients and providers access to, metabolically healthy weight loss; and other statements about future events that reflect the current beliefs and assumptions of Allurion’s management based on information currently available to management.
Allurion cannot assure you that the forward-looking statements in this press release will prove to be accurate. These forward looking statements are subject to a number of risks and uncertainties, including, among others, general economic, political and business conditions; the ability of Allurion to obtain and maintain regulatory approval for, and successfully commercialize, the Allurion Gastric Balloon System, including the Allurion Smart Capsule; the timing of, and results from, Allurion’s clinical studies and trials, including with respect to the combination of GLP-1s with the Allurion Smart Capsule; the evolution of the markets in which Allurion competes, including the impact of GLP-1 drugs; the ability of Allurion to regain compliance with the continued listing standards of the New York Stock Exchange or qualify for an initial listing on another exchange; a changing regulatory landscape in the highly competitive industry in which Allurion competes; the impact of the imposition of current and potential tariffs and trade negotiations, and those factors discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 27, 2025, and as amended on August 19, 2025, and updated from time to time by its other filings with the SEC, and its Quarterly Report on Form 10-Q filed with the SEC on November 17, 2025. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. Allurion undertakes no obligation to update any forward-looking statements to reflect any new information, events, or circumstances after the date they are made, or to reflect the occurrence of unanticipated events, other than as required by applicable law.
Investor Contact
investors@allurion.com