Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed, at the 2025 Annual Meeting of Stockholders of Allurion Technologies, Inc. (the “Company”) held on December 18, 2025 (the “Annual Meeting”), and upon the recommendation of the Board of Directors (the “Board”) of the Company, the Company’s stockholders approved a certificate of amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended to date (the “Certificate of Incorporation”), to effect a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a ratio between 1-for-1.5 and 1-for-20, with the final ratio to be determined by the Board in its sole discretion.
Following the Annual Meeting, the Pricing Committee of the Board approved a reverse stock split of the Common Stock at a ratio of 1-for-15 (the “Reverse Stock Split”) and on June 12, 2026, the Company filed an amendment, as amended by a Certificate of Correction thereto (the “Certificate of Amendment”), to its Certificate of Incorporation to effectuate the Reverse Stock Split. FINRA processed and announced the Reverse Stock Split on June 17, 2026, which shall take effect on the OTCQB Market (the “Market”) on June 18, 2026.
As a result of the Reverse Stock Split, every 15 shares of the Company’s Common Stock issued or outstanding will be automatically reclassified into one validly issued, fully-paid and non-assessable new share of Common Stock, subject to the treatment of fractional shares as described below, without any action on the part of the holders. Trading of the Common Stock on the Market will commence on a split-adjusted basis at market open on June 18, 2026, under the temporary trading symbol “ALURD” for a period of twenty (20) days. After twenty (20) business days, the trading symbol will revert back to “ALUR.” The new CUSIP number for the Company’s Common Stock following the Reverse Stock Split will be 02008G 300.
No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the Reverse Stock Split will automatically be entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share.
Proportional adjustments will also be made to the number of shares of Common Stock awarded and available for issuance under the Company’s equity incentive plans, as well as the exercise price and the number of shares issuable upon the exercise or conversion of the Company’s outstanding stock options, restricted stock units and other equity securities under the Company’s equity incentive plans. Additionally, all outstanding convertible notes will be adjusted in accordance with their terms, which will, among other changes to the convertible note terms, result in proportionate adjustments being made to the number of shares issuable upon exercise of such convertible notes and to the exercise and redemption prices of such convertible notes. All outstanding warrants will also be adjusted in accordance with their terms, which will, among other changes to the warrant terms, result in proportionate adjustments being made to the number of shares issuable upon exercise of such warrants and to the exercise and redemption prices of such warrants. Specifically with respect to the Company’s public warrants, following the effectiveness of the reverse stock split, every fifteen (15) shares of Common Stock that may be purchased pursuant to the exercise of public warrants will represent one share of Common Stock that may be purchased pursuant to such warrants. Accordingly, for the Company’s warrants trading under the symbol “ALUR WS” on the Market, each whole public warrant will be exercisable for 0.00378787 shares of common stock at an exercise price of $3,037.50 per share of Common Stock, which is based on each public warrant being exercisable for 0.056818 shares of common stock before the reverse stock split, adjusted for the 15-to-1 reverse stock split ratio.
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On June 17, 2026, the Company issued a press release announcing the Reverse Stock Split and other related information. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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 effectiveness of the Reverse Stock Split and the effects of
