UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549~~STATES

~~FORM~~SECURITIES ~~8-K~~AND EXCHANGE COMMISSION

~~CURRENT~~Washington, ~~REPORT~~D.C. 20549

~~Pursuant~~FORM ~~to Section 13 or 15(d) of the Securities Exchange Act of 1934~~8-K

~~Date~~CURRENT ~~of Report (Date of earliest event reported): February 24, 2026~~REPORT

~~Allurion~~Pursuant ~~Technologies,~~to ~~Inc.~~Section 13 OR 15(d)

~~(Exact name~~ of ~~Registrant~~The asSecurities ~~Specified~~Exchange inAct ~~Its~~of ~~Charter)~~1934

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

Date of Report (Date of earliest event reported): March 2, 2026

~~Registrant’s~~ALLURION ~~Telephone Number~~TECHNOLOGIES, ~~Including Area Code: (508) 647-4000~~INC.

~~N/A~~(Exact name of registrant as specified in its charter)

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

Delaware

001-41767

92-2182207

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

~~Check~~11 ~~the~~Huron ~~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:~~ Drive

~~☐Written~~Natick, ~~communications~~MA, ~~pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~01760

~~☐Soliciting~~(Address ~~material~~of ~~pursuant~~Principal toExecutive ~~Rule~~Offices, ~~14a-12~~including ~~under~~Zip ~~the Exchange Act (17 CFR 240.14a-12~~Code)

~~☐Pre-commencement communications pursuant to Rule 14d-2~~(b508) ~~under the Exchange Act (17 CFR 240.14d~~647-~~2(b))~~4000

~~☐Pre-commencement communications pursuant to Rule 13e-4~~(c)Registrant’s ~~under~~telephone ~~the~~number, ~~Exchange~~including ~~Act~~area ~~(17 CFR 240.13e-4(c~~code))

~~Securities registered pursuant to Section 12(b) of the Act:~~N/A

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

(Former name or former address, if changed since last report)

~~Indicate~~Check ~~by check mark whether~~ the ~~registrant~~appropriate isbox anbelow ~~emerging~~if ~~growth company as defined in Rule 405 of~~ the ~~Securities~~Form ~~Act~~8-K offiling ~~1933~~is ~~(§ 230.405~~intended ofto ~~this~~simultaneously ~~chapter)~~satisfy orthe ~~Rule~~filing ~~12b-2~~obligation of the ~~Securities~~registrant ~~Exchange~~under ~~Act~~any of ~~1934~~the ~~(§ 240.12b-2~~following ~~of this chapter).~~ provisions:

~~Emerging~~☐ ~~growth~~Written ~~company~~communications ☒pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

If☐ anSoliciting ~~emerging~~material ~~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~~Rule ~~13(a)~~14a-12 ofunder the Exchange Act. ☐(17 CFR 240.14a-12)

~~Item~~☐ ~~1.01~~Pre-commencement ~~Entry~~communications ~~into~~pursuant ato ~~Material~~Rule ~~Definitive~~14d-2(b) ~~Agreement~~under the Exchange Act (17 CFR 240.14d-2(b))

On☐ ~~February~~Pre-commencement ~~24,~~communications ~~2026,~~pursuant 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~~Rule ~~shares of common stock, par value $0.0001 per share~~ 13e-4(~~“Common Stock”~~c), ~~with~~under ~~an exercise price of $6.00 per share (~~the ~~“January~~Exchange ~~2025~~Act ~~Warrants”);~~ (~~ii)~~17 ~~warrants~~CFR ~~issued in February 2025 to purchase shares of Common Stock with an exercise price of $5~~240.~~23 per share~~ 13e-4(~~the “February 2025 Warrants”~~c)~~; 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~~Securities toregistered ~~the~~pursuant ~~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 Section 12(~~the “New Warrants”~~b) ~~to purchase up to an aggregate~~ of ~~5,319,130 shares of Common Stock. The Company expects to receive aggregate gross proceeds of approximately $3.0 million from~~ the ~~exercise of the Existing Warrants by the Exercising Holders.~~Act:

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).


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

~~The~~Indicate ~~Company~~by ~~has~~check ~~engaged~~mark ~~Roth~~whether ~~Capital~~the ~~Partners,~~registrant ~~LLC~~is ~~(“Roth”)~~an asemerging ~~its~~growth ~~financial~~company ~~advisor~~as defined in ~~connection~~Rule ~~with~~405 ~~these~~of ~~transactions~~the ~~and~~Securities ~~will~~Act ~~pay~~of ~~Roth~~1933 ~~a fee equal to 5~~(§230.0%405 of ~~its~~this ~~gross~~chapter) ~~proceeds~~or ~~from~~Rule ~~the~~12b-2 ~~exercise~~ of the ~~Existing~~Securities ~~Warrants.~~Exchange ~~The~~Act ~~Company also agreed to pay Roth up to $40,000 for fees and expenses~~ of ~~legal~~1934 ~~counsel and other out~~(§240.12b-2 of~~-pocket~~ ~~expenses~~this chapter).

~~The~~Emerging ~~January~~growth 2025 Warrants and February 2025 Warrants were registered pursuant to a registration statement on Form S-3 (File No. 333-286837) and were issued pursuant to Securities Purchase Agreements, dated January 24, 2025 and February 20, 2025, respectively. The shares issuable upon exercise of the November 2025 Warrants were registered pursuant to a registration statement on Form S-3 (File No. 333-292660) and were issued pursuant to Securities Purchase Agreements, dated November 11, 2025. company ☒

~~The~~If ~~Company~~an ~~has~~emerging ~~also~~growth ~~agreed~~company, toindicate ~~file~~by acheck ~~registration~~mark ~~statement~~if ~~covering~~ the ~~resale~~registrant ofhas elected not to use the ~~shares~~extended oftransition ~~Common~~period ~~Stock~~for ~~underlying~~complying ~~the~~with ~~New~~any ~~Warrants~~new noor ~~later~~revised ~~than~~financial 60accounting ~~calendar~~standards ~~days~~provided ~~following~~pursuant ~~the~~to ~~date~~Section 13(a) of the ~~Inducement~~Exchange ~~Letter~~Act. ☐

~~The~~Item ~~foregoing~~3.01 ~~descriptions~~Notice of ~~the~~Delisting ~~New~~or ~~Warrants~~Failure ~~and Inducement Letter do not purport~~ to beSatisfy ~~complete~~a ~~and~~Continued ~~are~~Listing ~~qualified~~Rule inor ~~their~~Standard; ~~entirety~~Transfer ~~by reference to the full text~~ of ~~the New Warrants and Inducement Letter, forms of which are filed herewith as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.~~Listing

~~Item~~On 3March 2, 2026, Allurion Technologies, Inc.02, ~~Unregistered~~a ~~Sales~~Delaware corporation (the “Company”) announced that it received a letter (the “Delisting Notice”) from the staff of ~~Equity~~the ~~Securities~~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.

~~The~~While ~~information~~the ~~set~~Company ~~forth~~is inworking ~~Item~~diligently 1to regain compliance and intends to appeal the NYSE staff determination, there can be no assurance that an appeal will be successful.01 isIf ~~incorporated~~the ~~herein~~Committee bydetermines ~~reference~~that the trading in the Company’s securities should be suspended, the Exchange staff will promptly initiate delisting proceedings.

~~Item~~The 3Company’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.03 ~~Material~~In ~~Modification~~furtherance thereof, the Company has previously announced an agreement with its largest creditor to ~~Rights~~exchange all of ~~Security~~its ~~Holders~~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 ~~information~~Delisting ~~set~~Notice ~~forth~~has inno ~~Item~~immediate 1impact on the listing of the Company’s shares of common stock, par value $0.010001 isper ~~incorporated~~share ~~herein~~(the by“Common ~~reference~~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.

~~Item~~If ~~9.01~~the ~~Financial~~Common ~~Statements~~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 ~~Exhibits~~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.

~~(d)~~Cautionary ~~Exhibits~~Note Regarding Forward-Looking Statements

Exhibit		Description
4.1		Form of New Warrant
10.1		Form of Inducement Letter
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

~~SIGNATURES~~ 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.

~~Pursuant~~Item to8.01 ~~the~~Other ~~requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Events.

			ALLURION TECHNOLOGIES, INC.
Date:	February 25, 2026	By:	/s/ Brendan M. Gibbons
		Name:Title:	Brendan M. GibbonsChief Legal and People Officer

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 No.		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.

/s/ Brendan M. Gibbons

Brendan M. Gibbons

Chief Legal Officer

Filing Compare · ALLURION TECHNOLOGIES, INC.