ALLURION TECHNOLOGIES, INC.

Our Board of Directors is asking stockholders to consider and vote upon a proposal to approve an amendment and restatement of the 2023 Plan. Our Board of Directors approved the Amended and Restated Plan on October 15, 2025, subject to the approval by our stockholders at the Annual Meeting. The Amended and Restated Plan will updated the name of the 2023 Plan to the “Amended and Restated 2023 Equity Incentive Plan” and provides for the following material amendments to the 2023 Plan:

As of the date of the Proxy Statement, the anticipated number of Fully-Diluted Shares Outstanding (giving effect to the proposed amendment to the definition thereof) upon consummation of the Exchange will be approximately 49,937,374 and the Authorized Share Pool and ISO Limit, applying the Pool Percentage Amount thereto, would be increased to approximately 9,987,474 upon consummation of the Exchange, which would be a cumulative increase of 9,737,475 shares of common stock from the current Authorized Share Pool and ISO Limit under the 2023 Plan as of the date of this Proxy Statement. We expect to announce the number of Fully-Diluted Shares Outstanding (giving effect to the proposed amendment to the definition thereof) and the resulting proposed Authorized Share Pool and ISO Limit resulting from the application of the Pool Percentage Amount, as of the date of consummation of the Exchange, in a Current Report on Form 8-K as promptly as possible after the consummation of the Exchange.

Our Board of Directors believes that the proposed share pool increase and related changes to the 2023 Plan are reasonable, appropriate, and in the best interests of our stockholders. As of the Record Date, there are only 249,999 shares of common stock remaining available for issuance under the 2023 Plan, and our Board of Directors believes this amount is insufficient to meet our future needs for attracting, motivating and retaining employees in a competitive market for talent, particularly in light of the lack of any retentive “holding power” in the Company’s outstanding equity awards to its named executive officers and other key employees.

As of the Record Date, there were stock options to acquire 216,507 shares of common stock outstanding under our equity compensation plans, with a weighted average exercise price of $61.68 and a weighted average remaining term of 6.9 years. In addition, as of the Record Date, there were 361,420 shares outstanding under unvested restricted stock unit awards (“RSUs”) under our equity compensation plans, which unvested RSUs have a market value of $1.85 as of the Record Date. Other than the foregoing, no awards under our equity compensation plans were outstanding as of the Record Date. As of the Record Date and based solely on the closing market price of our common stock as reported on the New York Stock Exchange (“NYSE”) on such date, the market value of our common stock was equal to $1.85 per share.

If this proposal is approved by our stockholders at the Annual Meeting, the Amended and Restated Plan will become effective on the date of the Annual Meeting (the “Restatement Effective Date”). If stockholders do not approve this proposal, the 2023 Plan will remain in effect in accordance with its terms. In such event, our Board of Directors will consider whether to adopt alternative arrangements based on its assessment of our needs.

Amended and Restated Plan Highlights

The Amended and Restated Plan has a number of features intended to address stockholder concerns related to equity plans, including:

Rationale for Share Increase

The Amended and Restated Plan is critical to our ongoing effort to increase stockholder value. Equity incentive awards are a critical component of our executive and key, non-executive employees’ overall compensation, particularly given our focus on managing our cash burn, the general freeze on base salaries, andnon-payment of cash bonuses since 2022. Our Compensation Committee and the Board of Directors believe that we must continue to offer a competitive equity compensation program to attract, retain and motivate the talented and qualified employees to execute our strategic business objectives.

In July 2024, January 2025, February 2025, and November 2025, we successfully raised $17.3 million, $9.9 million, $6.1 million, and $5.0 million, respectively, through equity issuances, and in each of April 2025 and November 2025, RTW converted $5.0 million of principal amount of the Notes into 1,492,539 shares of common stock. These transactions, while providing critical funding for our operational initiatives and support for compliance with exchange listing requirements, had a significant dilutive impact on our trading price. As a result, our currently outstanding stock options and restricted stock awards have very little, if any, retentive value for our current employees. Currently, all of our outstanding stock options are very far “out of the money.” As of the Record Date, our outstanding stock options have a weighted average exercise price of $61.68, and the total value of unvested restricted stock awards for Mr. Gaur, Mr. Buch and Mr. Gibbons is $0, $22,700 and $22,700, respectively.

If we are unable to make equity grants with sufficient grant values, we anticipate having difficulty retaining and motivating our executive and key, non-executive employees. The Compensation Committee and Board of Directors view this as a significant risk to our ability to execute our strategic business objectives. However, we anticipate that if our request to increase the size of the reserved pool under the 2023 Plan is approved by our stockholders, it will be sufficient to provide equity incentives to attract, retain, and motivate employees for the near future with the automatic increase allowed under the 2023 Plan and Amended and Restated Plan. Our Compensation Committee determined the size of the increase in the number of shares of common stock that may be issued under the 2023 Plan based on projected future equity awards to executive and key, non-executive employees and annual director grants.

The Compensation Committee will carefully monitor our annual net burn rate, total dilution and equity expense in order to maximize stockholder value by granting equity incentive awards it believes are necessary and appropriate to attract, reward and retain our employees and independent directors. In an effort to limit our cash burn, our compensation philosophy prioritizes and reflects broad-based eligibility for equity incentive awards for high-performing employees. By doing so, we link the interests of those employees with those of our stockholders and motivate our employees to act as owners of the business.

Summary of the Amended and Restated Plan

The following description of the Amended and Restated Plan is a summary only and is qualified in its entirety by reference to the complete text of the Amended and Restated Plan. Stockholders are urged to read the actual text of the Amended and Restated Plan in its entirety, which is attached hereto as Appendix A to this Proxy Statement and is incorporated herein by reference.

Eligibility. Any individual who is an employee of us or any of our affiliates, or any person who provides services to us or any of our affiliates, including members of the Board, is eligible to receive awards under the Amended and Restated Plan at the discretion of the plan administrator. As of the Record Date, approximately 61 individuals were eligible to participate in the Amended and Restated Plan, which includes three executive officers, 41 non-executive employees, 10 consultants, and sevennon-employee directors.

Awards. The Amended and Restated Plan provides for the grant of ISOs to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, unrestricted stock awards, cash-based awards and dividend equivalent rights to employees, non-employee directors and consultants of Allurion or any of its affiliates.

Authorized Shares. The shares of common stock that we may issue under the Amended and Restated Plan are authorized but unissued shares or shares that we reacquire. Subject to adjustment as set forth in the Amended and Restated Plan, the maximum number of shares of common stock reserved and available for issuance under the Amended and Restated Plan equals 4,161,302 shares; provided, that upon consummation of the Exchange, the Authorized Share Pool shall be further increased to 20% of our Fully-Diluted Shares Outstanding as of the date of consummation of the Exchange.

In addition, the number of shares of common stock reserved for issuance under the Amended and Restated Plan automatically increases on January 1, 2026 and each January 1 thereafter through January 1, 2035, in an amount equal to (1) 5% of the number of Fully-Diluted Shares Outstanding as of the immediately preceding December 31, or (2) a lesser number of shares of common stock determined by the Board or the Compensation Committee (the “Annual Increase”). Subject to such overall share limits, the maximum number of shares of common stock that may be issued on the exercise of ISOs under the Amended and Restated Plan shall not exceed 4,161,302 shares; provided, that upon consummation of the Exchange, the ISO Limit shall be further increased to the lesser of (x) 20% of our Fully-Diluted Shares Outstanding as of the date of consummation of the Exchange and (y) 9,000,000 shares. The ISO Limit will be further cumulatively increased on January 1, 2026 and each January 1 thereafter by the lesser of the Annual Increase or 3,000,000 shares of common stock.

Currently, under the 2023 Plan, the Fully-Diluted Shares Outstanding consists of the number of shares of common stock outstanding, plus the number of shares of common stock underlying outstanding awards granted under the 2023 Plan. If this Proposal 3 is adopted, the amendment to the 2023 Plan would expand the definition of Fully-Diluted Shares Outstanding to include (i) the number of shares of common stock outstanding, (ii) the number of shares of common stock underlying outstanding awards granted under the 2023 Plan, (iii) the number of shares of common stock available under the 2023 Plan for the issuance of additional awards and (iv) the number of shares of common stock issuable upon conversion or exercise of outstanding derivative securities, including any convertible debt securities, the Series B Preferred Stock upon the consummation of the Exchange and any other convertible preferred stock and warrants we issue.

Shares subject to stock awards granted under the Amended and Restated Plan that expire or terminate without being exercised or otherwise issued in full or that are paid out in cash rather than in shares do not reduce the number of shares available for issuance under the Amended and Restated Plan. Shares withheld under a stock award to satisfy the exercise, strike or purchase price of a stock award or to satisfy a tax withholding obligation also do not reduce the number of shares available for issuance under the Amended and Restated Plan. If any shares of common stock issued pursuant to a stock award under the Amended and Restated Plan, 2023 Plan, our Amended and Restated 2020 Stock Option and Grant Plan (the “2020 Plan”) or our 2010 Stock Incentive Plan (the “2010 Plan”) are forfeited back to or repurchased or reacquired by us (1) because of the failure to vest, (2) to satisfy the exercise, strike or purchase price, or (3) to satisfy a tax withholding obligation in connection with an award, the shares that are forfeited or repurchased or reacquired will revert to and again become available for issuance under the Amended and Restated Plan.

Non-Employee Director Compensation Limit. The value of all awards awarded under the Amended and Restated Plan and all other cash compensation paid by us to anynon-employee director in any calendar year may not exceed $350,000 (or $500,000 for the year in which anon-employee director is first appointed or elected to the Board).

Plan Administration. The Board, or a duly authorized committee thereof, will administer the Amended and Restated Plan and is referred to as the “plan administrator” herein. The Board (or committee thereof) may also delegate to one or more of our officers the authority to (1) designate employees (other than officers) to receive specified stock awards and (2) determine the number of shares subject to such stock awards. Under the Amended and Restated Plan, the Board (or an authorized delegate) has the authority to determine award recipients, grant dates, the numbers and types of awards to be granted, the applicable fair market value in a manner consistent with the Internal Revenue Code of 1986, as amended (the “Code”), and the provisions of each award, including the period of exercisability, the vesting schedule applicable to a stock award and the number of shares of stock to be covered by any award.

Under the Amended and Restated Plan, stock options and stock appreciation rights will not be repriced in any manner without stockholder approval.

Stock Options. ISOs and NSOs are granted under stock option agreements adopted by the plan administrator. The plan administrator determines the exercise price for stock options, within the terms and conditions of the Amended and Restated Plan, provided that the exercise price of a stock option generally shall not be less than 100% of the fair market value of a share of common stock on the date of grant, unless granted (i) pursuant to a transaction described in, and a manner consistent with, Section 424(a) of the Code, (ii) to individuals who are not subject to U.S. income tax on the date of grant, or (iii) if the stock appreciation right is otherwise compliant with Section 409A of the Code. Options granted under the Amended and Restated Plan vest at the rate and under the terms specified in the stock option agreement as determined by the plan administrator.

The plan administrator determines the term of stock options granted under the Amended and Restated Plan, up to a maximum of ten years. Unless the terms of an option holder’s stock option agreement provide otherwise or as otherwise provided by the plan administrator, if an option holder’s service relationship with us or any of our affiliates ceases for any reason other than disability, death, or cause, the option holder may generally exercise any vested options for a period of three months following the cessation of service. This period may be extended in the event that exercise of the option is prohibited by applicable securities laws. Unless the terms of an option holder’s stock option agreement provide otherwise or as otherwise provided by the plan administrator, if an option holder’s service relationship with us or any of our affiliates ceases due to death, or an option holder dies within a certain period following cessation of service, the option holder or a beneficiary may generally exercise any vested options for a period of 12 months following the date of death. Unless the terms of an option holder’s stock option agreement provide otherwise or as otherwise provided by the plan administrator, if an option holder’s service relationship with us or any of our affiliates ceases due to disability, the option holder may generally exercise any vested options for a period of 12 months following the cessation of service. In the event of a termination for cause, options generally terminate upon the termination date. In no event may an option be exercised beyond the expiration of its term.

Acceptable consideration for the purchase of common stock issued upon the exercise of a stock option will be determined by the plan administrator and may include (1) cash, certified or bank check or other instrument acceptable to the plan administrator, (2) the tender of shares of common stock previously owned by the option holder that are not then subject to any restrictions under any equity incentive plan, (3) pursuant to a broker-assisted exercise arrangement, or (4) a net exercise of the option if it is an NSO.

Unless the plan administrator provides otherwise, awards are generally are not transferable except by will or the laws of descent and distribution. Subject to approval of the plan administrator or a duly authorized officer, an option may be transferred pursuant to a domestic relations order.

Tax Limitations on ISOs. The aggregate fair market value, determined at the time of grant, of common stock with respect to ISOs that are exercisable for the first time by an award holder during any calendar year under all of our stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our parent or subsidiary corporations unless (1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and (2) the term of the ISO does not exceed five years from the date of grant.

Restricted Stock Unit Awards. Restricted stock unit awards are granted under restricted stock unit award agreements adopted by the plan administrator. Restricted stock unit awards may be granted in consideration for any form of legal consideration (including services) that may be acceptable to the plan administrator and permissible under applicable law. A restricted stock unit award may be settled by delivery of shares of common stock (or cash to the extent explicitly provided in the award agreement) as determined by the plan administrator. Additionally, dividend equivalents may be credited in respect of shares covered by a restricted stock unit award. Except as otherwise provided in the applicable award agreement or by the plan administrator, restricted stock unit awards that have not vested will be automatically forfeited once the participant’s continuous service with us or our affiliates ends for any reason.

Restricted Stock Awards. Restricted stock awards are granted under restricted stock award agreements adopted by the plan administrator. A restricted stock award may be awarded in consideration for cash, check, bank draft or money order, services to us or our affiliates, or any other form of legal consideration that may be acceptable to the plan administrator and permissible under applicable law. The plan administrator determines the terms and conditions of restricted stock awards, including vesting and forfeiture terms. If a participant’s service relationship with us ends for any reason, any or all of the shares of common stock held by the participant that have not vested as of the date the participant terminates service with us or any of our affiliates will automatically and without any requirement of notice to the participant be deemed to have been reacquired by us through a forfeiture condition or a repurchase right.

Stock Appreciation Rights. Stock appreciation rights are granted under stock appreciation right agreements adopted by the plan administrator. The plan administrator determines the strike price for a stock appreciation right, which generally shall not be less than 100% of the fair market value of common stock on the date of grant, unless granted (i) pursuant to a transaction described in, and a manner consistent with, Section 424(a) of the Code, (ii) to individuals who are not subject to U.S. income tax on the date of grant, or (iii) if the stock appreciation right is otherwise compliant with Section 409A of the Code. A stock appreciation right granted under the Amended and Restated Plan vests at the rate specified in the stock appreciation right agreement as determined by the plan administrator. Stock appreciation rights may be settled in cash or shares of common stock or in any other form of payment, as determined by the plan administrator and specified in the stock appreciation right agreement.

The plan administrator determines the term of stock appreciation rights granted under the Amended and Restated Plan, up to a maximum of ten years.

Other Stock Awards. The plan administrator may grant other awards based in whole or in part by reference to common stock. The plan administrator will set the number of shares under the stock award (or cash equivalent) and all other terms and conditions of such awards.

Changes to Capital Structure. In the event there is a specified type of change in our capital structure, such as a stock split, reverse stock split, recapitalization, or other similar change, appropriate adjustments will be made to (1) the class and maximum number of shares reserved for issuance under the Amended and Restated Plan, (2) the class of shares by which the share reserve may increase automatically each year, (3) the class and maximum number of shares that may be issued on the exercise of ISOs and (4) the class and number of shares and exercise price, strike price, or purchase price, if applicable, of all outstanding stock awards.

Sale Event. The Amended and Restated Plan provides that upon the effectiveness of a “sale event,” as defined in the Amended and Restated Plan, an acquirer or successor entity may assume, continue or substitute outstanding awards under the Amended and Restated Plan. To the extent that awards granted under the Amended and Restated Plan are not assumed or continued or substituted by the successor entity, the Amended and Restated Plan and all awards granted under the Amended and Restated Plan shall terminate. In such case, except as may be otherwise provided in the relevant award agreement, all awards with time-based vesting, conditions or restrictions will become fully vested and nonforfeitable as of the sale event, and all awards with conditions and restrictions relating to the attainment of performance goals may become vested and nonforfeitable in connection with the sale event in the plan administrator’s discretion or to the extent specified in the relevant award agreement. In the event of such termination, individuals holding options and stock appreciation rights will be permitted to exercise any options and stock appreciation rights (to the extent exercisable) they then hold within a specified time period, as determined by the plan administrator, prior to the sale event. In addition, in connection with the termination of the Amended and Restated Plan upon a sale event, we may make or provide for a payment, in cash or in kind, to participants holding vested and exercisable options and stock appreciation rights equal to the difference between the per share consideration payable to stockholders in the sale event and the exercise price of the options or stock appreciation rights; provided, that any options or stock appreciation rights with exercise prices equal to or greater than such per share consideration will be cancelled for no consideration. We may also make or provide for a payment, in cash or in kind, to the participants holding other awards in an amount equal to the per share consideration payable to stockholders in the sale event multiplied by the number of vested shares of common stock under such awards.

Plan Amendment or Termination. The Board has the authority to amend, suspend, or terminate the Amended and Restated Plan at any time, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. Certain material amendments also require approval of our stockholders. No ISOs may be granted after the tenth anniversary of the date the Board adopts the Amended and Restated Plan. No stock awards may be granted under the Amended and Restated Plan while it is suspended or after it is terminated.

Awards Granted under the 2023 Plan

The following table sets forth, for each of the individuals and various groups indicated, the total number of shares subject to awards that have been granted under the 2023 Plan as of the Record Date, even if not currently outstanding.

U.S. Federal Income Tax Consequences

The following is a summary of the principal U.S. federal income tax consequences to participants and us with respect to participation in the Amended and Restated Plan. This summary is not intended to be exhaustive and does not discuss the income tax laws of any local, state or foreign jurisdiction in which a participant may reside. The information is based upon current U.S. federal income tax rules and therefore is subject to change when those rules change. Because the tax consequences to any participant may depend on his or her particular situation, each participant should consult the participant’s tax advisor regarding the federal, state, local and other tax consequences of the grant or exercise of an award or the disposition of stock acquired under the Amended and Restated Plan. The Amended and Restated Plan is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended. Our ability to realize the benefit of any tax deductions described below depends on our generation of taxable income as well as the requirement of reasonableness and the satisfaction of our tax reporting obligations.

Nonstatutory Stock Options. Generally, there is no taxation upon the grant of a NSO. Upon exercise, a participant will recognize ordinary income equal to the excess, if any, of the fair market value of the underlying stock on the date of exercise of the stock option over the exercise price. If the participant is employed by us or one of our affiliates, that income will be subject to withholding taxes. The participant’s tax basis in those shares will be equal to their fair market value on the date of exercise of the stock option, and the participant’s capital gain holding period for those shares will begin on the day after they are transferred to the participant. Subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income recognized by the participant.

Incentive Stock Options. The Amended and Restated Plan provides for the grant of stock options that are intended to qualify as “incentive stock options,” as defined in Section 422 of the Code. Under the Code, a participant generally is not subject to ordinary income tax upon the grant or exercise of an ISO. If the participant holds a share received upon exercise of an ISO for more than two years from the date the stock option was granted and more than one year from the date the stock option was exercised, which is referred to as the required holding period, the difference, if any, between the amount realized on a sale or other taxable disposition of that share and the participant’s tax basis in that share will be long-term capital gain or loss. If, however, a participant disposes of a share acquired upon exercise of an ISO before the end of the required holding period, which is referred to as a “disqualifying disposition,” the participant generally will recognize ordinary income in the year of the disqualifying disposition equal to the excess, if any, of the fair market value of the share on the date of exercise of the stock option over the exercise price (or, if less, the amount realized on a sale of such shares). However, if the sales proceeds are less than the fair market value of the share on the date of exercise of the stock option, the amount of ordinary income recognized by the participant will not exceed the gain, if any, realized on the sale. If the amount realized on a disqualifying disposition exceeds the fair market value of the share on the date of exercise of the stock option, that excess will be short-term or long-term capital gain, depending on whether the holding period for the share exceeds one year. For purposes of the alternative minimum tax, the amount by which the fair market value of a share of stock acquired upon exercise of an ISO exceeds the exercise price of the stock option generally will be an adjustment included in the participant’s alternative minimum taxable income for the year in which the stock option is exercised. If, however, there is a disqualifying disposition of the share in the year in which the stock option is exercised, there will be no adjustment for alternative minimum tax purposes with respect to that share. In computing alternative minimum taxable income, the tax basis of a share acquired upon exercise of an ISO is increased by the amount of the adjustment taken into account with respect to that share for alternative minimum tax purposes in the year the stock option is exercised. We are not allowed a tax deduction with respect to the grant or exercise of an ISO or the disposition of a share acquired upon exercise of an ISO after the required holding period. If there is a disqualifying disposition of a share, however, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant, subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and provided that either the employee includes that amount in income or we timely satisfy our reporting requirements with respect to that amount. Generally, an ISO will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment (or one year in the case of termination of employment by reason of disability).

Restricted Stock Awards. Generally, the recipient of a restricted stock award will recognize ordinary income at the time the stock is received equal to the excess, if any, of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. If, however, the stock is subject to restrictions constituting a substantial risk of forfeiture when it is received (for example, if the employee is required to work for a period of time in order to have the right to transfer or sell the stock), the recipient generally will not recognize income until the restrictions constituting a substantial risk of forfeiture lapse, at which time the recipient will recognize ordinary income equal to the excess, if any, of the fair market value of the stock on the date it becomes vested over any amount paid by the recipient in exchange for the stock. A recipient may, however, file an election with the IRS, within 30 days following the date of grant, to recognize ordinary income, as of the date of grant, equal to the excess, if any, of the fair market value of the stock on the date the award is granted over any amount paid by the recipient for the stock. The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock award will be the amount paid for such shares plus any ordinary income recognized either when the stock is received or when the restrictions constituting a substantial risk of forfeiture lapse. Subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the restricted stock award.

Restricted Stock Unit Awards. Generally, the recipient of a restricted stock unit award will generally recognize ordinary income at the time the restricted stock unit is settled in cash, stock or other property equal to the amount of cash or fair market value of the stock received (reduced by the amount, if any, paid by the recipient in exchange for the stock). The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock unit award will be the amount paid for such shares plus any ordinary income recognized when the stock is delivered, and the participant’s capital gain holding period for those shares will begin on the day after they are transferred to the participant. Subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the restricted stock unit award.

Stock Appreciation Rights. Generally, the recipient of a stock appreciation right will recognize ordinary income equal to the fair market value of the stock or cash received upon exercise. Subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the stock appreciation right.

Tax Consequences to the Company

Compensation of Covered Employees. Our ability to obtain a deduction for amounts paid under the Amended and Restated Plan could be limited by Section 162(m) of the Code. Section 162(m) of the Code limits our ability to deduct compensation, for U.S. federal income tax purposes, paid during any year to a “covered employee” (within the meaning of Section 162(m) of the Code) in excess of $1.0 million.

Golden Parachute Payments. Our ability (or the ability of one of our subsidiaries) to obtain a deduction for future payments under the Amended and Restated Plan could also be limited by the golden parachute rules of Section 280G of the Code, which prevent the deductibility of certain “excess parachute payments” made in connection with a change in control of an employer-corporation.

Equity Compensation Plan Information

The following table summarizes, as of December 31, 2024, certain information concerning our equity compensation plans under which our equity securities are currently authorized for issuance. Share amounts presented in the table and footnotes below have been retroactively converted to reflect the reverse stock split we effected on January 3, 2025, by application of the reverse stock split ratio of 1-to-25. Additionally, share amounts presented in the table and footnotes below do not reflect the issuance of 414,830 shares after December 31, 2024 as of the Record Date, and only 249,999 shares of common stock remained available for issuance under the 2023 Plan as of the Record Date.

New Plan Benefits Table

No awards have been granted, and no shares of any class of our common stock have been issued, on the basis of the proposed share increase under the Amended and Restated Plan. It is not possible to determine the specific amounts and types of awards that may be awarded in the future under the proposed Amended and Restated Plan because the grant and actualpay-out of awards under the Amended and Restated Plan are subject to the discretion of the Compensation Committee.

This Proposal 3 requires the affirmative vote of the holders of a majority of the votes properly cast. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this Proposal 3.

FOR THE PLAN AMENDMENT PROPOSAL.