ALLURION TECHNOLOGIES, INC.

Current report

(a) Notice of Delisting

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Previous report

Our strategic restructuring and cash preservation activities, including the reduction in force, may not result in anticipated savings, could result in total costs and expenses that are greater than expected and could disrupt our business.

Previous report

In August 2025, we implemented a strategic restructuring, including a reduction in force. In connection with the reduction in force, we expect to incur costs of approximately $1.5 million, which are primarily one-time severance benefits. We may not realize, in full or at all, the anticipated benefits, savings and improvements in our cost structure from our restructuring efforts due to unforeseen difficulties, delays or unexpected costs. If we are unable to realize the expected operational efficiencies and cost savings from the restructuring, our operating results and financial condition would be adversely affected. Furthermore, our reduction in force may be disruptive to our operations. For example, headcount reductions could yield unanticipated consequences, such as increased difficulties in implementing our business strategy, including retention of remaining employees.

Previous report

Due to our limited resources, we may not be able to effectively manage our operations, which may result in weaknesses in our infrastructure, risks that we may not be able to comply with legal and regulatory requirements, and loss of employees and reduced productivity among remaining employees. For example, our limited resources and workforce reduction may negatively impact our R&D and clinical trial activities or expose us to cybersecurity risks, which could result in unexpected costs and expenses and have a material adverse effect on our business, financial condition and prospects.

Previous report

The U.S. Congress, the presidential administration, or any new administration may make substantial changes to fiscal, tax, and other federal policies that may adversely affect our business.

Previous report

The rules dealing with U.S. federal, state and local income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service (“IRS”) and the U.S. Treasury Department. For example, the One Big Beautiful Bill Act (“OBBBA”) was signed into law on July 4, 2025 and made significant changes to U.S. federal tax law. Changes to tax laws (which changes may have retroactive application) could adversely affect us or holders of our common stock. For example, under Section 174 of the Internal Revenue Code, in taxable years beginning after December 31 2021, expenses that are incurred for research and development performed outside the U.S. will be capitalized and amortized, which may have an adverse effect on our cash flow. The OBBBA provides that for taxable years beginning after December 31, 2024, expenses that are incurred for research and development performed in the United States may, at the taxpayer’s election, be immediately deducted or capitalized and amortized. In addition, the OBBBA provides that for taxable years beginning after December 31, 2021 and before January 1, 2025, certain eligible taxpayers generally may elect to retroactively deduct expenses for research and development performed in the United States in such taxable years generally may elect to accelerate and deduct the remaining unamortized amounts of such research and development expenses (i) in the first taxable year beginning after December 31, 2024, or (ii) ratably over the two-taxable year period beginning with the first taxable year beginning after December 31 2024. In recent years, many changes to tax laws have been made and changes are likely to continue to occur in the future.

Previous report

In addition, since the start of the new administration in 2025, United States policy changes have been implemented at a rapid pace and additional changes are likely. Changes to United States policy implemented by the U.S. Congress, the presidential administration or any new administration have impacted and may in the future impact, among other things, the United States and global economy, international trade relations, unemployment, immigration, health care, taxation, the United States regulatory environment, inflation and other areas. Although we cannot predict the impact, if any, of these changes to our business, such changes could adversely affect our business. Until we know what policy changes are made, whether those policy changes are challenged and subsequently upheld by the court system and how those changes impact our business and the business of our competitors over the long term, we will not know if, overall, we will benefit from them or be negatively affected by them.