Allurion Technologies Inc美股招股说明书(2025-05-20版)

ALLURION TECHNOLOGIES, INC. Up to 56,548,268 Shares of Common StockThis prospectus supplement no. 23 (this “Prospectus Supplement”) amends and supplements the prospectus dated December15, 2023 (as supplementedor amended from time to time, the “Prospectus”) which forms part of our Registration Statement on FormS-1/A(Registration Statement No.333-274564).This Prospectus Supplement is being filed to update and supplement the information included or incorporated by reference in theProspectus with the information contained in our Quarterly Report on Form10-Q,filed with the Securities and Exchange Commission (the “SEC”) onMay15, 2025 (the“10-Q”).Accordingly, we have attached the10-Qto this Prospectus Supplement. This Prospectus Supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered orutilized except in combination with, the Prospectus, including any amendments or supplements thereto. This Prospectus Supplement should be read in under the symbol “ALUR.WS”. On May19, 2025, the last quoted sale price for shares of our common stock as reported on the NYSE was $3.06 pershare, and the last quoted sale price for our public warrants as reported on the NYSE was $0.0313 per warrant.We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reportingrequirements. the discussion of the risks of investing in our securities in “Risk Factors” beginning on page 52 of the Prospectus.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to beissued under the Prospectus or determined if the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this Prospectus Supplement is May20, 2025. SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF Allurion Technologies, Inc. Delaware(State or other jurisdiction ofincorporation or organization) 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90 days.Yes☒No☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit Condensed Consolidated Statements of Stockholders’ DeficitCondensed Consolidated Statements of Cash FlowsNotes to Unaudited Condensed Consolidated Financial StatementsManagement’s Discussion and Analysis of Financial Condition and Results of OperationsQuantitative and Qualitative Disclosures About Market RiskControls and ProceduresPARTII.OTHER INFORMATIONLegal ProceedingsRisk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationExhibitsi (“Allurion”, the “Company”, “we”, “our”, or “us”). Forward-looking statements involve known and unknown risks, uncertainties, assumptions and otherfactors. Such risks, uncertainties and other factors could cause the actual results, performance or achievements of the Company, or industry results, to be Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes”,“estimates”, “expects”, “projects”, “target”, “goal”, “forecasts”, “may”, “will”, “potential”, “should”, “would”, “could”, “future”, “seeks”, “plans”,“predicts”, “propose”, “scheduled”, “anticipates”, “intends”, or similar expressions. Such statements are based on the beliefs and assumptions of themanagement of Allurion. Although Allurion believes that its plans, intentions and expectations reflected in or suggested by these forward-lookingstatements are reasonable, Allurion cannot assure you that it will achieve or realize these plans, intentions or expectations. Combination, Compute Health Acquisition Corp., Compute Health Corp., and Compute Health LLC;•successfully defend litigation that may be instituted against Allurion;•manage various conflicts of interest that could arise among us and our affiliates, investors, directors, and officers;•successfully deploy our cash and cash equivalents and proceeds from the Chardan Equity Facility (as defined herein); •implement and achieve business plans, forecasts, and other expectations, including any financial projections provided to our investors, and •manage risks associated with the management team of Allurion having limited experience operating as a public company;•commercialize current and future products and services a