Allurion Technologies Inc美股招股说明书(2026-01-20版)

Up to 5,988,024 Shares of Common Stock This prospectus relates to the potential offer and sale from time to time by the selling securityholders identified in this prospectus of up to an aggregate of5,988,024 shares of common stock, par value $0.0001 per share (“common stock”), of Allurion Technologies, Inc. (“we,” “us,” the “Company” or “Allurion”), including(i) 2,994,012 shares of common stock (the “November 2025 Private Placement Shares”) issued and sold to the Selling Securityholders (as defined below) in a privateplacement pursuant to a securities purchase agreement (the “November 2025 Securities Purchase Agreement”), dated as of November11, 2025, by and among us and theinvestors named therein (collectively, the “Selling Securityholders”), and (ii) 2,994,012 shares of common stock issuable upon the exercise of the warrants (“November2025 Private Placement Warrants”) sold in a private placement pursuant to the November 2025 Securities Purchase Agreement. We may receive cash proceeds of up toapproximately $5.0million from the exercise of the November 2025 Private Placement Warrants. See “Selling Securityholders” for additional information regarding theSelling Securityholders. This prospectus provides you with a general description of such securities and the general manner in which the Selling Securityholders may offer or sell thesecurities. More specific terms of any securities that the Selling Securityholders may offer or sell may be provided in a prospectus supplement that describes, amongother things, the specific amounts and prices of the securities being offered and the terms of the offering. The prospectus supplement may also add, update or changeinformation contained in this prospectus. Our registration of the shares of common stock covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the shares. TheSelling Securityholders named in this prospectus, or their donees, pledgees, transferees or other successors-in-interest, may resell the common stock covered by thisprospectus through public or private transactions at prevailing market prices, at prices related to prevailing market prices, or at privately negotiated prices. For additionalinformation on the possible methods of sale that may be used by the Selling Securityholders, you should refer to the section of this prospectus entitled “Plan ofDistribution.” Any common stock subject to resale hereunder will have been issued by us and acquired by the Selling Securityholders prior to any resale of such shares pursuantto this prospectus. No underwriter or other person has been engaged to facilitate the sale of the shares in this offering. The Selling Securityholders will bear allcommissions and discounts, if any, attributable to their sales of the shares of common stock offered hereby. We will incur costs and expenses in connection with theregistration of the shares of our common stock offered hereby, including filing, legal and accounting fees. You should read this prospectus and any prospectus supplementor amendment carefully before you invest in our securities. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “ALUR.” On January15, 2026, the last quoted sale price for the sharesof our common stock as reported on the NYSE was $1.89 per share. We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reducedpublic company reporting requirements. Sales of a substantial number of shares of our common stock in the public market, including the resale of the shares of common stock held by the SellingSecurityholders pursuant to this prospectus, could occur at any time. These sales, or the perception in the market that the holders of a large number of sharesof common stock intend to sell shares, could reduce the market price of our common stock and make it more difficult for you to sell your shares at times andprices that you determine are appropriate. Furthermore, we expect that, because there is a large number of shares being registered pursuant to this registrationstatement of which this prospectus forms a part, the Selling Securityholders will continue to offer the securities covered thereby pursuant to this prospectus fora significant period of time, the precise duration of which cannot be predicted. Accordingly, the adverse market and price pressures resulting from an offeringpursuant to the registration statement may continue for an extended period of time. Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read thediscussion of the risks of investing in our securities in “Risk Factors” beginning on page 12 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus. Any representation