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 (“November 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 change 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 additional 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 the 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 registration Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSSELECTED DEFINITIONS DESCRIPTION OF CAPITAL STOCK PLAN OF DISTRIBUTION INCORPORATION BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission (the “SEC”)whereby the Selling Securityholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive anyproceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus, except that we may receive cash Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other thanthose contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to whichwe have referred you. Neither we nor the Selling Securityholders takes responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may give you. Neither we nor the Selling Securityholders will make an offer to sell these securities in any jurisdiction wheresuch offer or sale is not permitted. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained inthis prospectus, any applicable prospectus supplement or any related free writing prospectus. You should assume that the information appearing in this The Selling Securityholders and their permitted transferees may use this shelf registration statement to sell securities from time to time throughany means described in the section entitled “Plan of Distribution.” More specific terms of any securities that the Selling Securityholders and their We may also p