UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): April 10, 2025 |
Allurion Technologies, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-41767 |
92-2182207 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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11 Huron Drive |
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Natick, Massachusetts |
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01760 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (508) 647-4000 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common stock, par value $0.0001 per share |
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ALUR |
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The New York Stock Exchange |
Warrants to purchase 0.056818 shares of common stock, each at an exercise price of $202.50 per share of common stock |
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ALUR WS |
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The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 10, 2025, Allurion Technologies, Inc. (the “Company”) held its 2025 Special Meeting of Stockholders (the “Special Meeting”), which had been previously postponed, to consider and vote on the proposals set forth below, each of which is described in detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 24, 2025 (the “Proxy Statement”).
The following actions were taken at such meeting:
1.
The Company’s stockholders approved the repricing of certain warrants to purchase common stock, par value $0.0001 per share (the “Common Stock”), issued in July 2024, in accordance with New York Stock Exchange (“NYSE”) Listing Rule 312.03(c). The results of such vote were as follows:
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Votes For |
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Votes Against |
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Abstentions |
2,601,734 |
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292,618 |
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201,545 |
2.
The Company’s stockholders approved the issuance of shares of Common Stock upon the exercise of the warrants to purchase Common Stock issued in January 2025, in accordance with NYSE Listing Rule 312.03(c). The results of such vote were as follows:
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Votes For |
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Votes Against |
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Abstentions |
2,787,134 |
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264,121 |
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44,642 |
3.
The Company’s stockholders approved the issuance of shares of Common Stock upon the exercise of the warrants to purchase Common Stock issued in February 2025, in accordance with NYSE Listing Rule 312.03(c). The results of such vote were as follows:
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Votes For |
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Votes Against |
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Abstentions |
2,601,694 |
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263,870 |
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230,333 |
4.
The Company’s stockholders approved an amendment to the Amended Note Purchase Agreement, dated April 14, 2024, by and between the Company and the other parties named thereto, as amended from time to time (the “Amended Note Purchase Agreement”), which would, if, at any time, the Company’s market capitalization falls below $15 million (the “Market Capitalization Condition”), reduce the effective conversion price (the “Conversion Price”) of up to $10 million aggregate principal amount of the convertible senior secured notes sold pursuant to the Amended Note Purchase Agreement (“Notes”) as set forth in the proposal, in accordance with NYSE Listing Rules 312.03(b)(i), 312.03(c) and 312.03(d). The results of such vote were as follows:
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Votes For |
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Votes Against |
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Abstentions |
2,589,686 |
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297,894 |
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208,317 |
5.
The Company’s stockholders approved an amendment to the Amended Note Purchase Agreement, which would, without regard to the Market Capitalization Condition, for a period beginning on the date of stockholder approval of such proposal and ending on the first anniversary thereof, reduce the effective Conversion Price of up to an additional $17 million aggregate principal amount of Notes as set forth in the proposal, in accordance with NYSE Listing Rules 312.03(b)(i), 312.03(c) and 312.03(d). The results of such vote were as follows:
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Votes For |
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Votes Against |
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Abstentions |
2,584,817 |
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302,486 |
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208,594 |
The proposal to adjourn the Special Meeting, if necessary, to permit further solicitation and vote of proxies in the event that there were insufficient votes in favor of Proposals 1, 2, 3, 4 and 5 was not necessary since there were sufficient votes to approve Proposals 1, 2, 3, 4 and 5. The vote on such adjournment proposal was 2,618,050 shares for, 275,390 against, and 202,457 abstaining.
No other matters were submitted to or voted on by the Company’s stockholders at the Special Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ALLURION TECHNOLOGIES, INC. |
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Date: |
April 10, 2025 |
By: |
/s/ Brendan M. Gibbons |
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Name:
Title:
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Brendan M. Gibbons
Chief Legal Officer |
