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Allurion Technologies Holdings Inc.

08/19/2025 | Press release | Distributed by Public on 08/19/2025 14:53

Amendment to Quarterly Report (Form 10-Q/A)

This Amendment No. 1 on Form 10-Q/A ("Form 10-Q/A") amends and restates certain items in Allurion Technologies, Inc.'s (the "Company") Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, initially filed with the Securities and Exchange Commission (the "SEC") on May 15, 2025 (the "Original Form 10-Q").

In this Form 10-Q/A, the Company is restating its previously issued unaudited condensed consolidated financial statements for the quarters ended March 31, 2025 and 2024, as further described below.

The Company previously filed Amendment No. 1 to its Annual Reports on Form 10-K for the fiscal year ended December 31, 2024 with the SEC on August 19, 2025 (the "Form 10-K/A") to restate its previously issued audited consolidated financial statements as of and for the fiscal year ended December 31, 2024. Further, the Company is filing amendments to (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as amended, (together with the Form 10-K/A, the "Annual Reports"), to restate its previously issued audited consolidated financial statements as of and for the fiscal year ended December 31, 2023 and (ii) its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2024, June 30, 2024, and September 30, 2024 (the "Quarterly Reports") to restate its previously issued unaudited condensed consolidated financial statements for the fiscal quarters ended March 31, 2024, June 30, 2024, and September 30, 2024.

The Company does not intend to amend any other reports previously filed with the SEC. Accordingly, investors and other readers should rely only on the financial information and related disclosures regarding the periods described above (the "Affected Periods") in this Form 10-Q/A, such amendments to the Annual Reports and Quarterly Reports described in the preceding paragraph, and in any other future filings with the SEC (as applicable) and should not rely on the prior reports of its independent registered public accounting firm on the consolidated financial statements as of and for the years ended December 31, 2023 and 2024, as applicable, or any previously furnished or filed reports, press releases, investor presentations or similar communications relating to the Affected Periods.

Items Amended in this Filing

This Form 10-Q/A amends and restates the following items of the Original Form 10-Q:

Part I - Item 1. Financial Statements
Part I - Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Part I - Item 4. Controls and Procedures
Part II - Item 6. Exhibits

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the certifications specified in Rule 13a-14 under the Exchange Act from the Company's Chief Executive Officer, dated as of the date hereof, are being filed or furnished, as applicable, with this Form 10-Q/A as Exhibits 31.1 and 32.1. This Form 10-Q/A also includes an updated signature page.

This Form 10-Q/A sets forth the information in the original Form 10-Q in its entirety, as such information is amended and restated where necessary to reflect the restatement and related revisions. Except as provided above, this Form 10-Q/A does not amend, update or change any other items or disclosures or otherwise reflect events occurring after the date of the Original Form 10-Q to the date this Form 10-Q/A is filed. Accordingly, this Form 10-Q/A should be read in conjunction with the Company's other SEC filings.

Except as otherwise provided, the disclosures in this Form 10-Q/A are made as of the date of the Original Form 10-Q and do not reflect any events that occurred after the date of the Original Form 10-Q or modify or update any other disclosures in the Original Form 10-Q affected by subsequent events. As such, forward-looking statements included in this Form 10-Q/A may represent management's views as of the date of the Original Form 10-Q and should not be assumed to be accurate as of any date thereafter.

Restatement Background

As described in the Company's Current Report on Form 8-K filed with the SEC on August 14, 2025, while preparing its unaudited condensed consolidated financial statements for the quarter ended June 30, 2025, the Company identified an error (the "Error") in the Company's historical consolidated financial statements as of and for the years ended December 31, 2023 and December 31, 2024, and the quarter and year-to-date periods ended March 31, 2024, June 30, 2024, September 30, 2024, and March 31, 2025 that caused both overstatements and understatements of Other comprehensive income (loss) as reflected in the consolidated statements of comprehensive income (loss), Other income (expense) as reflected in the consolidated statements of operations, Net income (loss) as reflected in the consolidated statements of comprehensive loss and consolidated statements of operations, and Accumulated other comprehensive income (loss) and Accumulated deficit as reflected in the consolidated balance sheets and consolidated statements of stockholders' deficit. The Company determined that the Error originated from the existing material weaknesses related to the lack of sufficient levels of staff with public company and technical accounting experience to maintain proper control activities and perform risk assessment and monitoring activities. These adjustments were inadvertently booked in the wrong

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