As filed with the Securities and Exchange Commission on June 18, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ALLURION TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
92-2182207 (I.R.S. Employer Identification Number) | |
| 11 Huron Drive Natick, MA (Address of Principal Executive Offices) |
01760 (Zip Code) | |
Allurion Technologies, Inc. 2023 Stock Option and Incentive Plan
Allurion Technologies, Inc. 2023 Employee Stock Purchase Plan
(Full title of the plans)
Shantanu Gaur
Chief Executive Officer
11 Huron Drive
Natick, MA 01760
(Name and address of agent for service)
(508) 647-4000
(Telephone number, including area code, of agent for service)
Copies to:
Danielle M. Lauzon
Jeffrey A. Letalien
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
Telephone: (617) 570-1000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This registration statement on Form S-8 relating to the Allurion Technologies, Inc. 2023 Stock Option and Incentive Plan (the “2023 Plan”) and the Allurion Technologies, Inc. 2023 Employee Stock Purchase Plan (the “2023 ESPP”) (together the “Plans”) of Allurion Technologies, Inc. (the “Registrant”) registers an aggregate of 447,254 additional shares of common stock, par value $0.0001 per share (“common stock”), of the Registrant reserved under the Plans, representing (x) an increase of (i) 142,763 shares reserved under the 2023 Plan, effective January 1, 2024, and (ii) 229,948 shares reserved under the 2023 Plan, effective January 1, 2025, and (y) an increase of (i) 28,553 shares reserved under the 2023 ESPP, effective January 1, 2024, and (ii) 45,990 shares reserved under the 2023 ESPP, effective January 1, 2025, in each case by operation of the Plans’ “evergreen” provision and as adjusted for the reverse stock split of 1-for-25 effected by the Registrant effective as of January 3, 2025. This registration statement registers additional securities of the same class as other securities for which a registration statement on Form S-8 relating to the Plans has previously been filed and is effective. Accordingly, pursuant to General Instruction E, the information contained in the Registrant’s registration statement on Form S-8 (File No. 333-275126) is hereby incorporated by reference and made a part of this registration statement, except as presented below in Part II, Item 8. Exhibits.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
EXHIBIT INDEX
| * | Filed herewith. |
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Natick, Commonwealth of Massachusetts, on June 18, 2025.
| ALLURION TECHNOLOGIES, INC. | ||||
| By: |
/s/ Shantanu Gaur | |||
| Name: |
Shantanu Gaur | |||
| Title: |
Chief Executive Officer and Director | |||
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints Shantanu Gaur as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person in the capacities and on the date indicated.
| Signature |
Title |
Date | ||
| /s/ Shantanu Gaur Shantanu Gaur |
Chief Executive Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
June 18, 2025 | ||
| /s/ Milena Alberti-Perez Milena Alberti-Perez |
Director |
June 18, 2025 | ||
| /s/ Michael Davin Michael Davin |
Director |
June 18, 2025 | ||
|
Krishna Gupta |
Director |
|||
| /s/ Larson Douglas Hudson Larson Douglas Hudson |
Director |
June 18, 2025 | ||
| /s/ Omar Ishrak Omar Ishrak |
Director |
June 18, 2025 | ||
| /s/ Keith B. Johns II Keith B. Johns II |
Director |
June 18, 2025 | ||
| /s/ Nicholas Lewin |
Director |
June 18, 2025 | ||
| Nicholas Lewin | ||||
| /s/ R. Jason Richey |
||||
| R. Jason Richey | Director |
June 18, 2025 | ||