Allurion Restates 2023 Financials, Cites Internal Control Weakness

Ticker: ALURW · Form: 10-K/A · Filed: Aug 28, 2025 · CIK: 1964979

Sentiment: bearish

Topics: Restatement, Internal Controls, Material Weakness, Financial Reporting, Reverse Stock Split, SEC Filing, Medical Devices

Related Tickers: ALUR, ALURW

TL;DR

**Allurion's restatement due to internal control failures is a red flag; avoid until they prove financial reporting reliability.**

AI Summary

Allurion Technologies, Inc. (ALURW) filed a 10-K/A Amendment No. 2 on August 28, 2025, restating its audited consolidated financial statements for the fiscal year ended December 31, 2023, and other periods. The restatement addresses an error identified during the preparation of Q2 2025 financials, which caused overstatements and understatements in Other comprehensive income (loss), Other income (expense), Net income (loss), Accumulated other comprehensive income (loss), and Accumulated deficit. This error, originating from a material weakness in internal controls related to insufficient public company and technical accounting experience, did not impact revenue, gross profit, operating expenses, operating profit (loss), or cash and cash equivalents. Additionally, the company corrected an immaterial error related to Other liabilities and Other income (expense) misclassifications for fiscal years 2023 and 2024. The filing also retrospectively adjusted for a 1-to-25 reverse stock split effective January 3, 2025, impacting Management's Discussion and Analysis and Financial Statements. The aggregate market value of non-affiliate common equity was approximately $132,269,016 as of December 29, 2023, with 47,852,203 shares outstanding as of March 22, 2024.

Why It Matters

This restatement signals significant internal control deficiencies at Allurion Technologies, impacting investor confidence and potentially increasing regulatory scrutiny. While revenue and cash were unaffected, the misstatements in key profitability and equity metrics raise concerns about the accuracy of past financial reporting, which is critical for investor decision-making. Competitors in the weight loss device market, such as Medtronic plc (a collaborator with Allurion), will be watching closely to see if these issues affect Allurion's operational stability or market position. Employees and customers may also question the company's financial integrity, potentially affecting morale and brand perception.

Risk Assessment

Risk Level: high — The company explicitly states that the restatement resulted from a 'material weakness related to the lack of sufficient levels of staff with public company and technical accounting experience' and that 'management has concluded that the Company's internal control over financial reporting was not effective as of December 31, 2023.' This systemic failure in financial reporting controls, leading to multiple restatements across several periods (2023, 2024, and Q1-Q3 2024, Q1 2025), indicates a high risk of future financial misstatements and potential regulatory penalties.

Analyst Insight

Investors should exercise extreme caution and consider divesting or avoiding ALURW shares until the company demonstrates a clear and effective remediation of its material weaknesses in internal controls. Monitor subsequent filings for evidence of improved financial reporting and management's ability to prevent future errors. New investors should wait for several quarters of clean financial reports.

Key Numbers

Key Players & Entities

FAQ

Why did Allurion Technologies restate its financial statements for December 31, 2023?

Allurion Technologies restated its financial statements for December 31, 2023, due to an error identified during the preparation of its Q2 2025 financials. This error caused misstatements in Other comprehensive income (loss), Other income (expense), Net income (loss), Accumulated other comprehensive income (loss), and Accumulated deficit, stemming from a material weakness in internal controls related to insufficient public company and technical accounting experience.

What was the impact of the identified error on Allurion Technologies' revenue and cash?

The identified error had no impact on Allurion Technologies' revenue, gross profit, operating expenses, operating profit (loss), or cash and cash equivalents. The misstatements were confined to specific comprehensive income, net income, and equity accounts.

What is the significance of the material weakness in internal control over financial reporting for Allurion Technologies?

The material weakness signifies that Allurion Technologies' internal control over financial reporting was not effective as of December 31, 2023. This indicates a deficiency in the company's ability to prevent or detect material misstatements in its financial statements, posing a significant risk to the reliability of its financial reporting.

How did the 1-to-25 reverse stock split affect Allurion Technologies' 10-K/A filing?

The 1-to-25 reverse stock split, effective January 3, 2025, led to retrospective adjustments in Part II - Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, and Part II - Item 8, Financial Statements and Supplementary Data, to reflect its effects on per-share data and other related metrics.

Which specific financial periods are affected by Allurion Technologies' restatements?

The restatements affect the fiscal years ended December 31, 2023 and 2024, and the fiscal quarters ended March 31, 2024, June 30, 2024, September 30, 2024, and March 31, 2025. Investors are advised to rely only on the restated financial information.

What items were amended in Allurion Technologies' Form 10-K/A?

The Form 10-K/A amends and restates Part I - Item 1A. Risk Factors, Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Part II - Item 8. Financial Statements and Supplementary Data, Part II - Item 9A. Controls and Procedures, and Part IV - Item 15. Exhibits and Financial Statement Schedules.

What is Allurion Technologies' market value of non-affiliate common equity?

As of December 29, 2023, the aggregate market value of Allurion Technologies' voting and non-voting common equity held by non-affiliates was approximately $132,269,016, based on a closing price of $3.74 per share.

What are the planned remedial measures for Allurion Technologies' internal control weaknesses?

The filing indicates that Part II - Item 9A. Controls and Procedures in this Form 10-K/A provides additional information related to the material weaknesses in disclosure controls and procedures and internal control over financial reporting and the planned remedial measures. Specific details would be found within that section of the full filing.

Should investors rely on previously filed reports from Allurion Technologies for the affected periods?

No, investors and other readers should rely only on the financial information and related disclosures regarding the Affected Periods in this Form 10-K/A, the described amendments to the Annual Reports and Quarterly Reports, and any other future SEC filings, and should not rely on prior reports or communications relating to these periods.

What is the primary product that drives Allurion Technologies' revenue?

Allurion Technologies expects its revenues to continue to be driven primarily by sales of the Allurion Balloon, a swallowable, procedure-less intragastric balloon for weight loss.

Risk Factors

Industry Context

Allurion Technologies operates in the medical device sector, specifically focusing on weight-loss solutions. The industry is characterized by innovation, regulatory oversight (FDA approval), and competition from various bariatric procedures and other weight management programs. Trends include increasing demand for less invasive solutions and technological advancements in device design and patient monitoring.

Regulatory Implications

The restatement of financial statements due to a material weakness in internal controls can lead to increased scrutiny from the SEC and investors. Companies must demonstrate remediation of control deficiencies to regain confidence and avoid potential penalties or further regulatory actions.

What Investors Should Do

  1. Review the restated financial statements carefully.
  2. Assess the company's remediation plan for the material weakness.
  3. Consider the impact of the reverse stock split on share count and per-share metrics.
  4. Monitor future SEC filings for updates on internal controls and financial performance.

Key Dates

Glossary

10-K/A
An amendment to a company's annual report (Form 10-K) filed with the SEC, used to correct or update previously filed information. (This filing is an amendment to Allurion's 10-K, indicating significant corrections or updates to its financial reporting.)
Other comprehensive income (loss)
Includes gains and losses that are not recognized in net income on the income statement but are reported separately. Examples include unrealized gains/losses on certain investments and foreign currency translation adjustments. (Errors in reporting this item contributed to the restatement, affecting the company's overall equity position.)
Accumulated other comprehensive income (loss)
The cumulative total of other comprehensive income (loss) items over time, reported on the balance sheet. (The restatement directly impacted this balance sheet account, reflecting the cumulative effect of the identified errors.)
Accumulated deficit
The cumulative net losses of a company that have not been offset by net income or other gains. It represents a deficit in retained earnings. (The restatement of net income (loss) directly affected the accumulated deficit, indicating a change in the company's historical profitability.)
Reverse Stock Split
A corporate action where a company reduces the total number of its outstanding shares by consolidating them. This typically increases the per-share market price. (Allurion implemented a 1-to-25 reverse stock split, which required retrospective adjustments to share counts and per-share metrics in its financial reporting.)
Material Weakness
A deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. (The identified material weakness in accounting experience was the root cause of the financial reporting errors and the subsequent restatement.)

Year-Over-Year Comparison

This filing is an amendment (10-K/A) to the original 10-K, primarily addressing restated financial statements for the fiscal year ended December 31, 2023, and other periods. The key difference is the correction of accounting errors that impacted comprehensive income, net income, and accumulated balances, stemming from a material weakness in internal controls. While revenue, gross profit, and operating expenses were not affected, the restatement necessitates a re-evaluation of the company's financial integrity and reporting accuracy. Additionally, the filing incorporates retrospective adjustments for a recent reverse stock split.

Filing Stats: 4,394 words · 18 min read · ~15 pages · Grade level 16.6 · Accepted 2025-08-28 16:30:40

Key Financial Figures

Filing Documents

- Item 1A. Risk Factors

Part I - Item 1A. Risk Factors

- Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

- Item 8. Financial Statements and Supplementary Data

Part II - Item 8. Financial Statements and Supplementary Data

- Item 9A. Controls and Procedures

Part II - Item 9A. Controls and Procedures

- Item 15. Exhibits and Financial Statement Schedules

Part IV - Item 15. Exhibits and Financial Statement Schedules 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-K/A as Exhibits 31.1, 31.2, 32.1 and 32.2, and an updated Consent of Independent Registered Public Accounting Firm is being filed as Exhibit 23.1. This Form 10-K/A also includes an updated Report of Independent Registered Public Accounting Firm on the Company's consolidated financial statements as of and for the years ended December 31, 2023 and 2022 and updated signature page. This Form 10-K/A sets forth the information in the Original Form 10-K in its entirety, as such information is amended and restated where necessary to reflect the restatement, Reverse Stock Split (with respect to Items 7 and 8 only) and related revisions. Except as provided above, this Form 10-K/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-K to the date this Form 10-K/A is filed. As such, forward-looking statements included in this Form 10-K/A may represent management's views as of the date of the Original Form 10-K and should not be assumed to be accurate as of any date thereafter. Accordingly, this Form 10-K/A should be read in conjunction with the Company's other SEC filings. Restatement Background i 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

Business

Business 7 Item 1A.

Risk Factors

Risk Factors 30 Item 1B. Unresolved Staff Comments 74 Item 1C. Cybersecurity 74 Item 2.

Properties

Properties 74 Item 3.

Legal Proceedings

Legal Proceedings 75 Item 4. Mine Safety Disclosures 75 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 76 Item 6. [Reserved] 76 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 77 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 92 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 94 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 94 Item 9A.

Controls and Procedures

Controls and Procedures 94 Item 9B. Other Information 95 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 95 PART III Item 10. Directors, Executive Officers and Corporate Governance 96 Item 11.

Executive Compensation

Executive Compensation 103 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 109 Item 13. Certain Relationships and Related Transactions, and Director Independence 111 Item 14. Principal Accountant Fees and Services 114 PART IV Item 15. Exhibits and Financial Statement Schedules 116 Item 16. Form 10-K Summary 119 iii Cautionary Statement Regarding Forward-Looking Statements This Amended Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and these statements involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this Amended Annual Report on Form 10-K are forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the plans, strategies and prospects, both business and financial, of Allurion Technologies, Inc. ("Allurion"). These statements are based on the beliefs and assumptions of the management of Allurion. Although Allurion believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, Allurion cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words "believes", "estimates", "expects", "projects", "target", "goal", "forecasts", "may", "will", "potential", "should", "would", "could", "future", "seeks", "plans", "predicts", "propose", "scheduled", "anticipates", "intends", or similar ex

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