Allurion Technologies, Inc. (NYSE: ALUR) (“Allurion” or the
“Company”), a company dedicated to ending obesity, today announced
that its Board of Directors has determined to effect a
one-for-twenty five reverse stock split of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”).
The reverse stock split will take effect at 12:01 a.m. Eastern
Time on January 3, 2025, and the Company’s Common Stock will begin
trading on a split-adjusted basis on The New York Stock Exchange
(“NYSE”) as of the opening of trading on January 3, 2025. The CUSIP
number of 02008G 201 will be assigned to the Company’s Common Stock
when the reverse stock split becomes effective.
When the reverse stock split becomes effective, every twenty
five (25) of the Company’s issued shares of Common Stock will be
combined into one (1) issued share of Common Stock, without any
change to the par value per share. This will reduce the number of
outstanding shares of Common Stock from approximately 67,781,585
million shares to approximately 2,711,263 million shares.
No fractional shares will be issued in connection with the
reverse stock split. Stockholders who would otherwise hold a
fraction of a share of Common Stock of the Company will
automatically be entitled to receive an additional fraction of a
share of Common Stock to round up to the next whole share.
Proportional adjustments will also be made to the number of
shares of Common Stock awarded and available for issuance under the
Company’s equity incentive plans, as well as the exercise price and
the number of shares issuable upon the exercise or conversion of
the Company’s outstanding stock options, restricted stock units and
other equity securities under the Company’s equity incentive plans.
Additionally, all outstanding convertible notes will be adjusted in
accordance with their terms, which will, among other changes to the
convertible note terms, result in proportionate adjustments being
made to the number of shares issuable upon exercise of such
convertible notes and to the exercise and redemption prices of such
convertible notes. All outstanding warrants will also be adjusted
in accordance with their terms, which will, among other changes to
the warrant terms, result in proportionate adjustments being made
to the number of shares issuable upon exercise of such warrants and
to the exercise and redemption prices of such warrants.
Specifically, following the effectiveness of the reverse stock
split, every twenty five (25) shares of Common Stock that may be
purchased pursuant to the exercise of public warrants will
represent one (1) share of Common Stock that may be purchased
pursuant to such warrants. Accordingly, for the Company’s warrants
trading under the symbol “ALUR WS”, each whole public warrant will
be exercisable for 0.056818 shares of common stock at an exercise
price of $202.50 per share of Common Stock, which is based on each
public warrant being exercisable for 1.420455 shares of common
stock before the reverse stock split, adjusted for the 25:1 reverse
stock split ratio.
Stockholders with shares held in book-entry form or through a
bank, broker, or other nominee are not required to take any action
and will see the consequence of the reverse stock split reflected
in their accounts on or after January 3, 2025. Such beneficial
holders may contact their bank, broker, or nominee for more
information.
The reverse stock split ratio approved by the Board of Directors
is within the previously disclosed range of ratios for a reverse
stock split authorized by the stockholders of the Company at the
2024 Annual Meeting of Stockholders of the Company held on December
16, 2024.
On August 12, 2024, the Company received a letter (the “Minimum
Price Requirement Letter”) from the staff at the NYSE notifying the
Company that, for the 30 consecutive trading days prior to the date
of the Minimum Price Requirement Letter, the closing bid price for
the Common Stock had been below the minimum $1.00 per share, as set
forth in Rule 802.01C of the NYSE Listed Company Manual, which is
required for continued listing of the Common Stock on the NYSE (the
“Minimum Price Requirement”).
The Company believes that the reverse stock split will increase
the market price for its Common Stock and cure the deficiency in
the Minimum Price Requirement.
About Allurion
Allurion is dedicated to ending obesity. The Allurion Program is
a weight loss platform that features the Allurion Gastric Balloon,
the world’s first and only swallowable, ProcedurelessTM
intragastric balloon for weight loss, and offers access to the
Allurion Virtual Care Suite, including the Allurion Mobile App for
consumers, Allurion Insights for health care providers featuring
the Coach Iris Platform, and the Allurion Connected Scale. The
Allurion Virtual Care Suite is also available to providers
separately from the Allurion Program to help customize, monitor and
manage weight loss therapy for patients regardless of their
treatment plan: gastric balloon, surgical, medical or nutritional.
The Allurion Gastric Balloon is an investigational device in the
United States.
For more information about Allurion and the Allurion Virtual
Care Suite, please visit www.allurion.com.
Allurion is a trademark of Allurion Technologies, Inc. in the
United States and countries around the world.
Forward-Looking Statements
This press release may contain certain forward-looking
statements within the meaning of the U.S. federal and state
securities laws. These forward-looking statements generally are
identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,”
“will continue,” “will likely result,” and similar expressions and
include statements regarding the Company’s expectations with
respect to the timing and execution of its reverse stock split and
the Company’s intentions or ability to satisfy the continued
listing standards of the NYSE, including the Minimum Price
Requirement. Forward-looking statements are predictions,
projections and other statements about future events that reflect
the current beliefs and assumptions of Allurion’s management based
on information currently available to them and, as a result, are
subject to risks and uncertainties. Many factors could cause actual
future results or developments to differ materially from the
forward-looking statements in this communication, including but not
limited to (i) the ability of Allurion to obtain and maintain
regulatory approvals for and successfully commercialize its
program, including the Allurion Balloon, its VCS platform, and its
compounded GLP-1 program, in the United States and abroad, (ii) the
timing of, and results from, our clinical studies and trials and
submission of such results to regulatory authorities, (iii) the
evolution of the markets in which Allurion competes, (iv) the
ability of Allurion to defend its intellectual property, (v) the
impact of the COVID-19 pandemic, the Russia and Ukraine war, and
the conflict in the Middle East on Allurion’s business, (vi)
Allurion’s expectations regarding its market opportunities,
including those for the Allurion Program, its VCS platform, and its
compounded GLP-1 program (vii) the risk of economic downturns and a
changing regulatory landscape in the highly competitive industry in
which Allurion operates. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and
the other risks and uncertainties described in the “Risk Factors”
section of Allurion’s Annual Report on Form 10-K filed on March 26,
2024 (as subsequently amended), Quarterly Report on Form 10-Q filed
on November 13, 2024, and other documents filed by Allurion from
time to time with the U.S. Securities and Exchange Commission.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and Allurion assumes no obligation and does not intend
to update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise. Allurion
does not give any assurance that it will achieve its
expectations.
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version on businesswire.com: https://www.businesswire.com/news/home/20241224820812/en/
Global Media: Cedric Damour PR Manager +33 7 84 21 02 20
cdamour@allurion.com
Investor Contact: Mike Cavanaugh, Investor Relations ICR
Westwicke (617) 877-9641 mike.cavanaugh@westwicke.com
Allurion Technologies (NYSE:ALUR)
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