Aclarion 8-K: Material Modifications to Security Holder Rights

TL;DR

**Aclarion just changed shareholder rights and bylaws, potentially impacting stock and warrants.**

AI Summary

Aclarion, Inc. filed an 8-K on January 4, 2024, reporting an event that occurred on January 3, 2024, related to material modifications to the rights of security holders and amendments to its Articles of Incorporation or Bylaws. This filing indicates potential changes to the terms of Aclarion's Common Stock and Warrants, which could impact the value or control for existing shareholders. Investors should understand these changes as they might dilute ownership or alter the future exercise of warrants.

Why It Matters

This filing signals potential changes to Aclarion's corporate structure or shareholder rights, which could affect stock value and investor control. Shareholders need to understand these modifications to assess their investment's future.

Risk Assessment

Risk Level: medium — Changes to security holder rights and corporate bylaws can significantly alter an investment's risk profile, potentially leading to dilution or reduced shareholder influence.

Analyst Insight

Investors should seek out the full details of the 'Material Modifications to Rights of Security Holders' and 'Amendments to Articles of Incorporation or Bylaws' to understand their potential impact on share value and voting power. This filing is a notification, not a detailed explanation.

Key Numbers

• 001-41358 — SEC File Number (Identifies Aclarion's registration with the SEC.)
• 833-275-2266 — Business Phone Number (Contact information for Aclarion, Inc.)

Key Players & Entities

• Aclarion, Inc. (company) — the registrant filing the 8-K
• January 3, 2024 (date) — date of the earliest event reported
• January 4, 2024 (date) — date the 8-K was filed
• Delaware (company) — state of incorporation for Aclarion, Inc.
• 001-41358 (dollar_amount) — Commission File Number for Aclarion, Inc.
• 47-3324725 (dollar_amount) — IRS Employer Identification No. for Aclarion, Inc.
• 8181 Arista Place, Suite 100, Broomfield, Colorado 80021 (company) — Address of Principal Executive Offices for Aclarion, Inc.
• (833) 275-2266 (dollar_amount) — Registrant's telephone number
• Nocimed, Inc. (company) — Former name of Aclarion, Inc.
• 20150226 (date) — Date of name change from Nocimed, Inc. to Aclarion, Inc.

FAQ

Filing Documents

• acon_8k.htm (8-K) — 36KB
• acon_ex0301.htm (EX-3.1) — 6KB
• image_003.jpg (GRAPHIC) — 78KB
• image_004.jpg (GRAPHIC) — 484KB
• 0001683168-24-000066.txt ( ) — 1035KB
• acon-20240103.xsd (EX-101.SCH) — 4KB
• acon-20240103_def.xml (EX-101.DEF) — 26KB
• acon-20240103_lab.xml (EX-101.LAB) — 36KB
• acon-20240103_pre.xml (EX-101.PRE) — 25KB
• acon_8k_htm.xml (XML) — 5KB

03

Item 3.03 Material Modifications to Rights of Security Holders . To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 3, 2024, Aclarion, Inc. (the "Company") filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Amendment") with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company's common stock at a ratio of one-for-sixteen. The Certificate of Amendment provides that the reverse stock split became effective as of 5:00 P.M. Eastern Time on January 3, 2024 (the "Effective Time"), at which time every sixteen (16) shares of the Company's issued and outstanding common stock were automatically combined into one (1) issued and outstanding share of common stock, without any change in the par value per share. The Certificate of Amendment provides that in the event a stockholder would otherwise be entitled to receive a fraction of a share of common stock, such stockholder shall receive one whole share of common stock in lieu of such fractional share and no fractional shares shall be issued. Trading of the Company's common stock on Nasdaq on a split-adjusted basis commenced at market open on January 4, 2024. The new CUSIP number for the common stock following the reverse stock split is 655187201. As a result of the reverse stock split, the Company's issued and outstanding shares of common stock were decreased from approximately 13.4 million pre-split shares to approximately 840,000 post-split shares. The reverse stock split did not change the number of authorized shares of the Company's common stock, which remains at 200 million shares. The reverse stock split will apply to the Company's outstanding warrants, stock options and restricted stock units. The number of shares of common stock into which these outstanding securities are convertible or exercisable will be adjusted proportionately as a result of the reverse stock split. The exercise prices of any outstanding warrants or s

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company dated January 3, 2024 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document 2

SIGNATURES

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. ACLARION, INC. January 4, 2024 By: /s/ John Lorbiecki Name: John Lorbiecki Title: Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR