Aclarion Sells Unregistered Equity, Warrants; Dilution Risk
Ticker: ACONW · Form: 8-K · Filed: Jan 23, 2024 · CIK: 1635077
| Field | Detail |
|---|---|
| Company | Aclarion, INC. (ACONW) |
| Form Type | 8-K |
| Filed Date | Jan 23, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $1,250,000, $750,000, $250,000, $157,365.60, $2.8101 |
| Sentiment | bearish |
Complexity: simple
Sentiment: bearish
Topics: equity-offering, dilution, unregistered-sale, warrants
TL;DR
**Aclarion just sold new shares and warrants privately, likely diluting your stake.**
AI Summary
Aclarion, Inc. (ACON) entered into a material definitive agreement on January 22, 2024, involving the unregistered sale of equity securities. This means the company sold new shares and warrants to investors without a public offering, which typically dilutes the value of existing shares. For current or potential shareholders, this matters because the increased number of shares could reduce the earnings per share and overall stock price, reflecting a potential need for capital that couldn't be raised through traditional means.
Why It Matters
This unregistered sale of equity and warrants suggests Aclarion needed to raise capital, potentially diluting existing shareholders and impacting future stock performance.
Risk Assessment
Risk Level: medium — The unregistered sale of equity and warrants introduces dilution risk for existing shareholders and indicates a need for capital, which can be a sign of financial strain.
Analyst Insight
A smart investor would carefully evaluate the terms of the unregistered equity sale, including the number of shares and warrants issued, to assess the potential dilution and its impact on Aclarion's future earnings per share and stock valuation before making any investment decisions.
Key Players & Entities
- Aclarion, Inc. (company) — the registrant selling equity securities
- January 22, 2024 (date) — date of the earliest event reported, entry into material definitive agreement
- 001-41358 (other) — Commission File Number for Aclarion, Inc.
Forward-Looking Statements
- Aclarion's stock price will experience downward pressure due to dilution from the unregistered equity sale. (ACON) — medium confidence, target: Q1 2024
FAQ
What type of agreement did Aclarion, Inc. enter into on January 22, 2024?
Aclarion, Inc. entered into a Material Definitive Agreement on January 22, 2024, as reported in Item 1.01 of the 8-K filing.
What specific type of securities were sold in an unregistered manner by Aclarion, Inc.?
Aclarion, Inc. sold equity securities and warrants, each exercisable for one share of common stock, in an unregistered manner, as indicated by Item 3.02 of the filing.
What is the par value of Aclarion, Inc.'s common stock?
The par value of Aclarion, Inc.'s common stock is $0.00001 per share, as specified in the filing's XBRL data (ACON:CommonStockParValue0.00001PerShareMember).
What is Aclarion, Inc.'s business address and phone number?
Aclarion, Inc.'s business address is 8181 Arista Place, Suite 100, Broomfield, Colorado 80021, and its telephone number is (833) 275-2266.
What was Aclarion, Inc.'s former company name and when did the name change occur?
Aclarion, Inc.'s former company name was Nocimed, Inc., and the name change occurred on February 26, 2015 (20150226).
Filing Stats: 838 words · 3 min read · ~3 pages · Grade level 12.1 · Accepted 2024-01-23 09:53:59
Key Financial Figures
- $1,250,000 — ing. At that time, the Company received $1,250,000 of gross proceeds in connection with th
- $750,000 — ing. The Company received an additional $750,000 of gross proceeds in connection with th
- $250,000 — ing. The Company received an additional $250,000 of gross proceeds in connection with th
- $157,365.60 — th the accredited investors to exchange $157,365.60 of principal and accrued interest on th
- $2.8101 — of common stock at an exchange price of $2.8101 per common share. The Company and the
Filing Documents
- acon_8k.htm (8-K) — 38KB
- acon_ex1001.htm (EX-10.1) — 113KB
- 0001683168-24-000377.txt ( ) — 391KB
- acon-20240122.xsd (EX-101.SCH) — 4KB
- acon-20240122_def.xml (EX-101.DEF) — 26KB
- acon-20240122_lab.xml (EX-101.LAB) — 36KB
- acon-20240122_pre.xml (EX-101.PRE) — 25KB
- acon_8k_htm.xml (XML) — 5KB
01 Entry into a Material Definitive
Item 1.01 Entry into a Material Definitive Agreement. Background As previously disclosed, on May 16, 2023, Aclarion, Inc. (the "Company", "we" and "us") entered into a securities purchase agreement with accredited investors for an unsecured non-convertible note financing. At that time, the Company received $1,250,000 of gross proceeds in connection with the first tranche closing of this financing. As previously disclosed, on September 1, 2023, the Company closed the second tranche of this financing. The Company received an additional $750,000 of gross proceeds in connection with the second tranche closing of this financing. As previously disclosed, on November 1, 2023, the Company closed a third tranche of this financing. The Company received an additional $250,000 of gross proceeds in connection with the third tranche closing of this financing. Exchange Agreement On January 22, 2024, the Company entered into an exchange agreement (the "Exchange Agreement") with the accredited investors to exchange $157,365.60 of principal and accrued interest on the notes for 56,000 shares of common stock at an exchange price of $2.8101 per common share. The Company and the accredited investors may elect in the future to effect additional exchanges of the notes for common stock. Any such future exchanges would be negotiated and agreed to among the parties. The parties expect that any such future exchanges, if any, would be on substantially similar terms as are described in the form of Exchange Agreement filed below as exhibit 10.1. Notwithstanding that the Company desires to consummate one or more additional exchanges in the future, at this time the Company has no such additional oral or written agreements to consummate any such exchanges, and, as such, we cannot guarantee that any such exchanges will occur in the future. The occurrence of any such exchange is contingent on reaching mutual agreement with the institutional investor on the terms and conditions and the exec
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the exchange common shares is incorporated by reference into Item 3.02 of this Current Report on Form 8-K. The issuance of the exchange common shares is intended to be exempt from registration pursuant to the exemptions under Section 3(a)(9) and Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Form of Exchange Agreement 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document 3
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 23, 2024 By: /s/ John Lorbiecki Name: John Lorbiecki Title: Chief Financial Officer 4