Aclarion Sells Unregistered Equity, Warrants on Jan 29
Ticker: ACONW · Form: 8-K · Filed: Jan 29, 2024 · CIK: 1635077
| Field | Detail |
|---|---|
| Company | Aclarion, INC. (ACONW) |
| Form Type | 8-K |
| Filed Date | Jan 29, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $1,250,000, $750,000, $250,000, $1,185,226 |
| Sentiment | mixed |
Complexity: simple
Sentiment: mixed
Topics: equity-offering, private-placement, dilution, warrants
TL;DR
**Aclarion just sold new shares and warrants privately, likely diluting existing stock.**
AI Summary
On January 29, 2024, Aclarion, Inc. entered into a material definitive agreement for an unregistered sale of equity securities. This means the company sold new shares and warrants to investors without a public offering, likely to raise capital. This could dilute the value of existing shares, as more shares are now outstanding, which typically matters to current shareholders because it can depress the stock price.
Why It Matters
This filing indicates Aclarion, Inc. raised capital through private sales of stock and warrants, which can dilute existing shareholders' ownership and potentially impact the stock price.
Risk Assessment
Risk Level: medium — Unregistered sales of equity can lead to dilution for existing shareholders, which is a moderate risk for stock value.
Analyst Insight
Investors should investigate the terms of the unregistered equity sale, including the number of shares and warrants issued and the price, to assess the potential dilution and its impact on their investment in Aclarion, Inc.
Key Players & Entities
- Aclarion, Inc. (company) — the registrant selling equity securities
- January 29, 2024 (date) — date of the earliest event reported and the material definitive agreement
- 001-41358 (other) — Commission File Number for Aclarion, Inc.
FAQ
What was the primary event reported by Aclarion, Inc. on January 29, 2024?
The primary events reported by Aclarion, Inc. on January 29, 2024, were the entry into a Material Definitive Agreement and Unregistered Sales of Equity Securities, as stated in the 'ITEM INFORMATION' section of the filing.
What type of securities were sold in the unregistered sale?
The filing indicates 'Unregistered Sales of Equity Securities' and specifically mentions 'Common Stock Par Value 0.00001 Per Share' and 'Warrants Each Exercisable For One Share Of Common Stock' as part of the transaction on January 29, 2024.
What is Aclarion, Inc.'s business address?
Aclarion, Inc.'s business address is 8181 Arista Place, Suite 100, Broomfield, Colorado 80021, as listed under 'BUSINESS ADDRESS' in the filing.
What is the significance of an 'Unregistered Sale of Equity Securities' for investors?
An 'Unregistered Sale of Equity Securities' means the company sold shares and warrants directly to investors without a public offering. This can lead to dilution of existing shareholders' ownership, as more shares are now outstanding, potentially impacting the stock's value.
What is Aclarion, Inc.'s former company name?
Aclarion, Inc.'s former company name was Nocimed, Inc., with a date of name change on 20150226, as stated under 'FORMER COMPANY' in the filing.
Filing Stats: 881 words · 4 min read · ~3 pages · Grade level 12.9 · Accepted 2024-01-29 06:04:31
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
- $1,185,226 — exchange an aggregate of approximately $1,185,226 of principal and accrued interest on th
Filing Documents
- acon_8k.htm (8-K) — 36KB
- 0001683168-24-000519.txt ( ) — 251KB
- acon-20240129.xsd (EX-101.SCH) — 4KB
- acon-20240129_def.xml (EX-101.DEF) — 26KB
- acon-20240129_lab.xml (EX-101.LAB) — 36KB
- acon-20240129_pre.xml (EX-101.PRE) — 25KB
- acon_8k_htm.xml (XML) — 6KB
01 Entry into a Material Definitive
Item 1.01 Entry into a Material Definitive Agreement. Additional Exchange Agreements From January 23 to January 26, 2024, the Company entered into additional exchange agreements with the accredited investors. The Company has issued (pursuant to all of the exchange agreements) an aggregate 500,000 shares of common stock to exchange an aggregate of approximately $1,185,226 of principal and accrued interest on the notes. As a result of the exchange agreement transactions, the Company's outstanding shares of common has increased to 1,791,375 shares as of January 26, 2024. 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 as exhibit 10.1 to our Current Report on Form 8-K on January 23, 2024. 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 execution and delivery of one or more additional definitive agreements with respect thereto. The foregoing description of the exchange agreements is a summary only, does not purport to be complete and is qualified in its entirety by the full text of the form of Exchange Agreement, a copy of was filed as Exhibit 10.1 to our Current Report on Form 8-K on January 23, 2024 and incorporated herein by reference.
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. 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 29, 2024 By: /s/ John Lorbiecki Name: John Lorbiecki Title: Chief Financial Officer 3