Aclarion Files 8-K on Material Definitive Agreement

TL;DR

Aclarion just filed an 8-K about a new material agreement, but the specific terms aren't in this snippet.

AI Summary

Aclarion, Inc. filed an 8-K on February 27, 2024, reporting the entry into a Material Definitive Agreement and other events. The filing indicates the company's legal domicile is Delaware and its business address is 8181 Arista Place, Suite 100, Broomfield, CO 80021. Specific details regarding the agreement's terms or financial impact are not provided in this excerpt, which primarily contains filing metadata.

Why It Matters

Material definitive agreements can significantly alter a company's operations, financial standing, or strategic direction, impacting investors and future business prospects. Without specific details, the full implications of this agreement remain unknown.

Risk Assessment

Risk Level: medium — The nature and terms of the material definitive agreement are not disclosed in this filing excerpt, making its potential impact on the company's risk profile uncertain.

Key Players & Entities

• Aclarion, Inc. (company) — registrant
• Delaware (location) — state of incorporation
• February 27, 2024 (date) — date of earliest event reported
• 8181 Arista Place, Suite 100, Broomfield, CO 80021 (location) — business address
• Nocimed, Inc. (company) — former company name

FAQ

Key Financial Figures

• $0.58 — 5,175,000 units ("Units") at a price of $0.58 per Unit, for gross proceeds of approxi
• $3.0 m — it, for gross proceeds of approximately $3.0 million, before deducting offering expens
• $0.00001 — e immediately exercisable at a price of $0.00001 per share of common stock and only expi
• $100,000 — le fees of legal counsel, not to exceed $100,000. The Placement Agent Agreement also con
• $2.5 million — es the Company to maintain a minimum of $2.5 million in stockholders' equity for continued l

Filing Documents

• acon_8k.htm (8-K) — 43KB
• 0001683168-24-001196.txt ( ) — 260KB
• acon-20240227.xsd (EX-101.SCH) — 4KB
• acon-20240227_def.xml (EX-101.DEF) — 26KB
• acon-20240227_lab.xml (EX-101.LAB) — 36KB
• acon-20240227_pre.xml (EX-101.PRE) — 25KB
• acon_8k_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Public Offering; Placement Agent Agreement; Warrants; Prefunded Warrants On February 26, 2024, Aclarion, Inc. ("Aclarion" or the "Company") entered into a placement agency agreement (the "Placement Agent Agreement") with Maxim Group LLC ("Maxim" or the "Placement Agent") pursuant to which the Company engaged Maxim as the placement agent for a registered public offering by the Company (the "Offering"), of an aggregate of 5,175,000 units ("Units") at a price of $0.58 per Unit, for gross proceeds of approximately $3.0 million, before deducting offering expenses. Each Unit is comprised of (i) one share of common stock or, in lieu of common stock or one prefunded warrant to purchase a share of common stock, and (ii) two common warrants, each common warrant to purchase a share of common stock. The prefunded warrants are immediately exercisable at a price of $0.00001 per share of common stock and only expire when such prefunded warrants are fully exercised. The common warrants are immediately exercisable at a price of $0.58 per share of common stock and will expire five years from the date of issuance. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Units. The Company agreed to pay the Placement Agent a placement agent fee in cash equal to 7.00% of the gross proceeds from the sale of the Units. The Company also agreed to reimburse the Placement Agent for all reasonable travel and other out-of-pocket expenses, including the reasonable fees of legal counsel, not to exceed $100,000. The Placement Agent Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature. The representations, warranties and covenants contained in the Placement Agent Agreement were made only for purposes of such agreement and as of a specific date, were solely for the benefit of the parties to such agreement, and may be subject

01 Other Events

Item 8.01 Other Events As previously disclosed, the Company received written notice from Nasdaq that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) (the "Rule"), which requires the Company to maintain a minimum of $2.5 million in stockholders' equity for continued listing on The Nasdaq Capital Market. Subsequent to a hearing before a Nasdaq Hearings Panel, the Company was granted an extension, ultimately, through February 27, 2024, to evidence compliance with the Rule. As a result of the Offering described above, the Company believes it has stockholders' equity of at least $2.5 million as of the date of this filing. The Company awaits Nasdaq's formal determination that it has evidenced compliance with the Rule and the terms of the Panel's decision such that the listing matter may be closed.

Forward-Looking Statements

Forward-Looking Statements This current report on Form 8-K contains forward-looking include but are not limited to statements about the use of proceeds of the Offering and other statements that are not historical facts. These forward-looking statements are subject to risks and uncertainties that may cause actual results or events to differ materially from those projected, including but not limited to the risks that the Company does not utilize the proceeds from the Offering as outlined herein. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management's current estimates, projections, expectations and beliefs. The Company undertakes no obligation to publicly revise or update the forward-looking statements to reflect events or circumstances that arise after the date of this report.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 1.1 Form of Placement Agent Agreement (incorporated by reference to Exhibit 1.1 filed with Amendment No. 3 to the Company's Registration on Form S-1 (File no. 333-275989 filed February 23, 2024) 4.1 Form of Common Warrant (incorporated by reference to Exhibit 4.5 filed with Amendment No. 1 to the Company's Registration on Form S-1 (File no. 333-275989) filed February 6, 2024) 4.2 Form of Prefunded Warrant (incorporated by reference to Exhibit 4.6 filed with Amendment No. 1 to the Company's Registration on Form S-1 (File no. 333-275989) filed February 6, 2024) 4.3 Form of Warrant Agency Agreement (incorporated by reference to Exhibit 4.7 filed with Amendment No. 3 to the Company's Registration on Form S-1 (File no. 333-275989) filed February 23, 2024) 10.1 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.32 filed with Amendment No. 3 to the Company's Registration on Form S-1 (File no. 333-275989) filed February 23, 2024) 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. February 27, 2024 By: /s/ John Lorbiecki Name: John Lorbiecki Title: Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR