Aclarion, Inc. Files 8-K for Equity Sales and Financials

TL;DR

ACON filed an 8-K for equity sales & financials - check for details.

AI Summary

On August 14, 2024, Aclarion, Inc. entered into a material definitive agreement related to unregistered sales of equity securities. The filing also includes financial statements and exhibits, with the report dated August 16, 2024.

Why It Matters

This 8-K filing indicates Aclarion, Inc. has engaged in equity transactions and is providing updated financial information, which could impact investor understanding of the company's financial health and capital structure.

Risk Assessment

Risk Level: medium — Filings related to unregistered equity sales and financial statements can introduce uncertainty and potential dilution, requiring careful investor review.

Key Players & Entities

• Aclarion, Inc. (company) — Registrant
• August 14, 2024 (date) — Date of earliest event reported
• August 16, 2024 (date) — Date of report
• 001-41358 (company) — SEC File Number
• 47-3324725 (company) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $862,500 — , "we" and "us") closed a financing for $862,500 of unsecured non-convertible notes due
• $930,000 — ted investors to exchange approximately $930,000 of principal and accrued interest on th
• $1,000 — referred Stock") at a purchase price of $1,000 per share of Series B Preferred Stock.
• $0.234 — onversion price ("Conversion Price") of $0.234 per share of Common Stock. Terms of th
• $0.0468 — the greater of (x) the "Floor Price" of $0.0468 and (y) 80% of the lowest volume weight

Filing Documents

• acon_8k-exchange.htm (8-K) — 48KB
• acon_ex0301.htm (EX-3.1) — 342KB
• acon_ex1001.htm (EX-10.1) — 191KB
• image_001.jpg (GRAPHIC) — 4KB
• image_002.jpg (GRAPHIC) — 4KB
• 0001683168-24-005844.txt ( ) — 937KB
• acon-20240814.xsd (EX-101.SCH) — 4KB
• acon-20240814_def.xml (EX-101.DEF) — 26KB
• acon-20240814_lab.xml (EX-101.LAB) — 36KB
• acon-20240814_pre.xml (EX-101.PRE) — 25KB
• acon_8k-exchange_htm.xml (XML) — 6KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Background As previously disclosed, on September 1, 2023, Aclarion, Inc. (the "Company", "we" and "us") closed a financing for $862,500 of unsecured non-convertible notes due September 1, 2024. Exchange Agreement On August 14, 2024, the Company entered into an exchange agreement (the "Exchange Agreement") with the note holders accredited investors to exchange approximately $930,000 of principal and accrued interest on the notes for 930 shares of newly issued Series B convertible preferred stock ("Series B Preferred Stock") at a purchase price of $1,000 per share of Series B Preferred Stock. The Series B Preferred Stock is convertible into Common Stock at an initial conversion price ("Conversion Price") of $0.234 per share of Common Stock. Terms of the Series B Preferred Stock The Company has filed a Certificate of Designations of Preferences, Rights and Limitations of Series B Preferred Stock ("Certificate of Designations") with the Secretary of State of the State of Delaware. Rank The Certificate of Designations provides that the Series B Preferred Stock ranks senior to the Common Stock with respect to dividends and rights upon liquidation. Voting Rights Except as otherwise required by law (or with respect to approval of certain actions), the Series B Preferred Stock will not have voting rights. Dividends Holders of the Series B Preferred Stock will be entitled to dividends in the amount of 10% per annum, payable quarterly. The Company has the option to pay dividends on the Series B Preferred Stock in additional shares of Common Stock, provided that no equity conditions failure (as defined in the Certificate of Designations) then exists. If the Company elects to pay in the form of Common Stock, the number of dividend shares to be issued shall be calculated by using a "Dividend Conversion Price" equal to the lower of (i) the then applicable Series B Conversion Price as in effect on the applica

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 is incorporated herein by reference. The securities described above have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration under the Securities Act afforded by Section 3(a)(9) thereof.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Series B Convertible Preferred Stock Certificate of Designations dated August 14, 2024 10.1 Form of Exchange Agreement dated August 14, 2024 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document 4

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. August 14, 2024 By: /s/ John Lorbiecki Name: John Lorbiecki Title: Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR