Aclarion, Inc. Reports Material Definitive Agreement

TL;DR

ACON just did a material definitive agreement for unregistered equity sales.

AI Summary

Aclarion, Inc. entered into a material definitive agreement on August 27, 2024, related to the unregistered sale of equity securities. The company, formerly known as Nocimed, Inc., is incorporated in Delaware and has its principal executive offices in Broomfield, Colorado.

Why It Matters

This filing indicates a significant transaction involving the sale of equity securities, which could impact the company's capital structure and future operations.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can sometimes indicate financial distress or a need for capital, which carries inherent risks.

Key Players & Entities

• Aclarion, Inc. (company) — Registrant
• Nocimed, Inc. (company) — Former company name
• August 27, 2024 (date) — Date of earliest event reported
• August 29, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.00001 — common stock of the Company, par value $0.00001 per share (the "Common Stock"), at a pr
• $0.29 — are (the "Common Stock"), at a price of $0.29 per share for gross proceeds to the Com
• $290,000 — re for gross proceeds to the Company of $290,000. The Shares to be issued in the offeri
• $29.39 million — itional proceeds of up to approximately $29.39 million on the same terms and conditions pursua

Filing Documents

• acon_8k.htm (8-K) — 35KB
• acon_ex0401.htm (EX-4.1) — 183KB
• acon_ex1002.htm (EX-10.2) — 20KB
• 0001683168-24-006107.txt ( ) — 504KB
• acon-20240827.xsd (EX-101.SCH) — 4KB
• acon-20240827_def.xml (EX-101.DEF) — 26KB
• acon-20240827_lab.xml (EX-101.LAB) — 36KB
• acon-20240827_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. Issuance of Common Stock Pursuant to Offering On August 27, 2024, Aclarion, Inc. (the "Company"), entered into a subscription agreement (the "Subscription Agreement") with certain accredited investors, pursuant to which the Company agreed to issue and sell to the investors 1,000,000 shares (the "Shares") of common stock of the Company, par value $0.00001 per share (the "Common Stock"), at a price of $0.29 per share for gross proceeds to the Company of $290,000. The Shares to be issued in the offering were offered at-the-market under Nasdaq rules and pursuant to the Company's Form 1-A (the "Offering Statement"), initially filed by the Company with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), on June 11, 2024 and qualified on June 24, 2024. The Shares were not placed through the efforts of a placement agent and no fees or commissions are to be paid on the transaction to anyone. The Company has the ability, at its election, to raise additional proceeds of up to approximately $29.39 million on the same terms and conditions pursuant to the Offering Statement from time to time. Notwithstanding that the Company desires to consummate one or more additional sales in the future, at this time the Company has no such additional oral or written agreements to consummate any such sales, and, as such, we cannot guarantee that any such sales will occur in the future. Issuance of Warrants On August 27, 2024, the Company also entered into a warrant purchase agreement (the "Warrant Purchase Agreement") with the accredited investors pursuant to with the Company issued warrants (the "Warrants") to purchase up to 400,000 Common Stock exercisable on or after February 27, 2025 with a five-year term and an initial exercise price of $0.29 per share, subject to customary adjustments as described in the Warrant. The Warrants may be exercised by ca

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 (i) Section 4(a)(2) thereof in the case of the Warrants and (ii) Regulation A thereof in the case of the Shares.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 4.1 Form of Warrant 10.1 Form of Subscription Agreement (Incorporated by reference to Exhibit 4.1 to the Company's Form 1-A/A Offering Statement filed on June 20, 2024) 10.2 Form of Warrant Purchase Agreement 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. August 29, 2024 By: /s/ John Lorbiecki Name: John Lorbiecki Title: Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR