Aclarion, Inc. Files 8-K for Material Definitive Agreement

TL;DR

ACON signed a big deal, details TBD in filing.

AI Summary

Aclarion, Inc. announced on September 24, 2024, that it entered into a Material Definitive Agreement. The filing does not provide specific details about the agreement, its terms, or any associated dollar amounts. It also lists financial statements and exhibits as part of the filing.

Why It Matters

This filing indicates a significant new contract or partnership for Aclarion, Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but the lack of specific details about the agreement's nature and financial implications introduces uncertainty.

Key Players & Entities

• Aclarion, Inc. (company) — Registrant
• September 24, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-41358 (file_number) — SEC File Number
• 47-3324725 (identification_number) — IRS Employer Identification No.
• 8181 Arista Place, Suite 100 (address) — Business address
• Broomfield, Colorado (location) — Business address city and state

FAQ

Key Financial Figures

• $0.00001 — l shares of its common stock, par value $0.00001 per share (the " Common Stock "), havin
• $10 million — ng an aggregate offering price of up to $10 million (the " Shares ") from time to time, thr
• $1,075,000 — relating to the offer and sale of up to $1,075,000 of shares of its Common Stock in the AT

Filing Documents

• acon_8k.htm (8-K) — 35KB
• acon_ex0101.htm (EX-1.1) — 236KB
• acon_ex0501.htm (EX-5.1) — 13KB
• 0001683168-24-006627.txt ( ) — 559KB
• acon-20240924.xsd (EX-101.SCH) — 4KB
• acon-20240924_def.xml (EX-101.DEF) — 26KB
• acon-20240924_lab.xml (EX-101.LAB) — 36KB
• acon-20240924_pre.xml (EX-101.PRE) — 25KB
• acon_8k_htm.xml (XML) — 6KB

01 Entry into

Item 1.01 Entry into a Material Definitive Agreement. On September 24, 2024, Aclarion, Inc. (the " Company ") entered into an At-the-Market Issuance Sales Agreement (the " Sales Agreement ") with Ascendiant Capital Markets, LLC, as sales agent (the " Agent "), to sell shares of its common stock, par value $0.00001 per share (the " Common Stock "), having an aggregate offering price of up to $10 million (the " Shares ") from time to time, through an "at the market offering" (the " ATM Offering ") as defined in Rule 415 under the Securities Act of 1933, as amended (the " Securities Act "). The aggregate market value of shares of its Common Stock eligible for sale under the Sales Agreement will be subject to the limitations of General Instruction I.B.6 of Form S-3, to the extent required under such instruction. On September 24, 2024, the Company filed a prospectus supplement with the Securities and Exchange Commission (" SEC ") relating to the offer and sale of up to $1,075,000 of shares of its Common Stock in the ATM Offering, which is based on the limitations of General Instruction I.B.6 of Form S-3. The offer and sale of the Shares will be made pursuant to the Company's effective "shelf" registration statement on Form S-3, as amended (Registration Statement No. 333-281999), initially filed with the SEC on September 9, 2024, and declared effective by the SEC on September 23, 2024. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell the Shares, based upon the Company's instructions, consistent with its normal trading and sales practices and applicable state an

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 1.1 At-The-Market Issuance Sales Agreement, dated September 24, 2024, by and between Aclarion, Inc. and Ascendiant Capital Markets, LLC . 5.1 Opinion of Carroll Legal LLC. 23.1 Consent of Carroll Legal LLC (included in Exhibit 5.1). 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. September 24, 2024 By: /s/ John Lorbiecki Name: John Lorbiecki Title: Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR