Aclarion, Inc. Files 8-K: Material Agreement, Equity Sales

TL;DR

ACON filed an 8-K on Oct 1st for Sept 30th events - material agreement & equity sales.

AI Summary

Aclarion, Inc. filed an 8-K on October 1, 2024, reporting on events as of September 30, 2024. The filing indicates a material definitive agreement, unregistered sales of equity securities, and financial statements. The company, formerly Nocimed, Inc., is incorporated in Delaware and operates in the medical laboratories sector.

Why It Matters

This 8-K filing signals significant corporate activity for Aclarion, Inc., including a new material agreement and the issuance of equity, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate financial distress or dilution concerns.

Key Players & Entities

• Aclarion, Inc. (company) — Registrant
• Nocimed, Inc. (company) — Former company name
• October 1, 2024 (date) — Report date
• September 30, 2024 (date) — Earliest event date

FAQ

Key Financial Figures

• $1.0 Million — into a Material Definitive Agreement. $1.0 Million Convertible Preferred Stock and Warrant
• $1,000,000 — nts financing. The Company has received $1,000,000 of gross proceeds in connection with th
• $1,000 — referred Stock") at a purchase price of $1,000 per share of Series C Preferred Stock.
• $0.1759 — onversion price ("Conversion Price") of $0.1759 per share of Common Stock. The Company
• $0.0352 — the greater of (x) the "Floor Price" of $0.0352 and (y) 80% of the lowest VWAP of the C

Filing Documents

• acon_8k.htm (8-K) — 54KB
• acon_ex0301.htm (EX-3.1) — 368KB
• acon_ex1001.htm (EX-10.1) — 324KB
• acon_ex1002.htm (EX-10.2) — 199KB
• acon_ex1003.htm (EX-10.3) — 184KB
• image_001.jpg (GRAPHIC) — 20KB
• image_002.jpg (GRAPHIC) — 67KB
• 0001683168-24-006791.txt ( ) — 1715KB
• acon-20240930.xsd (EX-101.SCH) — 4KB
• acon-20240930_def.xml (EX-101.DEF) — 26KB
• acon-20240930_lab.xml (EX-101.LAB) — 36KB
• acon-20240930_pre.xml (EX-101.PRE) — 25KB
• acon_8k_htm.xml (XML) — 6KB

01

Item 1.01 Entry into a Material Definitive Agreement. $1.0 Million Convertible Preferred Stock and Warrants Financing On September 30, 2024, Aclarion, Inc. (the "Company", "we" and "us") entered into a securities purchase agreement with accredited investors for a convertible preferred stock and warrants financing. The Company has received $1,000,000 of gross proceeds in connection with the closing of this financing. At the closing, the Company issued 1,000 shares of Series C convertible preferred stock ("Series C Preferred Stock") at a purchase price of $1,000 per share of Series C Preferred Stock. The Series C Preferred Stock is convertible into Common Stock at an initial conversion price ("Conversion Price") of $0.1759 per share of Common Stock. The Company also issued warrants ("Warrants") exercisable for 5,685,049 shares of Common Stock with a 5.5 year term and an initial exercise price of $0.1759 per share. The proceeds of this financing, together with other available cash resources, will be used for general corporate purposes. The securities purchase agreement contains customary representations and warranties and agreements and obligations of the parties. Terms of the Series C Preferred Stock The Company has filed a Certificate of Designations of Preferences, Rights and Limitations of Series C Preferred Stock ("Certificate of Designations") with the Secretary of State of the State of Delaware. Rank The Certificate of Designations provides that the Series C Preferred Stock ranks senior to the Common Stock with respect to dividends and right upon liquidation. Voting Rights Except as otherwise required by law (or with respect to approval of certain actions), the Series C Preferred Stock will not have voting rights. Dividends Holders of the Series C 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 C Preferred Stock in additional shares of

02

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 4(a)(2) thereof. 4

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. The following exhibits are filed with this Form 8-K: Exhibit Number Description 3.1 Series C Convertible Preferred Stock Certificate of Designations dated September 30, 2024 10.1 Form of Securities Purchase Agreement dated September 30, 2024 10.2 Form of Common Stock Warrant dated September 30, 2024 10.3 Form of Registration Rights Agreement dated September 30, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 5

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. October 1, 2024 By: /s/ John Lorbiecki Name: John Lorbiecki Title: Chief Financial Officer 6

View Full Filing

View this 8-K filing on SEC EDGAR