Aclarion, Inc. Files 8-K for Material Agreement

TL;DR

ACON signed a material definitive agreement on Jan 3rd, filing an 8-K on Jan 6th.

AI Summary

Aclarion, Inc. filed an 8-K on January 6, 2025, reporting a material definitive agreement entered into on January 3, 2025. The filing also includes Regulation FD disclosures and financial statements. The company was formerly known as Nocimed, Inc. until a name change on February 26, 2015.

Why It Matters

This 8-K filing indicates Aclarion, Inc. has entered into a significant agreement, which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's future performance.

Key Players & Entities

• Aclarion, Inc. (company) — Registrant
• Nocimed, Inc. (company) — Former company name
• January 3, 2025 (date) — Date of earliest event reported
• January 6, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $0.00001 — hares ") of its common stock, par value $0.00001 per share, at a price per share of $0.1
• $0.142 — 0001 per share, at a price per share of $0.142. The aggregate gross proceeds to the C
• $0.5 m — fering are expected to be approximately $0.5 million, before deducting the placement a

Filing Documents

• acon_8k.htm (8-K) — 37KB
• acon_ex0501.htm (EX-5.1) — 13KB
• acon_ex1001.htm (EX-10.1) — 234KB
• acon_ex1002.htm (EX-1.1) — 190KB
• acon_ex9901.htm (EX-99.1) — 14KB
• image_001.jpg (GRAPHIC) — 11KB
• 0001683168-25-000099.txt ( ) — 826KB
• acon-20250103.xsd (EX-101.SCH) — 4KB
• acon-20250103_def.xml (EX-101.DEF) — 26KB
• acon-20250103_lab.xml (EX-101.LAB) — 36KB
• acon-20250103_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. On January 3, 2025, Aclarion, Inc. (the " Company ") entered into a Securities Purchase Agreement (the " Purchase Agreement ") with the purchasers named therein. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell, in a registered direct offering (the " Offering "), an aggregate of 3,380,276 shares (the " Shares ") of its common stock, par value $0.00001 per share, at a price per share of $0.142. The aggregate gross proceeds to the Company from the Offering are expected to be approximately $0.5 million, before deducting the placement agent fees and other estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering to fund market development and clinical evidence, product development and quality, and general and administration support, and other general corporate purposes. The Offering is being made pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333-281999), as previously filed with the Securities and Exchange Commission (the " SEC ") on September 9, 2024 and declared effective by the SEC on September 23, 2024 (the " Registration expected to close on or about January 6, 2025, subject to the satisfaction of customary closing conditions. In connection with the Offering, the Company entered into a Placement Agency Agreement (the " Placement Agency Agreement ") with Dawson James Securities, Inc. (the " Placement Agent "), as the exclusive placement agent for the Offering. As compensation to the Placement Agent, the Company paid the Placement Agent a cash fee of 7% of the aggregate gross proceeds raised in the Offering and reimbursed certain expenses of the Placement Agent. The foregoing summaries of the Purchase Agreement and the Placement Agency Agreement do not purport

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 3, 2025, the Company issued a press release announcing the pricing of the Offering, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference. The information contained in this Current Report on Form 8-K under Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section. The information contained in this Current Report on Form 8-K under Item 7.01, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or any filing under the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are filed with this Form 8-K: Exhibit Number Description 5.1* Opinion of Carroll Legal LLC. 10.1* Form of Securities Purchase Agreement, dated January 3, 2025. 10.2* Placement Agency Agreement, dated January 3, 2025, by and between the Company and Dawson James Securities, Inc. 23.1* Consent of Carroll Legal LLC (included in Exhibit 5.1 ). 99.1** Press Release, dated January 3, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. ** Furnished herewith. 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. January 6, 2025 By: /s/ John Lorbiecki Name: John Lorbiecki Title: Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR