Aclarion, Inc. Files 8-K for Material Agreement

TL;DR

Aclarion signed a big deal, filing an 8-K with financials.

AI Summary

On January 15, 2025, Aclarion, Inc. entered into a material definitive agreement. The filing also includes financial statements and exhibits related to this agreement. The company, formerly known as Nocimed, Inc., is incorporated in Delaware and is involved in medical laboratories.

Why It Matters

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

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• Aclarion, Inc. (company) — Registrant
• Nocimed, Inc. (company) — Former company name
• January 15, 2025 (date) — Date of earliest event reported
• January 17, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $0.00001 — Shares") of its common stock, par value $0.00001 per share ("Common Stock"), (ii) 143,90
• $0 — re and accompanying Common Warrants was $0.10, and the public offering price for e
• $0.09999 — nt and accompanying Common Warrants was $0.09999 (the "Offering Price"). In addition, th
• $0.20 — ill have an exercise price per share of $0.20 and will be exercisable beginning on th
• $13.3 million — and Common Warrants, were approximately $13.3 million. The potential additional gross proceed
• $81.1 million — on a cash basis, will be approximately $81.1 million. No assurance can be given that any of
• $1,000 — t a redemption price per share equal to $1,000 plus all accrued but unpaid dividends o

Filing Documents

• acon_8k.htm (8-K) — 44KB
• acon_ex0401.htm (EX-4.1) — 173KB
• acon_ex0402.htm (EX-4.2) — 150KB
• acon_ex0403.htm (EX-4.3) — 114KB
• acon_ex1001.htm (EX-10.1) — 253KB
• acon_ex1002.htm (EX-10.2) — 17KB
• 0001683168-25-000431.txt ( ) — 1125KB
• acon-20250115.xsd (EX-101.SCH) — 4KB
• acon-20250115_def.xml (EX-101.DEF) — 26KB
• acon-20250115_lab.xml (EX-101.LAB) — 36KB
• acon-20250115_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. Underwriting Agreement On January 15, 2025, Aclarion, Inc., a Delaware corporation (the "Company") entered into an underwriting agreement "the "Underwriting Agreement') with Dawson James Securities, Inc., as representative of the underwriter (the "Underwriter") for the offer and sale (the "Offering") of an aggregate of (i) 100,000 shares (the "Shares") of its common stock, par value $0.00001 per share ("Common Stock"), (ii) 143,900,000 pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 143,900,000 shares of Common Stock (the "Pre-Funded Warrant Shares") in lieu of Shares, (iii) 144,000,000 Series A Common Warrants (the "Series A Common Warrants") to purchase up to 144,000,000 shares of Common Stock (the "Series A Warrant Shares") and (iv) 144,000,000 Series B Common Warrants (the "Series B Common Warrants" and, together with the Series A Common Warrants, the "Common Warrants") to purchase up to 144,000,000 shares of Common Stock ("the "Series B Warrant Shares" together with the Series A Warrant Shares, the "Warrant Shares"). Each Share or Pre-Funded Warrant, as applicable, was sold together with one Series A Common Warrant to purchase one share of Common Stock and one Series B Common Warrant to purchase one share of Common Stock. The public offering price for each Share and accompanying Common Warrants was $0.10, and the public offering price for each Pre-Funded Warrant and accompanying Common Warrants was $0.09999 (the "Offering Price"). In addition, the Company granted the Underwriter an option to purchase up to an additional 21,000,000 shares of our common stock (or Pre-Funded Warrants in lieu of shares of Common Stock), at the public offering price, less underwriting discounts and commissions, and up to an additional 21,000,000 Series A Common Warrants and up to an additional 21,000,000 Series B Common Warrants at a nominal price within 45 days from January 15, 2025, to cove

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 4.1 Form of Series A Warrant 4.2 Form of Series B Warrant 4.3 Form of Pre-Funded Warrant 10.1 Underwriting Agreement, dated January 15, 2025, between the Company and Dawson James Securities, Inc. 10.2 Form of Lock-up Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

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 17, 2025 By: /s/ John Lorbiecki Name: John Lorbiecki Title: Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR