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

TL;DR

ACRN filed an 8-K for a new material agreement.

AI Summary

Aclarion, Inc. entered into a material definitive agreement on October 13, 2025. The company, formerly known as Nocimed, Inc., is incorporated in Delaware and headquartered in Broomfield, Colorado. This filing is a current report under the Securities Exchange Act of 1934.

Why It Matters

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

Risk Assessment

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

Key Numbers

• 001-41358 — SEC File Number (Identifies the company's filings with the SEC.)
• 47-3324725 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Aclarion, Inc. (company) — Registrant
• Nocimed, Inc. (company) — Former Company Name
• October 13, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Broomfield, Colorado (location) — Business Address

FAQ

Key Financial Figures

• $0.00001 — hares ") of its common stock, par value $0.00001 per share (" Common Stock "), at a pric
• $8.36 — ommon Stock "), at a price per share of $8.36; and (ii) pre-funded warrants (the " Pr
• $2.5 m — fering are expected to be approximately $2.5 million, before deducting the placement a

Filing Documents

• aclarion_8k.htm (8-K) — 41KB
• acon_ex0501.htm (EX-5.1) — 13KB
• acon_ex1001.htm (EX-10.1) — 224KB
• acon_ex1002.htm (EX-10.2) — 104KB
• 0001683168-25-007516.txt ( ) — 671KB
• acon-20251013.xsd (EX-101.SCH) — 4KB
• acon-20251013_def.xml (EX-101.DEF) — 26KB
• acon-20251013_lab.xml (EX-101.LAB) — 36KB
• acon-20251013_pre.xml (EX-101.PRE) — 25KB
• aclarion_8k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 13, 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 (i) 64,000 shares (the " Shares ") of its common stock, par value $0.00001 per share (" Common Stock "), at a price per share of $8.36; and (ii) pre-funded warrants (the " Pre-funded Warrants ") to purchase up to 236,000 shares of Common Stock. The Offering is expected to close on or about October 14, 2025, subject to the satisfaction of customary closing conditions. The Pre-funded Warrants are immediately exercisable, have an exercise price of $0.00001 and may be exercised at any time after the date of issuance until such Pre-funded Warrants are exercised in full. A holder of Pre-funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than either 4.99% or 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such exercise. A holder of Pre-funded Warrants may increase or decrease this percentage not in excess of 9.99% by providing at least 61 days' prior notice to the Company. The aggregate gross proceeds to the Company from the Offering are expected to be approximately $2.5 million, before deducting the placement agent fees and other estimated offering expenses payable by the Company. The Company also may receive nominal proceeds, if any, from the cash exercise of the Pre-funded Warrants. The Company intends to use the net proceeds from the Offering to fund market development and clinical evidence, The Clarity Trial, product development and quality, and general and administration support, and other general corporate purposes. The Purchase Agreement contains customary representations, warranties and agr

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements that involve estimates, assumptions, risks and uncertainties. Forward-looking certainty of completion of the Offering. The risks and uncertainties relating to the Company and the Offering include general market conditions, the Company's ability to complete the Offering on favorable terms, or at all, as well as other risks detailed from time to time in the Company's filings with the SEC, including in its Annual Report on Form 10-K for the year ended December 31, 2024 and in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 and the Prospectus Supplement. These documents contain important factors that could cause actual results to differ from current expectations and from the forward-looking statements contained in this Current Report on Form 8-K. These forward-looking statements speak only as of the date of this Current Report on Form 8-K and the Company undertakes no obligation to publicly update any forward-looking statements to reflect new information, events or circumstances after the date of this Current Report on Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are filed or furnished, as applicable, with this Current Report on Form 8-K: Exhibit Number Description 5.1* Opinion of Carroll Legal LLC. 10.1* Form of Securities Purchase Agreement, dated October 13, 2025. 10.2* Form of Pre-Funded Warrant 23.1* Consent of Carroll Legal LLC (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. 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. October 14, 2025 By: /s/ Gregory A. Gould Name: Gregory A. Gould Title: Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR