Aclarion, Inc. Files Definitive Proxy Statement

TL;DR

Aclarion (ACRN) filed its proxy statement - shareholders vote soon.

AI Summary

Aclarion, Inc. filed a Definitive Proxy Statement (DEF 14A) on December 2, 2024, for its fiscal year ending December 31, 2024. The filing concerns the company's proxy materials, which are used to solicit votes from shareholders for upcoming meetings. Aclarion, Inc. was formerly known as Nocimed, Inc. until a name change on February 26, 2015.

Why It Matters

This filing is important for shareholders as it outlines the proposals and information needed to participate in the company's decision-making processes, such as electing directors or approving corporate actions.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEF 14A) that provides information to shareholders and does not inherently indicate new risks.

Key Players & Entities

• Aclarion, Inc. (company) — Registrant
• Nocimed, Inc. (company) — Former company name
• December 2, 2024 (date) — Filing date
• December 31, 2024 (date) — Fiscal year end

FAQ

Key Financial Figures

• $1.07 billion — gross revenue is equal to or more than $1.07 billion; (iii) the date on which we have issued
• $1 billion — date on which we have issued more than $1 billion in nonconvertible debt during the previ

Filing Documents

• aclarion_def14a.htm (DEF 14A) — 499KB
• image_001.jpg (GRAPHIC) — 0KB
• image_003.jpg (GRAPHIC) — 1KB
• 0001683168-24-008449.txt ( ) — 502KB

From the Filing

DEF 14A 1 aclarion_def14a.htm DEFINITIVE PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________ SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ________________________ Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to §240.14a-12 ACLARION, INC. ________________________ (Name of Registrant as Specified in its Charter) ________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i) and 0-11 ACLARION, INC. 8181 ARISTA PLACE, SUITE 100 BROOMFIELD, COLORADO 80021 NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS To be Held December 31, 2024 Notice is hereby given that the 2024 Annual Meeting of Stockholders, or the Annual Meeting, of Aclarion, Inc., will be held on December 31, 2024 at 9:30 a.m. Mountain Time. The Annual Meeting will be held at the offices of Aclarion, Inc., 8181 Arista Place, Suite 100, Broomfield, Colorado 80021. The purpose of the Annual Meeting is the following: 1. To elect seven director nominees to our board of directors, to serve until the Company’s 2025 annual meeting of stockholders and until their successors have been duly elected and qualified, or until their earlier death, resignation or removal (the “Director Proposal” or “Proposal No. 1”) ; 2. To ratify the appointment of Haynie & Company as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (the “Auditor Proposal” or “Proposal No. 2”); 3. To authorize, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock, pursuant to the Company’s amended Equity Line of Credit (as defined herein) (the “ELOC Amendment Issuance Proposal” or “Proposal No. 3”); 4. To authorize, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock, pursuant to our Series B convertible preferred stock that the Company issued to certain private investors on August 14, 2024 (the “Series B Preferred Issuance Proposal” or “Proposal No. 4”); 5. To authorize, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock, pursuant to our Series C convertible preferred stock and related warrants that the Company issued to certain private investors on September 30, 2024 (the “Series C Preferred Issuance Proposal” or “Proposal No. 5”); 6. To grant discretionary authority to our board of directors to (i) amend our certificate of incorporation to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-five (1-for-5) to a maximum of a one-for-four hundred (1-for-400) split, with the exact ratio to be determined by our board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders (the “Reverse Stock Split Proposal” or “Proposal No. 6”); and 7. To approve an amendment to the Company’s 2022 Equity Incentive Plan (“2022 Plan”) (the “Equity Plan Proposal” or “Proposal No. 7”); and 8. To transact any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting. Only Aclarion, Inc. stockholders of record at the close of business on November 15, 2024, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. You can find more information on each of the matters to be voted on at the Annual Meeting, including information regarding the nominees for election to our board of directors, in the accompanying proxy statement. The board of directors recommends a vote “FOR” the election of the seven director nominees, “FOR” the ratification of the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2024, “FOR” the ELOC Amendment Issuance Proposal, “FOR” the Series B Preferred Issuance Proposal, “FOR” the Series C Preferred Issuance Proposal, “FOR” the Revers

View Full Filing

View this DEF 14A filing on SEC EDGAR