Aclarion, Inc. Files Amendment to S-1 Registration Statement

TL;DR

<b>Aclarion, Inc. has filed an amendment to its S-1 registration statement, providing updated financial information and corporate details.</b>

AI Summary

Aclarion, Inc. (ACONW) filed a Amended IPO Registration (S-1/A) with the SEC on February 6, 2024. Aclarion, Inc. filed an S-1/A (Amendment No. 1) to its registration statement on February 6, 2024. The filing covers the period up to September 30, 2023. The company was formerly known as Nocimed, Inc., with a name change on February 26, 2015. Aclarion, Inc. is classified under SIC code 8071 for Medical Laboratories. The filing includes details on preferred stock series and common stock equity components.

Why It Matters

For investors and stakeholders tracking Aclarion, Inc., this filing contains several important signals. This amendment provides crucial updates for potential investors regarding the company's financial standing and structure as it prepares for a public offering. The filing details the company's historical financial data and equity structure, offering transparency into its capitalization.

Risk Assessment

Risk Level: — Aclarion, Inc. shows moderate risk based on this filing. The risk level is low as this is an amendment to a registration statement, not a new filing indicating significant negative developments.

Analyst Insight

Investors should review the updated financial statements and disclosures in this S-1/A filing to assess Aclarion, Inc.'s current financial health and prospects.

Key Numbers

• 2024-02-06 — Filing Date (Date of S-1/A filing)
• 2023-09-30 — Reporting Period End Date (Latest financial reporting period covered)
• 2015-02-26 — Name Change Date (Date Nocimed, Inc. became Aclarion, Inc.)

Key Players & Entities

• Aclarion, Inc. (company) — Filer name
• Nocimed, Inc. (company) — Former company name
• 8071 (dollar_amount) — Standard Industrial Classification code for Medical Laboratories

FAQ

Industry Context

Aclarion, Inc. operates in the medical laboratories sector, indicated by its SIC code 8071.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities.

What Investors Should Do

1. Analyze the updated financial data presented in the S-1/A filing.
2. Review the company's capital structure, including preferred and common stock details.
3. Assess any new risk factors or disclosures added in this amendment.

Key Dates

• 2024-02-06: Filing of S-1/A Amendment — Provides updated information for potential investors.

Year-Over-Year Comparison

This is an amendment (S-1/A) to a previously filed registration statement, indicating updates rather than a completely new filing.

Key Financial Figures

• $0.00001 — ne share of our common stock, par value $0.00001 per share, and one warrant to purchase
• $2.38 — ants"), at an assumed offering price of $2.38 per Unit, which is equal to the closing
• $7.0 million — 24, for gross proceeds of approximately $7.0 million. Each Common Warrant will have an exerc
• $0 — luding one share of common stock, minus $0.00001, and the remaining exercise price
• $0.0499 — Capital Market on February 2, 2024 was $0.0499 per IPO Warrant. There is no establish
• $100,000 — have also agreed to provide Maxim up to $100,000 for reimbursement of accountable expens
• $134.5B — ts. Aclarion's technology addresses the $134.5B U.S. low back and neck pain market, whi

Filing Documents

• aclarion_s1a1.htm (S-1/A) — 3013KB
• aclarion_ex0101.htm (EX-1.1) — 127KB
• aclarion_ex0405.htm (EX-4.5) — 114KB
• aclarion_ex0406.htm (EX-4.6) — 111KB
• aclarion_ex0407.htm (EX-4.7) — 122KB
• aclarion_ex1031.htm (EX-10.31) — 22KB
• aclarion_ex1032.htm (EX-10.32) — 232KB
• aclarion_ex2301.htm (EX-23.1) — 2KB
• aclarion_ex2302.htm (EX-23.2) — 2KB
• image_001.gif (GRAPHIC) — 0KB
• 0001683168-24-000730.txt (&nbsp;) — 8521KB
• acon-20230930.xsd (EX-101.SCH) — 41KB
• acon-20230930_cal.xml (EX-101.CAL) — 49KB
• acon-20230930_def.xml (EX-101.DEF) — 161KB
• acon-20230930_lab.xml (EX-101.LAB) — 314KB
• acon-20230930_pre.xml (EX-101.PRE) — 274KB
• aclarion_s1a1_htm.xml (XML) — 775KB

Risk Factors

Risk Factors 20 Market and Industry Data 67

Use of Proceeds

Use of Proceeds 68 Dividend Policy 69 Capitalization 69

Dilution

Dilution 71 Market Price of and Dividends on Common Equity and Related Stockholder Matters 72

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 73

Business

Business 83 Management, Governance, Director Compensation, Executive Compensation 111 Certain Relationships and Related Party Transactions 122 Principal Stockholders 123

Description of Capital Stock

Description of Capital Stock 124

Description of Securities We Are Offering

Description of Securities We Are Offering 129 Shares Eligible for Future Sale 131 Plan of Distribution 133 Certain Material U.S. Federal Income Tax Consequences 138 Legal Matters 146 Experts 146 Where You Can Find More Information 146 Index to Financial Statements F-1 iii Neither we nor the placement agents have authorized anyone to provide any information or to make any representations other than those contained in or incorporated by reference in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the placement agents take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in or incorporated by reference in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. To the extent there is a conflict between the information contained in this prospectus, on the one hand, and the information contained in any document incorporated by reference filed with the Securities and Exchange Commission, or the SEC, before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement in a document incorporated by reference is inconsistent with a statement in another document incorporated by reference having a later date, the statement in the document having the late date modifies or supersedes the earlier statement. No action is being taken in any jurisdiction outside the United States to permit a public offering of our common stock or possession or distribution of

View Full Filing

View this S-1/A filing on SEC EDGAR