Aclarion, Inc. Files S-1/A Amendment

TL;DR

Aclarion (fka Nocimed) filed S-1/A on 12/26. Public offering incoming.

AI Summary

Aclarion, Inc. filed an S-1/A amendment on December 26, 2024, for its registration statement (No. 333-283724). The company, formerly known as Nocimed, Inc. until February 26, 2015, is incorporated in Delaware and operates in the medical laboratories sector. Its principal executive offices are located at 8181 Arista Place, Suite 100, Broomfield, Colorado.

Why It Matters

This filing indicates Aclarion, Inc. is moving forward with its public offering process, which could lead to increased liquidity and capital for the company's operations.

Risk Assessment

Risk Level: medium — As this is an S-1/A filing related to a public offering, there are inherent risks associated with the company's future performance and market reception.

Key Numbers

• 333-283724 — Registration Number (SEC registration number for the offering)
• 2024-12-26 — Filing Date (Date of the S-1/A amendment filing)

Key Players & Entities

• Aclarion, Inc. (company) — Registrant
• Nocimed, Inc. (company) — Former company name
• 20150226 (date) — Date of name change
• 333-283724 (registration_number) — SEC registration number
• 20241226 (date) — Filing date
• 8181 Arista Place, Suite 100, Broomfield, Colorado 80021 (address) — Principal executive offices
• John Lorbiecki (person) — Chief Financial Officer

FAQ

Key Financial Figures

• $2 million — 2020, the Company issued to NuVasive a $2 million "SAFE" (Simple Agreement for Future Equ
• $2,130,010 — ue June 30, 2021. This financing raised $2,130,010 during 2020 and $814,000 during the fir
• $814,000 — ncing raised $2,130,010 during 2020 and $814,000 during the first six months of 2021. In
• $2.0 million — II-2 In June 2021, the Company issued $2.0 million of Promissory Notes that mature at the
• $0.18 — per share exercise prices ranging from $0.18 to $0.26 (pre-reverse stock split) unde
• $0.26 — e exercise prices ranging from $0.18 to $0.26 (pre-reverse stock split) under our 201
• $5.44 — 73,200 shares with an exercise price of $5.44 per share. In November 2022, we issue
• $2.3 million — . In May and September 2023, we issued $2.3 million of unsecured non-convertible promissory
• $0.6262 — r term and an initial exercise price of $0.6262 per share, and (z) 100,973 prefunded co
• $10,000,000 — n to purchase, from time to time, up to $10,000,000 in aggregate gross purchase price of ne
• $294,117.65 — on. II-3 In November 2023, we issued $294,117.65 of unsecured non-convertible promissory
• $0.2865 — r term and an initial exercise price of $0.2865 per share, and (z) 25,210 prefunded com
• $0.234 — stock at an initial conversion price of $0.234 per share of common stock. We issued 1
• $0.1759 — stock at an initial conversion price of $0.1759 per share of common stock. On November
• $100,000 b — as commitment shares, having a value of $100,000 based upon the Nasdaq minimum price closi

Filing Documents

• aclarion_s1a1.htm (S-1/A) — 153KB
• aclarion_ex0101.htm (EX-1.1) — 231KB
• aclarion_ex0408.htm (EX-4.8) — 171KB
• aclarion_ex0409.htm (EX-4.9) — 151KB
• aclarion_ex0410.htm (EX-4.10) — 119KB
• aclarion_ex0411.htm (EX-4.11) — 253KB
• aclarion_ex0412.htm (EX-4.12) — 146KB
• aclarion_ex0413.htm (EX-4.13) — 20KB
• aclarion_ex0501.htm (EX-5.1) — 14KB
• 0001683168-24-008988.txt ( ) — 1835KB
• acon-20241226.xsd (EX-101.SCH) — 3KB
• acon-20241226_def.xml (EX-101.DEF) — 5KB
• acon-20241226_lab.xml (EX-101.LAB) — 79KB
• acon-20241226_pre.xml (EX-101.PRE) — 59KB
• aclarion_s1a1_htm.xml (XML) — 3KB

Description of Securities

Description of Securities 10-Q 06-06-2022 4.4 4.5 February 2024 Form of Common Warrant S-1/A 02-06-2024 4.5 4.6 February 2024 Form of Pre-Funded Warrant S-1/A 02-06-2024 4.6 4.7 February 2024 Form of Warrant Agency Agreement S-1/A 02-23-2024 4.7 4.8 Form of Series A Common Warrant X 4.9 Form of Series B Common Warrant X 4.10 Form of Pre-Funded Warrant X 4.11 Form of Securities Purchase Agreement X 4.12 Form of Warrant Agency Agreement X 4.13 Form of Lock-Up Agreement X 5.1 Opinion of Carroll Legal LLC X 10.1 # Employment Agreement of Jeff Thramann S-1/A 03-23-2022 10.1 10.2 # Employment Agreement of Brent Ness S-1/A 03-23-2022 10.2 10.3 # Employment Agreement of John Lorbiecki S-1/A 03-23-2022 10.3 10.4 # Form of Aclarion, Inc. 2022 Equity Incentive Plan S-1 01-06-2022 10.4 10.5 Senior Secured Bridge Note S-1/A 03-04-2022 10.5 10.6 License Agreement with UCSF the Regents of the University of California S-1 01-06-2022 10.6 10.7 Amendment to UC License Agreement S-1/A 03-04-2022 10.7 10.8 ** NuVasive Amended and Restated Commission Agreement dated February 28, 2020 S-1/A 03-23-2022 10.8 10.9 Amended and Restated Investor Rights Agreement dated July 27, 2017 S-1/A 03-23-2022 10.9 10.10 First Amendment to Amended and Restated Investor Rights Agreement dated February 20, 2020 S-1/A 03-23-2022 10.10 10.11 NuVasive SAFE (Simple Agreement for Future Equity) dated February 28, 2020 S-1/A 03-23-2022 10.11 10.12 ** Right of First Offer Agreement S-1/A 03-23-2022 10.12 10.13 First Amendment to Right of First Offer Agreement S-1/A 03-23-2022 10.13 10.14 Second Amendment to Right of First Offer Agreement S-1/A 03-23-2022 10.14 10.15 Convertible Note and Warrant Purchase Agreement S-1/A 03-23-2022 10.16 10.16 Warrant Agent Agreement dated April 21, 2022

View Full Filing

View this S-1/A filing on SEC EDGAR