Aclarion, Inc. Files S-1/A Amendment

TL;DR

Aclarion (fka Nocimed) filed S-1/A on Jan 10, 2025. Medical lab services. DE corp, CO HQ.

AI Summary

Aclarion, Inc. filed an S-1/A amendment on January 10, 2025, detailing its business operations as a medical laboratory services provider. The company, formerly Nocimed, Inc., is incorporated in Delaware and headquartered in Broomfield, Colorado. This filing appears to be related to its ongoing efforts to go public, with previous amendments indicating edits made around Q2 2023.

Why It Matters

This S-1/A filing provides updated information for investors considering Aclarion, Inc. as a potential public company, offering insights into its financial structure and business strategy.

Risk Assessment

Risk Level: medium — As an S-1/A filing, it indicates a company pursuing an IPO, which inherently carries higher risks due to market volatility and the company's early-stage financial profile.

Key Numbers

• 333-283724 — SEC File Number (Identifies the specific SEC registration)
• 0001635077 — Central Index Key (Unique identifier for the company in SEC filings)

Key Players & Entities

• Aclarion, Inc. (company) — Filer
• Nocimed, Inc. (company) — Former company name
• 8181 Arista Place, Ste 100, Broomfield, CO 80021 (location) — Business and Mail Address
• January 10, 2025 (date) — Filing date
• 20250110 (date) — Filing date

FAQ

Key Financial Figures

• $0.00001 — 0 shares of our common stock, par value $0.00001 per share (the "Common Stock") together
• $0 — ock and accompanying Common Warrants is $0.1588, which is equal to the closing pri
• $0.001 — d to the public in this offering, minus $0.001 per share, and the exercise price of ea
• $0.1588 — orted on the Nasdaq Capital Market, was $0.1588 per share. Our IPO Warrants offered in
• $0.045 — q Capital Market on January 7, 2025 was $0.045 per IPO Warrant. All share, Common Warr
• $0.1578 — nd the accompanying Common Warrants and $0.1578 per Pre-Funded Warrant and the accompan
• $1.00 — nimum bid price requirement of at least $1.00 per share (the "Bid Price Requirement")
• $2,500,000 — ) and (ii) requirement to have at least $2,500,000 in stockholders' equity (the "Stockhold
• $1.00 m — that we were not in compliance with the $1.00 minimum bid price requirement set forth i
• $1,642,177 — 24, we reported stockholders' equity of $1,642,177, and, as a result, did not satisfy List
• $2,509,785 — 4, and reported stockholders' equity of $2,509,785. ii We intend to take all reasonable

Filing Documents

• aclarion_s1a2.htm (S-1/A) — 2872KB
• aclarion_ex0101.htm (EX-1.1) — 244KB
• aclarion_ex0408.htm (EX-4.8) — 173KB
• aclarion_ex0409.htm (EX-4.9) — 153KB
• aclarion_ex0411.htm (EX-4.11) — 256KB
• aclarion_ex0413.htm (EX-4.13) — 21KB
• aclarion_ex0501.htm (EX-5.1) — 13KB
• aclarion_ex2301.htm (EX-23.1) — 2KB
• aclarion_ex2302.htm (EX-23.2) — 3KB
• aclarion_ex107.htm (EX-FILING FEES) — 34KB
• 0001683168-25-000233.txt ( ) — 8870KB
• acon-20240930.xsd (EX-101.SCH) — 54KB
• acon-20240930_cal.xml (EX-101.CAL) — 51KB
• acon-20240930_def.xml (EX-101.DEF) — 214KB
• acon-20240930_lab.xml (EX-101.LAB) — 386KB
• acon-20240930_pre.xml (EX-101.PRE) — 344KB
• aclarion_s1a2_htm.xml (XML) — 772KB

Risk Factors

Risk Factors 20 Market and Industry Data 66

Use of Proceeds

Use of Proceeds 6 7 Dividend Policy 68 Capitalization 68

Dilution

Dilution 68 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

Underwriting

Underwriting 138 Legal Matters 142 Experts 142 Change in Accountants 142 Where You Can Find More Information 142 Index to Financial Statements F-1 iv Neither we nor the underwriter has 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 underwriter 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 this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are req

Forward-Looking Statements ."

Forward-Looking Statements ." We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to the registration statement of which this prospectus is a part were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the sections of this prospectus entitled " Where You Can Find More Information ." Our company name was changed from "Nocimed, Inc.", to "Aclarion, Inc." on December 3, 2021. NOCIMED -, NOCISCAN -, NOCIGRAM , NOCISCORE -, NOCICALC - MRS NOCI+ - NOCI- -, NOCImild -NOCIWEB - SI-SCORE, VIRTUAL DISCOGRAM - and the Nocimed logo are our trademarks. All other service marks, trademarks and trade names appearing in this prospectus are the property of their respective owners. We do not intend our use or display of other companies' trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies. Solely for convenience, trademarks and tradenames referred to in this prospectus may appear without the or symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable

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