Aclarion, Inc. Files S-1 Registration Statement

TL;DR

<b>Aclarion, Inc. has filed an S-1 registration statement, indicating potential public offering plans.</b>

AI Summary

Aclarion, Inc. (ACONW) filed a IPO Registration (S-1) with the SEC on January 22, 2024. Aclarion, Inc. (formerly Nocimed, Inc.) filed an S-1 registration statement on January 22, 2024. The company is incorporated in Delaware and operates in the Medical Laboratories sector (SIC 8071). Its business and mailing address is located at 8181 Arista Place, Suite 100, Broomfield, CO 80021. The filing includes financial data for periods ending September 30, 2023, and December 31, 2022. The filing references various preferred stock series (A, A1-A4, BB1, B2B3) and common stock data.

Why It Matters

For investors and stakeholders tracking Aclarion, Inc., this filing contains several important signals. This S-1 filing is a prerequisite for Aclarion, Inc. to conduct an Initial Public Offering (IPO), allowing it to raise capital from public investors. The detailed financial information within the S-1 provides potential investors with crucial data to assess the company's financial health and investment potential.

Risk Assessment

Risk Level: medium — Aclarion, Inc. shows moderate risk based on this filing. The company's S-1 filing indicates it is seeking to become a public entity, which inherently carries market and regulatory risks associated with IPOs and ongoing public company compliance.

Analyst Insight

Monitor future filings for details on the IPO, including pricing, share volume, and use of proceeds, to assess investment opportunity.

Key Numbers

• 2024-01-22 — Filing Date (S-1 Registration Statement filed)
• 2023-09-30 — Most Recent Interim Period End (Financial data available)
• 2022-12-31 — Most Recent Fiscal Year End (Financial data available)
• 8071 — SIC Code (Services-Medical Laboratories)

Key Players & Entities

• Aclarion, Inc. (company) — Filer name
• Nocimed, Inc. (company) — Former company name
• 8181 Arista Place, Suite 100, Broomfield, CO 80021 (company) — Business and mailing address
• 833 275 2266 (company) — Business phone number
• DE (company) — State of incorporation
• 20240122 (date) — Filing date
• 333-276648 (regulator) — SEC file number
• 8071 (regulator) — Standard Industrial Classification code

Forward-Looking Statements

• Aclarion, Inc. will proceed with a public offering of securities. (Aclarion, Inc.) — medium confidence, target: Within 6-12 months of filing date
• The company will raise capital to fund its medical laboratory services operations. (Aclarion, Inc.) — medium confidence, target: Post-offering

FAQ

Risk Factors

• Regulatory Compliance [high — regulatory]: As a medical laboratory company, Aclarion is subject to extensive federal and state regulations, including those from CMS and CLIA, which could impact operations and profitability.
• Market Acceptance and Competition [medium — market]: The success of Aclarion's offerings depends on market adoption and its ability to compete with established players in the healthcare diagnostics and services market.
• Need for Future Financing [medium — financial]: The company's S-1 filing suggests a need for capital, potentially through an IPO, indicating reliance on external funding to support growth and operations.

Key Dates

• 2024-01-22: S-1 Filing — Indicates intent to go public or raise capital.
• 2015-02-26: Name Change — Company formerly known as Nocimed, Inc.

Key Financial Figures

• $0.00001 — 0 shares of our common stock, par value $0.00001 per share. The shares of common stock
• $7.1 million — wever, we may receive proceeds of up to $7.1 million from the sale of our common stock to th
• $2.81 — orted on the Nasdaq Capital Market, was $2.81 per share. Our warrants offered in conn
• $0.034 — Capital Market on January 19, 2024 was $0.034 per IPO Warrant. We have received defi
• $1.00 — nimum bid price requirement of at least $1.00 per share and (ii) the requirement to h
• $2,500,000 — d (ii) the requirement to have at least $2,500,000 in stockholders' equity (the "Stockhold
• $134.5B — ts. Aclarion's technology addresses the $134.5B U.S. low back and neck pain market, whi
• $150 million — logies selected to participate in their $150 million Back Pain Consortium (BACPAC) Research

Filing Documents

• aclarion_s1.htm (S-1) — 2797KB
• aclarion_ex0501.htm (EX-5.1) — 11KB
• aclarion_ex2301.htm (EX-23.1) — 2KB
• aclarion_ex2302.htm (EX-23.2) — 2KB
• aclarion_ex107.htm (EX-FILING FEES) — 21KB
• 0001683168-24-000371.txt (&nbsp;) — 7394KB
• 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_s1_htm.xml (XML) — 756KB

Risk Factors

Risk Factors 18 Information Regarding Forward-Looking Statements 62 The White Lion Transaction 63

Use of Proceeds

Use of Proceeds 64 Dividend Policy 65 Market Price of and Dividends on Common Equity and Related Stockholder Matters 65

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

Management's Discussion and Analysis of Financial Condition and Results of Operations 66

Business

Business 76 Management, Governance, Director Compensation, Executive Compensation 104 Certain Relationships and Related Party Transactions 115 Principal Stockholders 116

Description of Capital Stock

Description of Capital Stock 117 Selling Securityholder 122 Plan of Distribution 123 Legal Matters 125 Experts 125 Where You Can Find More Information 125 Index to Financial Statements F-1 ii ABOUT THIS PROSPECTUS The registration statement we filed with the Securities and Exchange Commission (the "SEC") includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus, the related exhibits filed with the SEC, and the documents incorporated by reference herein before making your investment decision. You should rely only on the information provided in this prospectus and the documents incorporated by reference herein or any amendment thereto. You should not assume that the information contained in this prospectus or any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference herein is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus or any related free writing prospectus is delivered, or securities are sold, on a later date. This prospectus contains or incorporates by reference summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or have been incorporated by reference as exhibits to the registration heading " Where You Can Find More Information ." You should rely only on the information that we have included or incorporated by reference in this prospectus and any related free writing prospectus that we may authorize to be provide

View Full Filing

View this S-1 filing on SEC EDGAR