IPO - Aclarion, Inc.

Form Type: 8-K

Filing Date: 2025-01-17

Corporate Action: Ipo

Type: New

Accession Number: 000168316825000431

Filing Summary: On January 15, 2025, Aclarion, Inc. entered into an Underwriting Agreement with Dawson James Securities, Inc. for a public offering of 100,000 shares of common stock, 143,900,000 pre-funded warrants, and 288,000,000 common warrants. The offering price per Share is $0.10, and for each Pre-Funded Warrant, it's $0.09999. The Underwriter has an over-allotment option for an additional 21,000,000 shares and warrants. The offering aims to raise approximately $13.3 million, which will be used to redeem Series B Preferred Stock and for operational expenses. The offering closed on January 16, 2025. The stockholder approval is required for the issuance of Warrant Shares, and a meeting will be held within 60 days of January 6, 2025. A lock-up agreement is in place for directors and officers for 90 days post-offering.

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Form Type: 424B4

Filing Date: 2025-01-16

Corporate Action: Ipo

Type: New

Accession Number: 000168316825000389

Filing Summary: Aclarion, Inc. is conducting an IPO offering of up to 21,100,000 shares of Common Stock and related Common Warrants, along with Pre-Funded Warrants to purchase additional shares, amidst challenges related to Nasdaq compliance. The offering price per share is set at $0.10, with accompanying Series A and Series B Common Warrants, each exercisable at $0.20. The Company plans a reverse stock split to comply with minimum bid price requirements, as it has faced deficiency notices regarding both the minimum bid price and stockholders' equity criteria. Stockholder meetings approved discretionary authority for reverse stock splits within specified ratios. Compliance attempts are ongoing amid potential trading suspensions due to non-compliance. The expected delivery of securities is on January 16, 2025. The need for the offering is tied to their ongoing business in the healthcare technology sector focusing on Magnetic Resonance Spectroscopy to manage back pain treatments more effectively.

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Form Type: S-1MEF

Filing Date: 2025-01-14

Corporate Action: Ipo

Type: New

Accession Number: 000168316825000349

Filing Summary: Aclarion, Inc. filed a registration statement (Form S-1MEF) with the SEC on January 14, 2025, to register up to $8,100,000 in additional securities, including common stock, pre-funded warrants, and various common warrants to purchase common stock. This filing is made pursuant to Rule 462(b) of the Securities Act and is intended to supplement its earlier effective registration (No. 333-283724) declared effective earlier on the same date. The securities are offered for public sale as soon as practicable after the registration statement's effective date. This filing indicates that Aclarion is taking steps toward going public as an emerging growth company and smaller reporting company, opting not to use the extended transition period for new accounting standards. Included in the submission are various consent forms and an opinion from their legal counsel, confirming compliance with necessary regulations.

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Form Type: CORRESP

Filing Date: 2025-01-10

Corporate Action: Ipo

Type: New

Accession Number: 000168316825000235

Filing Summary: Aclarion, Inc. has submitted a request for the acceleration of its Registration Statement on Form S-1 (File No. 333-283724) with the Securities and Exchange Commission (SEC). The company requests that the statement be declared effective on January 14, 2025, at 4 P.M. Eastern Time or as soon thereafter as practicable. In the request, Aclarion acknowledges the responsibilities and implications of the effectiveness declaration from the SEC and affirms its accountability for the accuracy and adequacy of the disclosure within the registration statement. Chief Financial Officer John Lorbiecki signed the correspondence.

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Form Type: CORRESP

Filing Date: 2025-01-10

Corporate Action: Ipo

Type: New

Accession Number: 000168316825000237

Filing Summary: Dawson James Securities, Inc., acting as the underwriter, requests the acceleration of the effectiveness of Aclarion, Inc.'s Registration Statement on Form S-1 (File No. 333-283724) to commence at 4:00 P.M. Eastern Time on January 14, 2025. This request is in accordance with Rule 461 under the Securities Act of 1933, as amended. The underwriter seeks confirmation once the Registration Statement is effective through counsel James H. Carroll, Esq.

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Form Type: S-1/A

Filing Date: 2025-01-10

Corporate Action: Ipo

Type: Update

Accession Number: 000168316825000233

Filing Summary: Aclarion, Inc. is launching an initial public offering (IPO) involving up to 75,566,750 shares of common stock and various accompanying warrants. The IPO is priced at an assumed combined public offering price of $0.1588 per share, based on the closing price as of January 7, 2025. This document also discusses compliance with Nasdaq requirements, specifically relating to minimum bid price and stockholder equity. The company has received deficiency notices from Nasdaq regarding compliance and is appealing actions that could lead to delisting. It aims to address these compliance issues through a proposed reverse stock split approved by stockholders. The filing indicates an intention to proceed with the sale of securities immediately following the registration effectiveness while highlighting the potential risks and conditions surrounding the offering and Nasdaq listing.

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