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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 21, 2024

 

 

 

Aclarion, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware 001-41358 47-3324725
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

 

8181 Arista Place, Suite 100  
Broomfield, Colorado 80021
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (833) 275-2266

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

  Trading  
Title of each class Symbol(s) Name of each exchange on which registered
Common Stock ACON Nasdaq Stock Market
Common Stock Warrants ACONW Nasdaq Stock Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

   

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On February 21, 2024, Aclarion, Inc. (the “Company”) filed amendment no. 2 to its S-1 registration statement relating to a proposed public offering. That amendment included audited financial statements for the Company’s year ended December 31, 2023 and December 31, 2022. A copy of the Company’s audited financial statements for the years ended December 31, 2023 and December 31, 2022 is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

The information set forth under Item 2.02 is incorporated by reference into this Item 7.01.

 

The information in Items 2.02 and 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

Number

  Description
     
99.1   Aclarion, Inc. Audited Financial Statements for the year ended December 31, 2023 and December 31, 2022
104   Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101).

 

 

 

 

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ACLARION, INC.
     
February 21, 2024 By: /s/ John Lorbiecki
    Name: John Lorbiecki
    Title: Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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