ACON Aclarion Inc

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): January 4, 2024 (January 3, 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 3.03

Material Modifications to Rights of Security Holders.

 

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On January 3, 2024, Aclarion, Inc. (the “Company”) filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock at a ratio of one-for-sixteen.

 

The Certificate of Amendment provides that the reverse stock split became effective as of 5:00 P.M. Eastern Time on January 3, 2024 (the “Effective Time”), at which time every sixteen (16) shares of the Company’s issued and outstanding common stock were automatically combined into one (1) issued and outstanding share of common stock, without any change in the par value per share. The Certificate of Amendment provides that in the event a stockholder would otherwise be entitled to receive a fraction of a share of common stock, such stockholder shall receive one whole share of common stock in lieu of such fractional share and no fractional shares shall be issued.

 

Trading of the Company’s common stock on Nasdaq on a split-adjusted basis commenced at market open on January 4, 2024. The new CUSIP number for the common stock following the reverse stock split is 655187201.

 

As a result of the reverse stock split, the Company’s issued and outstanding shares of common stock were decreased from approximately 13.4 million pre-split shares to approximately 840,000 post-split shares. The reverse stock split did not change the number of authorized shares of the Company's common stock, which remains at 200 million shares.

 

The reverse stock split will apply to the Company’s outstanding warrants, stock options and restricted stock units. The number of shares of common stock into which these outstanding securities are convertible or exercisable will be adjusted proportionately as a result of the reverse stock split. The exercise prices of any outstanding warrants or stock options will also be proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans.

 

As previously announced, in February and March 2023, the Company’s board and stockholders approved a reverse stock split proposal at a ratio in the range of one-for-five to one-for-fifty, with the final ratio to be determined by the Company’s board in its discretion without further approval from the Company’s stockholders. In January 2024, the Company’s board subsequently approved the final reverse stock split ratio of one-for-sixteen.

 

A copy of the Certificate of Amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)	Exhibits
	Exhibit Number		Description
	3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company dated January 3, 2024
	104		Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

 

 

 

 

 

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.
January 4, 2024	By:	/s/ John Lorbiecki
		Name: John Lorbiecki
		Title: Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 3.1

 

 

 

 

Delaware The First State Page 1 4492618 8100 SR# 20240021151 You may verify this certificate online at corp.delaware.gov/authver.shtml Authentication: 202516073 Date: 01 - 03 - 24 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “ACLARION, INC.”, FILED IN THIS OFFICE ON THE THIRD DAY OF JANUARY, A.D. 2024, AT 2:54 O`CLOCK P.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF AMENDMENT IS THE THIRD DAY OF JANUARY, A.D. 2024 AT 5 O'CLOCK P.M.

CERTIFICATE OF AMENDMENT to the AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of ACLARION, INC. ACLARION, INC . , a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify as follows : FIRST : The name of the Corporation is Aclarion, Inc . The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware (the "Secretary of State") on April 21 , 2022 , as amended ( the "Certificate of Incorporation") . SECOND : ARTICLE IV of the Corporation's Certificate of Incorporation shall be amended by inserting Subsection "(E)" at the end of such section which shall read as follows : E . Reverse Stock Split . This Certificate of Amendment shall become effective as of 5 : 00 p . m . (Eastern Time) on January 3 , 2024 (the "Effective Time") . As of the Effective Time of this Certificate of Amendment, pursuant to the Section 242 of the General Corporation Law of the State of Delaware, each sixteen ( 16 ) shares of the Corporation's Common Stock, issued and outstanding immediately prior to the Effective Time (the "Prior Common Stock") shall automatically without further action on the part of the Corporation or any holde r of Prior Common Stock, be reclassified, combined, converted and changed into one ( 1 ) fully paid and nonassessable share of common stock, par v alue of $ 0 . 00001 per share (the "New Common Stock"), subject to the treatment of fractional share interests as described below (the "Reverse Stock Split") . The conversion of the Prior Common Stock into New Common Stock will be deemed to occur at the Effective Time . From and after the Effective Time, certificates representing the Prior Common Stock shall represent the number of shares of New Common Stock intowhich such Prior Common Stock shall ha v e been converted pursuant to this Certificate of Amendment . Holders who otherwise would be entitled to receive fractional share interests of New Common Stock upon the effectiveness of the Reverse Stock Split shall be entitled to receive a whole share of New Common Stock in lieu of any fractional share created as a result of such Reverse Stock Split . THIRD : The stockholders of the Corporation have duly approved the foregoing amendment in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware . IN WITNESS WHEREOF , the Corporation has caused this Certificate of Amendment to be duly adopted and executed in its corporate name and on its behalf by its duly authorized officer as of the 3 rd day of January, 2024 . ACLARION, INC. By: /s/ John Lorbiecki Name: John Lorbiecki Title: Vice President and Chief Financial Officer S t a t e of D e l a w a r e S ecre t ary of S t a t e D i v i s i o n of Co rp o r a ti o n s D e li vere d 0 2: 5 4 P M01/03 / 2 0 24 FILED 02 : 54PM 0 1/ 0 3/2 0 2 4 S R 2024 0 0211 5 1 - Fil eN u m ber 44 9 2 6 18

 

v3.23.4

Cover	Jan. 03, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 03, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41358
Entity Registrant Name	Aclarion, Inc.
Entity Central Index Key	0001635077
Entity Tax Identification Number	47-3324725
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	8181 Arista Place
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Broomfield
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80021
City Area Code	(833)
Local Phone Number	275-2266
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock Par Value 0. 00001 Per Share [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	ACON
Security Exchange Name	NASDAQ
Warrants Each Exercisable For One Share Of Common Stock [Member]
Title of 12(b) Security	Common Stock Warrants
Trading Symbol	ACONW
Security Exchange Name	NASDAQ

---