UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 3, 2025 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
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 |
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 5.07 | Submission of Matters to a Vote of Security Holders. |
On December 31, 2024, the Company held its 2024 Annual Meeting of Stockholders.
The matters voted upon at the Annual Meeting and the results of such voting are set forth below.
Proposal 1 - Election of seven directors to serve a term ending at the 2024 annual meeting, in each case until their respective successors are duly elected and qualified.
| Nominee | Votes For | Withheld | Broker Non-Votes | |||
| Jeffrey Thramann | 1,189,506 | 107,489 | 2,741,544 | |||
| Brent Ness | 1,191,173 | 105,822 | 2,741,544 | |||
| Stephen Deitsch | 1,190,745 | 106,250 | 2,741,544 | |||
| Scott Breidbart | 1,190,700 | 106,295 | 2,741,544 | |||
| David Neal | 1,191,463 | 105,532 | 2,741,544 | |||
| William Wesemann | 1,190,739 | 106,256 | 2,741,544 | |||
| Amanda William | 1,189,744 | 107,251 | 2,741,544 |
All seven director nominees were duly elected.
Proposal 2 - Ratification of appointment of independent registered accounting firm – Haynie & Company
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||
| 3,776,879 | 250,987 | 10,673 | 0 | |||||||||||
Proposal 2 was approved.
Proposal 3 – Approval of the issuance of shares pursuant to the Company’s equity line
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||
| 1,129,322 | 164,731 | 2,941 | 2,741,545 | |||||||||||
Proposal 3 was approved.
Proposal 4 – Approval of the issuance of shares pursuant to the Company’s Series B convertible preferred stock
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||
| 1,126,568 | 167,172 | 3,254 | 2,741,545 | |||||||||||
Proposal 4 was approved.
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Proposal 5 – Approval of the issuance of shares pursuant to the Company’s Series C convertible preferred stock and related warrants
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||
| 1,119,622 | 174,470 | 2,902 | 2,741,545 | |||||||||||
Proposal 5 was approved.
Proposal 6 – Approval of a proposed reverse stock split
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||
| 3,006,776 | 1,016,688 | 15,072 | 0 | |||||||||||
Proposal 6 was approved.
Proposal 7 – Approval of an amendment to our 2022 equity incentive plan
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||
| 1,074,285 | 202,442 | 20,268 | 2,741,544 | |||||||||||
Proposal 7 was approved.
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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. | ||
| January 3, 2025 | By: | /s/ John Lorbiecki |
| Name: | John Lorbiecki | |
| Title: | Chief Financial Officer | |
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