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 23, 2024 (
(Exact name of registrant as specified in its charter)
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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
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Item 1.01 Entry into a Material Definitive Agreement.
Background
As previously disclosed, on May 16, 2023, Aclarion, Inc. (the “Company”, “we” and “us”) entered into a securities purchase agreement with accredited investors for an unsecured non-convertible note financing. At that time, the Company received $1,250,000 of gross proceeds in connection with the first tranche closing of this financing.
As previously disclosed, on September 1, 2023, the Company closed the second tranche of this financing. The Company received an additional $750,000 of gross proceeds in connection with the second tranche closing of this financing.
As previously disclosed, on November 1, 2023, the Company closed a third tranche of this financing. The Company received an additional $250,000 of gross proceeds in connection with the third tranche closing of this financing.
Exchange Agreement
On January 22, 2024, the Company entered into an exchange agreement (the “Exchange Agreement”) with the accredited investors to exchange $157,365.60 of principal and accrued interest on the notes for 56,000 shares of common stock at an exchange price of $2.8101 per common share.
The Company and the accredited investors may elect in the future to effect additional exchanges of the notes for common stock. Any such future exchanges would be negotiated and agreed to among the parties. The parties expect that any such future exchanges, if any, would be on substantially similar terms as are described in the form of Exchange Agreement filed below as exhibit 10.1.
Notwithstanding that the Company desires to consummate one or more additional exchanges in the future, at this time the Company has no such additional oral or written agreements to consummate any such exchanges, and, as such, we cannot guarantee that any such exchanges will occur in the future. The occurrence of any such exchange is contingent on reaching mutual agreement with the institutional investor on the terms and conditions and the execution and delivery of one or more additional definitive agreements with respect thereto.
The foregoing description of the Exchange Agreement is a summary only, does not purport to be complete and is qualified in its entirety by the full text of the form of Exchange Agreement, a copy of which is attached as Exhibits 10.1 and incorporated herein by reference.
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Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the exchange common shares is incorporated by reference into Item 3.02 of this Current Report on Form 8-K.
The issuance of the exchange common shares is intended to be exempt from registration pursuant to the exemptions under Section 3(a)(9) and Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | ||
|
Exhibit Number |
Description | ||
| 10.1 | |||
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document |
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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 23, 2024 | By: | /s/ John Lorbiecki |
| Name: John Lorbiecki | ||
| Title: Chief Financial Officer | ||
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