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): June 18, 2024 (
(Exact name of registrant as specified in its charter)
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 12, 2024, the Board of Directors of Aclarion, Inc. (the “Company”) adopted an amendment (the “Amendment”) to the Company’s bylaws that reduced the quorum required for the transaction of business at stockholder meetings from (i) the holders of a majority of the voting power of the outstanding shares of stock entitled to vote, to (ii) the holders of one-third of the voting power of the outstanding shares of stock entitled to vote.
The Company has encountered difficulties reaching a quorum in the past due to the size and dispersed nature of the Company’s stockholder base and the decision of many brokerage firms to eliminate discretionary voting even for “routine matters.” Reducing the quorum requirement reduces the risk of failing to achieve the required quorum for any stockholder meetings, which failure would require the Company to adjourn such meetings and therefore cause the Company to incur additional costs, such as additional meeting host costs and proxy solicitation costs, and suffer other potential disruptions to its business and distraction for management.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | ||
|
Exhibit Number |
Description | ||
| 3.1 | Amendment to Bylaws dated June 12, 2024 | ||
| 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. | ||
| June 18, 2024 | /s/ John Lorbiecki | |
| Name: | John Lorbiecki | |
| Title: | Chief Financial Officer | |
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