UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment #1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): August 13, 2024 (
(Exact name of registrant as specified in its charter)
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Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) is being filed to replace the version of Exhibit 10.1 (the “Initial Exhibit”) attached to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2024 (the “Initial 8-K”) and amends and restates the Initial 8-K in its entirety. Due to a clerical error, an incorrect version of the Initial Exhibit was attached as an exhibit to the Initial 8-K.
Item 1.01 Entry into a Material Definitive Agreement.
On August 12, 2024, Aclarion, Inc. (the “Company”), entered into a subscription agreement with an institutional investor, pursuant to which the Company agreed to issue and sell to the investor 400,000 shares (the “Shares”) of Common Stock of the Company at a price of $0.29 per share for gross proceeds to the Company of $116,000.
The Shares to be issued in the offering were offered at-the-market under Nasdaq rules and pursuant to the Company’s Form 1-A (the “Offering Statement”), initially filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on June 11, 2024 and qualified on June 24, 2024.
The Shares were not placed through the efforts of a placement agent and no fees or commissions are to be paid on the transaction to anyone.
The Company has the ability, at its election, to raise additional proceeds of up to approximately $29.68 million on the same terms and conditions pursuant to the Offering Statement from time to time. Any additional sales made pursuant to the Offering Statement will be disclosed through subsequent prospectus supplements.
Notwithstanding that the Company desires to consummate one or more additional sales in the future, at this time the Company has no such additional oral or written agreements to consummate any such sales, and, as such, we cannot guarantee that any such sales will occur in the future.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | ||
|
Exhibit Number |
Description | ||
| 10.1 | Form of Subscription Agreement (Incorporated by reference to Exhibit 4.1 to the Company’s Form 1-A/A Offering Statement filed on June 20, 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. | ||
| August 13, 2024 | By: | /s/ John Lorbiecki |
| Name: | John Lorbiecki | |
| Title: | Chief Financial Officer | |
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