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    Aclarion Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    7/21/25 4:03:28 PM ET
    $ACON
    Medical Specialities
    Health Care
    Get the next $ACON alert in real time by email
    Aclarion, Inc. 8-K
    false 0001635077 0001635077 2025-07-21 2025-07-21 0001635077 ACON:CommonStockParValue0.00001PerShareMember 2025-07-21 2025-07-21 0001635077 ACON:WarrantsEachExercisableForOneShareOfCommonStockMember 2025-07-21 2025-07-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

    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): July 21, 2025

     

     

     

    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 5.07 Submission of Matters to a Vote of Security Holders.

     

    On July 21, 2025, the Company reconvened and held its 2025 Annual Meeting of Stockholders. The Annual Meeting had been adjourned from the original scheduled meeting date of July 7, 2025.

     

    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 2026 annual meeting, in each case until their respective successors are duly elected and qualified.

     

    Nominee  Votes For  Withheld  Broker Non-Votes
    Jeffrey Thramann   51,347    15,267    200,431 
    Brent Ness   47,840    18,774    200,431 
    Stephen Deitsch   47,374    19,240    200,431 
    Scott Breidbart   50,170    16,444    200,431 
    David Neal   49,956    16,658    200,431 
    William Wesemann   49,902    16,713    200,431 
    Amanda Williams   50,244    16,370    200,431 

     

    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
     241,005    23,143    2,898    0 

     

    Proposal 2 was approved.

     

     

    Proposal 3 – Approval of a proposed reverse stock split

     

    Votes For  Votes Against  Abstain  Broker Non-Votes
     177,593    87,330    2,124    0 

     

    Proposal 3 was approved.

     

     

    Proposal 4 – Approval of an amendment to our 2022 equity incentive plan

     

    Votes For  Votes Against  Abstain  Broker Non-Votes
     29,621    35,466    1,527    200,431 

     

    Proposal 4 was not approved.

     

     

     

     

     2 

     

     

    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.
         

    July 21, 2025

    By:/s/ John Lorbiecki
      Name: John Lorbiecki
      Title: Chief Financial Officer

     

     

     

     

     

     

     

     

     

     

     

     

     3 

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