UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
As previously disclosed, Aclarion, Inc., a Delaware corporation (the “Company”) has completed several financing transactions in the first quarter of 2025.
As a result of these transactions, the Company has a current cash balance of approximately $15.2 million. The Company is now in compliance with Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain at least $2,500,000 in stockholders’ equity.
As previously disclosed, on March 5, 2025, the Company's stockholders approved, among other things, the issuance of the common shares underlying the Company's Series A and Series B warrants which we publicly offered on January 15, 2025. The Series A and Series B warrants became exercisable when the favorable stockholder vote was obtained.
Since March 6, 2025, holders of Series B warrants have exercised approximately 87% of our outstanding Series B warrants using the alternative cashless exercise ("ACE") feature included in those warrants. The Company has issued approximately 12.7 million common shares in such Series B warrant exercises.
The Company has approximately 13.7 million total shares outstanding as of March 12, 2025.
To date, none of the Series A warrants have been exercised. The exercise price of the Series A warrants has been adjusted (after giving effect to our 1-335 reverse stock split effective January 30, 2025) in accordance with their terms to the "floor price" equal to $6.70 per common share ($0.02 floor price prior to such reverse stock split). Such $6.70 exercise price is higher than the current market price of the Company’s common stock. The Series A warrants do not contain the alternative cashless exercise ("ACE") feature contained in the Series B warrants.
As previously disclosed, at our special stockholders’ meeting on September 23, 2024, our stockholders approved a proposal to grant discretionary authority to our board of directors to (i) amend our certificate of incorporation to combine outstanding shares of our Common Stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-five (1-for-5) to a maximum of a one-for-fifty (1-for-50) split, with the exact ratio to be determined by our board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal was approved by stockholders.
We may implement a reverse stock split in the future, which could assist with the Company’s ongoing compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed companies to maintain a $1.00 minimum bid price.
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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. | ||
March 13, 2025 |
By: | /s/ John Lorbiecki |
| Name: | John Lorbiecki | |
| Title: | Chief Financial Officer | |
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