Aclarion Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): March 6, 2025 (
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Item 5.07. Submission of Matters to a Vote of Security Holders.
Aclarion, Inc. (the “Company”) held a Special Meeting of Stockholders on March 5, 2025 (the “Special Meeting”). The Special Meeting was originally scheduled for February 28, 2025, but was adjourned on that date. The Special Meeting was reconvened on March 5, 2025.
As of January 6, 2025, the record date for the Special Meeting, there were 20,626,124 shares (prior to the Company’s 1-335 reverse stock split on January 30, 2025) of common stock issued and outstanding. Of the votes that were eligible to be cast by the holders of common stock at the Special Meeting, 8,657,021 votes, or approximately 42% of the total, were represented at the meeting in person or by proxy, constituting a quorum. The proposals listed below are described in more detail in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on February 3, 2025 (the “Proxy Statement”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Proxy Statement. A summary of the proposals presented to and considered by the stockholders of the Company and the voting results at the Special Meeting are set forth below:
The Issuance Proposal - To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of common stock issuable by the Company upon exercise of the Series A Warrants and the Series B Warrants. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 3,750,201 | 383,538 | 6,225 | 4,517,057 |
The Charter Amendment Proposal - To grant discretionary authority to our board of directors to (i) amend Article IV of the Company’s Certificate of Incorporation to increase the number of our authorized shares of common stock from 200,000,000 shares to 300,000,000 shares and (ii) effect such amendment, if at all, within one year of the date the proposal is approved by stockholders. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 7,008,009 | 1,622,299 | 26,715 | — |
The Adjournment Proposal - To adopt and approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by the Company that more time is necessary or appropriate to approve the Issuance Proposal or the Charter Amendment Proposal at the Special Meeting (the “Adjournment Proposal”). . The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 7,425,910 | 1,104,548 | 126,563 | — |
All three proposals were approved by the Company’s stockholders.
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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 6, 2025 |
By: | /s/ John Lorbiecki |
| Name: | John Lorbiecki | |
| Title: | Chief Financial Officer | |
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