Business Context and Reporting Period
Aclarion, Inc. (ACON), a Delaware corporation, filed this Form 8-K on October 13, 2025, to report the entry into a Material Definitive Agreement. The company is an emerging growth company with its principal executive offices in Broomfield, Colorado.
Key Financial Metrics and Transaction Details
This filing details a registered direct offering rather than periodic financial performance metrics. Key transaction figures include:
- Securities Issued: 64,000 shares of Common Stock and pre-funded warrants to purchase up to 236,000 shares of Common Stock.
- Offering Price: $8.36 per share for Common Stock; $0.00001 exercise price for Pre-funded Warrants.
- Gross Proceeds: Approximately $2.5 million (before fees and expenses).
- Placement Agent Fee: 7.0% of aggregate gross proceeds paid to Dawson James Securities, Inc.
- Use of Proceeds: Market development, clinical evidence (The Clarity Trial), product development, quality assurance, and general corporate purposes.
The filing does not provide current revenue, profit, cash flow, margins, debt, or liquidity metrics.
Material Changes
The primary material change is the execution of the Securities Purchase Agreement on October 13, 2025, which will result in the issuance of new equity and warrants upon closing. The offering is expected to close on or about October 14, 2025, subject to customary conditions.
Outlook, Risks, and Management Commentary
Management intends to utilize the net proceeds to advance clinical trials and product development. The filing includes a cautionary note regarding forward-looking statements, highlighting risks such as general market conditions and the ability to complete the offering on favorable terms. Actual results may differ from expectations due to factors detailed in the company's Form 10-K for the year ended December 31, 2024, and Form 10-Q for the quarter ended June 30, 2025.
Investor Verification Checklist
- Verify the final closing date of the offering (expected October 14, 2025).
- Confirm the exact net proceeds after deducting the 7.0% placement agent fee and other offering expenses.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) and Pre-funded Warrant (Exhibit 10.2) for specific covenants and termination provisions.
- Check the company's latest Form 10-Q (ended June 30, 2025) for current liquidity status and cash burn rate relative to the new capital raised.
- Monitor the status of "The Clarity Trial" as a key milestone for the use of proceeds.