Business Context and Reporting Period
This Form 8-K Current Report was filed by Aclarion, Inc. on September 2, 2025. The filing discloses the entry into a material definitive agreement and the appointment of a new Chief Financial Officer (CFO). The company is an emerging growth company incorporated in Delaware, with its principal executive offices in Broomfield, Colorado.
Key Financial Metrics
This filing is a current report regarding corporate governance and executive compensation; it does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. No financial metrics are provided in this document.
Material Changes
- Executive Leadership Change: Gregory A. Gould was appointed as the new Chief Financial Officer, effective September 1, 2025.
- Departure of Prior Officer: John Lorbiecki notified the company of his intention to retire as CFO on June 16, 2025. He remains in a non-CFO role through October 1, 2025, to facilitate the transition.
- Compensation Structure: The company has entered into a new employment agreement with specific salary, bonus, and equity terms for the new CFO.
Guidance, Outlook, and Management Commentary
The filing contains no financial guidance, outlook, or management commentary regarding future business performance. The primary focus is on the qualifications of the new CFO and the terms of his employment.
Employment Agreement Terms
- Base Salary: $262,500 annually, subject to adjustment.
- Annual Bonus: Eligible for up to 50% of base salary at the discretion of the board.
- Equity Grant: Inducement stock option for 17,000 shares at an exercise price of $7.15 per share (closing price on grant date). Vesting is 25% on the first anniversary, with the remainder vesting monthly over three years.
- Termination Provisions: In the event of termination without cause or resignation for good reason, the executive is entitled to 12 months of base salary, 9 months of COBRA health insurance, and any earned but unpaid bonus.
- Change in Control: Options become fully vested if terminated without cause or for good reason within 12 months of a change in control.
Risks and Contingencies
The filing notes that Mr. Gould previously served as CFO at NewAge, Inc., which filed for Chapter 11 bankruptcy in August 2022 after his departure. The agreement includes standard non-competition and non-solicitation provisions for 12 months post-employment.
Investor Verification Checklist
- Verify the transition timeline for CFO duties between John Lorbiecki and Gregory A. Gould (completion date: October 1, 2025).
- Review the full text of the Employment Agreement (Exhibit 10.1) for detailed covenants and restrictions.
- Confirm the impact of the 17,000 share option grant on existing shareholder dilution.
- Monitor future filings for the company's next quarterly or annual report to assess financial performance under the new CFO leadership.