Business Context and Reporting Period
This Form 8-K is a current report filed by Aclarion, Inc. on January 9, 2026, regarding a registered direct offering. The Company is an emerging growth company incorporated in Delaware, with principal executive offices in Broomfield, Colorado. Its common stock (ACON) and warrants (ACONW) trade on the Nasdaq Stock Market.
Key Financial Metrics and Transaction Details
The filing details a capital raise transaction rather than periodic financial performance metrics. Specific revenue, profit, or cash flow figures for the period are not provided in this document.
- Transaction Type: Registered Direct Offering.
- Common Stock Sold: 200,000 shares at a price of $5.18 per share.
- Pre-funded Warrants Sold: Warrants to purchase up to 1,800,000 shares of Common Stock.
- Closing Date: January 9, 2026.
- Announcement Date: January 13, 2026 (via press release).
Material Changes
The primary material change reported is the execution of a Securities Purchase Agreement and the subsequent closing of the Offering. This transaction increases the Company's share count and capital base. No comparative financial data or prior period changes are included in this specific filing.
Guidance, Outlook, and Risks
The filing does not contain updated financial guidance, management commentary on future outlook, or specific risk factors beyond the standard disclosure that the information is furnished under Item 7.01 and is not deemed "filed" for purposes of Section 18 of the Exchange Act. The press release incorporated by reference (Exhibit 99.1) would typically contain further details on the use of proceeds, but the text of the press release is not included in the provided input.
Investor Verification Checklist
- Verify the total gross proceeds raised from the sale of 200,000 shares and 1,800,000 pre-funded warrants.
- Confirm the specific terms of the pre-funded warrants, including exercise price and expiration date.
- Review the full text of the press release (Exhibit 99.1) for the stated use of proceeds.
- Check for any underwriting discounts or commissions that may reduce net proceeds.
- Assess the dilution impact of the 2,000,000 total potential new shares on existing shareholders.