Business Context and Reporting Period
Aclarion, Inc. (ACON), a Delaware corporation, filed this Form 8-K on January 8, 2026, 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: 200,000 shares of Common Stock and pre-funded warrants to purchase up to 1,800,000 shares.
- Price: $5.18 per share (or pre-funded warrant).
- Expected Gross Proceeds: Approximately $10.36 million.
- Placement Agent Fee: 6.0% of aggregate gross proceeds.
- Expected Closing Date: On or about January 9, 2026.
The filing text does not provide current revenue, profit, cash flow, margins, debt, or liquidity metrics; these are typically found in 10-K or 10-Q filings.
Material Changes and Use of Proceeds
The primary material change is the execution of the Securities Purchase Agreement. The company intends to use the net proceeds from the offering for the following purposes:
- Funding market development and clinical evidence, specifically "The Clarity Trial."
- Product development and quality initiatives.
- General and administrative support.
- Other general corporate purposes.
Guidance, Risks, and Contingencies
The filing contains forward-looking statements regarding the expected proceeds and the timing of the offering's completion. Management notes that actual results may differ due to general market conditions and the company's ability to complete the offering on favorable terms. The offering is contingent upon the satisfaction of customary closing conditions. The pre-funded warrants are immediately exercisable at $0.00001 but are subject to beneficial ownership limitations (4.99% or 9.99% caps) unless notice is provided.
Investor Verification Checklist
- Verify the final closing of the offering and the actual net proceeds received after deducting the 6.0% placement agent fee and other expenses.
- Confirm the status and timeline of "The Clarity Trial" as a primary use of funds.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific termination provisions and indemnification obligations.
- Monitor the exercise of pre-funded warrants and any resulting dilution to existing shareholders.
- Check subsequent filings for updates on the company's liquidity position post-offering.