ACON 8-K
Aclarion, Inc. (ACON)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 28, 2025 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Trading | ||
| Title of each class | Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 3.03 | Material Modifications to Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 26, 2025, Aclarion, Inc. (the “Company”) filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock at a ratio of one-for-twenty seven (27).
The Certificate of Amendment provides that the reverse stock split became effective as of 5:00 P.M. Eastern Time on March 27, 2025 (the “Effective Time”), at which time every twenty seven (27) shares of the Company’s issued and outstanding common stock were automatically combined into one (1) issued and outstanding share of common stock, without any change in the par value per share. The Certificate of Amendment provides that in the event a stockholder would otherwise be entitled to receive a fraction of a share of common stock, such stockholder shall receive one whole share of common stock in lieu of such fractional share and no fractional shares shall be issued. The Company did not round up fractional shares at the beneficial level and instead rounded any such fractional shares up at the participant level with DTC.
Trading of the Company’s common stock on Nasdaq on a split-adjusted basis commenced at market open on March 28, 2025. The new CUSIP number for the common stock following the reverse stock split is 655187409.
As a result of the reverse stock split, the Company’s issued and outstanding shares of common stock were decreased from approximately 15.72 million pre-split shares to approximately 582,000 post-split shares. The reverse stock split did not change the number of authorized shares of the Company's common stock, which remains at 200 million shares.
The reverse stock split will apply to the Company’s outstanding warrants, stock options and restricted stock units. The number of shares of common stock into which these outstanding securities are convertible or exercisable will be adjusted as a result of the reverse stock split. The exercise prices of any outstanding warrants or stock options will also be adjusted in accordance with the terms of those securities and the Company’s equity incentive plans.
As previously announced, in September 2025, the Company’s board and stockholders approved a reverse stock split proposal at a ratio in the range of one-for-five to one-for-fifty, with the final ratio to be determined by the Company’s board in its discretion without further approval from the Company’s stockholders. In March 2025, the Company’s board subsequently approved the final reverse stock split ratio of one-for-twenty seven.
A copy of the Certificate of Amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
| Item | 9.01 Financial Statements and Exhibits. |
| (d) | Exhibits | ||
|
Exhibit Number |
Description | ||
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company dated March 26, 2025 | ||
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document |
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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 28, 2025 |
By: | /s/ John Lorbiecki |
| Name: | John Lorbiecki | |
| Title: | Chief Financial Officer | |
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Exhibit 3.1
Delaware The First State Page 1 4492618 8100 SR# 20251235190 You may verify this certificate online at corp.delaware.gov/authver.shtml Authentication: 203272294 Date: 03 - 26 - 25 I, CHARUNI PATIBANDA - SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “ACLARION, INC.”, FILED IN THIS OFFICE ON THE TWENTY - SIXTH DAY OF MARCH, A.D. 2025, AT 10:29 O`CLOCK A.M.
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CERTIFICATE OF AMENDMENT to the AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of ACLARION, INC. ACLARION, INC . , a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation''), does hereby certify as follows : FIRST : The nameof theCorporation is Aclarion, Inc . TheAmended and Restated Certificate oflncorporation was filed with the Secretary of State of the State ofDelaware (the "Secretary of State") on April 21 , 2022 , as amended (the "Certificate of Incorporation") . SECOND: ARTICLE IV of the Corporation's Certificate of Incorporation shall be amended by inserting Subsection "(G)" at the end of such section which shall read as follows: G . Reverse StockSplit . This Certificate of Amendment shall become effective as of 5 : 00 p . m . (Eastern Time) on March 27 , 2025 (the "Effective Time'') . As of the Effective Time of this Certificate of Amendment, pursuant to the Section 242 of the General Corporation Law of the State of Delaware, each twenty seven ( 27 ) shares of the Corporation's Common Stock, issued and outstanding immediately prior to the Effective Time (the "Prior Common Stock") shall automatically without further action on the part of the Corporation or any holder of Prior Common Stock, be reclassified, combined, converted and changed into one ( 1 ) fully paid and nonassessable shares of common stock, par value of $ 0 . 00001 per share (the "New Common Stock"), subject to the treatment of fractional share interests as described below (the "Reverse Stock Split") . The conversion of the Prior Common Stock into New Common Stock will be deemed to occur at the Effective Time . From and after the Effective Time , certificates representing the Prior Common Stock shall represent the number of shares of New Common Stock into which such Prior Common Stock shall have been converted pursuant to this Certificate of Amendment . Holders who otherwise would be entitled to receive fractional share interests of New Common Stock upon the effectiveness of the Reverse Stock Split s hall be entitled to receive a whole share of New Common Stock in lieu of any fractional share created as a result of such Reverse Stock Split . THIRD: The stockholders of the Corporation have dul y approved the foregoing amendment in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF , the Corporation has caused this Certificate of Am e ndment to be duly adopted and executed in its corporate name and on its behalf by its duly authorized officer as of the 26 th day of March, 2025. ACLARION, INC. By: Isl John Lorbiecki Name: John Lorbiecki Title: Chief Financial Officer S t a t e o f D e l a w a r e S e c re t ary of S t a t e D i v i s i o n of Co rp o r a ti o n s De li ve red 1 0: 2 9 A M 0 3 / 26 / 2 0 2 5 FILED 10 : 29A M 0 3/2 6 /2 025 S R 2 0 2 5 123 5 1 9 0 - F il eN umb e r 44 9 2 6 18
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