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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 23, 2024 (August 22, 2024)

 

Aclarion, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware 001-41358 47-3324725
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

 

8181 Arista Place, Suite 100  
Broomfield, Colorado 80021
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (833) 275-2266

 

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
Common Stock ACON Nasdaq Stock Market
Common Stock Warrants ACONW Nasdaq Stock Market

 

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

Nasdaq Notice Regarding Stockholders’ Equity Requirement

 

On August 22, 2024, Aclarion, Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that it is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on The Nasdaq Stock Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing. In its annual report on Form 10-Q for the period ended June 30, 2024, the Company reported stockholders’ equity of $1,642,177, and, as a result, does not currently satisfy Listing Rule 5550(b)(1).

 

Nasdaq’s letter has no immediate impact on the listing of the Company’s common stock, which will continue to be listed and traded on Nasdaq, subject to the Company’s compliance with the other continued listing requirements. Nasdaq’s letter provides the Company has until August 29, 2024, to request an appeal of this determination, or the trading of the Company’s common stock will be suspended at the opening of business on September 3, 2024. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing.

 

The Company intends to take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq. The Company is currently evaluating its available options to resolve the deficiency and regain compliance with the Nasdaq minimum stockholders’ equity requirement. The Company intends to request an appeal of this determination by the Nasdaq deadline.

 

The Company’s receipt of this letter from Nasdaq does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission.

 

 

 

 

 

 

 2 

 

 

 

  

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.
     
August 23, 2024 By:/s/ John Lorbiecki
  Name: John Lorbiecki
  Title: Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 3 

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Aug. 22, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 22, 2024
Entity File Number 001-41358
Entity Registrant Name Aclarion, Inc.
Entity Central Index Key 0001635077
Entity Tax Identification Number 47-3324725
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 8181 Arista Place
Entity Address, Address Line Two Suite 100
Entity Address, City or Town Broomfield
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80021
City Area Code (833)
Local Phone Number 275-2266
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Pre-commencement Issuer Tender Offer false
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Common Stock Par Value 0. 00001 Per Share [Member]  
Title of 12(b) Security Common Stock
Trading Symbol ACON
Security Exchange Name NASDAQ
Warrants Each Exercisable For One Share Of Common Stock [Member]  
Title of 12(b) Security Common Stock Warrants
Trading Symbol ACONW
Security Exchange Name NASDAQ
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