ACONW Aclarion Inc

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): November 27, 2024 (November 27, 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 1.01 Entry into a Material Definitive Agreement.

 

Background

 

As previously disclosed, on October 9, 2023, Aclarion, Inc. (the “Company”) entered into an equity line (“Equity Line”) common stock purchase agreement (the “Equity Line Purchase Agreement”) and a related registration rights agreement (the “RRA”) with White Lion Capital, LLC, a Nevada limited liability company (“White Lion”). Pursuant to the Equity Line Purchase Agreement, the Company has the right, but not the obligation to require White Lion to purchase, from time to time, up to $10,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), subject to certain limitations and conditions set forth in the Equity Line Purchase Agreement.

 

Through September 30, 2024, the Company has issued shares to White Lion for total proceeds of $3,216,981, leaving approximately $6.8 million of future share sales available under the Equity Line Purchase Agreement.

 

The existing Equity Line Purchase Agreement currently expires on December 31, 2024.

 

Equity Line Amendment

 

On November 27, 2024 the Company entered into an amendment (the “Equity Line Amendment”) to the Company’s existing Equity Line Purchase Agreement.

 

The Equity Line Amendment makes the following changes to the existing Purchase Agreement:

 

	1.	The Equity Line Amendment extends the expiration date of the Equity Line Purchase Agreement from December 31, 2024 to December 31, 2025.
	2.	The Equity Line Amendment adds two additional methods of pricing the shares that may be sold by the Company under the Equity Line Purchase Agreement.
	3.	In consideration for the commitments of White Lion under the Equity Line Purchase Agreement, the Company has issued to White Lion 560,915 shares of Common Stock (the “Commitment Shares”).

 

No other changes to the Equity Line Purchase Agreement have been made.

 

Under the existing Equity Line Purchase Agreement, subject to the terms and conditions of the Equity Line Purchase Agreement, the Company shall notify (such notice, a “Purchase Notice”) White Lion when the Company exercises its right to sell shares (the effective date of such notice, a “Notice Date”). The Purchase Notice may be a Fixed Purchase Notice, a Rapid Purchase Notice or a VWAP Purchase Notice, each as described below.

 

Under the Equity Line Amendment, a Purchase Notice may now also be an Accelerated Purchase Notice or a Pre-Market Purchase Notice, as described below.

 

Under an Accelerated Purchase Notice, the purchase price to be paid by White Lion for any such shares will equal the lowest traded price of the common stock during the 15 minutes period prior to receipt of the applicable Purchase Notice multiplied by 85%; provided, however, if the delivery of the applicable Purchase Notice Shares is not initiated and completed by the Company’s transfer agent by 2:00 pm Pacific Time on the applicable Notice Date, the purchase price shall mean the lowest traded price of the Company’s common stock on the entire Accelerated Purchase Notice Date. Under a Fixed Purchase Notice, the purchase price to be paid by White Lion for any such shares will equal 85% of lowest daily VWAP of the common stock during a period of five consecutive business days prior to, ending on and including the applicable Notice Date. Under a Pre-Market Purchase Notice, the purchase price to be paid by White Lion for any such shares will equal the lowest traded price of the common stock commencing on the Pre-Market Purchase Notice Date, between 12:00 am Pacific Time and ending at 6:30am Pacific Time; provided, however, if the delivery of the applicable Purchase Notice Shares is not initiated and completed by the Company’s transfer agent by 1:00 pm Pacific Time on the applicable Notice Date, the Pre-Market Purchase Price shall mean the lowest traded price of the Company’s common stock on the entire Pre-Market Purchase Notice Date. Under a VWAP Purchase Notice, the purchase price to be paid by White Lion will equal 90% of the VWAP of the common stock during the two consecutive business days commencing on and including the applicable Notice Date. Under a Rapid Purchase Notice, the purchase price to be paid by White Lion will equal 85% of the VWAP of the common stock on the applicable Notice Date, unless notice is provided after 9:00 a.m. New York time on any business day, in which case the purchase price to be paid by White Lion will equal the lowest traded price of the Company’s common stock on the applicable Notice Date.

 

 

 

 

The foregoing description of the existing Equity Line Purchase Agreement is qualified in its entirety by reference to the full text of the existing Equity Line Purchase Agreement, which is attached as Exhibit 10.1 to our October 10, 2023 Current Report on Form 8-K and is incorporated herein by reference.

 

The foregoing description of the Equity Line Amendment is qualified in its entirety by reference to the full text of the Equity Line Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The offer and sale of the Common Stock pursuant to the Equity Line Purchase Agreement have not been registered under the Securities Act or any state securities laws. The Common Stock may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the Common Stock described herein or therein.

 

Item 3.02 Unregistered Sales of Equity Securities

 

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibits are filed with this Form 8-K:

 

Exhibit Number		Description
10.1		Amendment dated as of November 27, 2024 to Common Stock Purchase Agreement, dated as of October 9, 2023, by and between White Lion Capital, LLC and Aclarion, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.
November 27, 2024	By:	/s/ John Lorbiecki
	Name:	John Lorbiecki
	Title:	Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.1

 

AMENDMENT NO. 1

TO

COMMON STOCK PURCHASE AGREEMENT

BETWEEN

ACLARION, INC.

AND

WHITE LION CAPITAL LLC

 

THIS AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), dated November 27, 2024 (the “Amendment Effective Date”), is by and between ACLARION, INC., a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and amends the Common Stock Purchase Agreement by and between the Company and Investor dated October 9, 2023 (the “Agreement”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement. 

 

WHEREAS, in addition to other adjustments, the parties desire to amend the Agreement such that an Accelerated Purchase Notice and Pre-Market Purchase Notice, as hereinafter defined, may be permitted;

 

WHEREAS, in addition to other adjustments, the parties desire to extend the Commitment Period of the Agreement; and

 

NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

 

1. Definitions.

 

Article I to the Agreement is hereby amended as follows as of the Amendment Effective Date:

 

(a)

The following definitions are included and amended, as applicable, in their entirety:

 

“Accelerated Purchase Closing Date” shall have the meaning specified in Section 2.2(i).

 

“Accelerated Purchase Investment Amount” shall mean the applicable Purchase Notice Shares referenced in the Accelerated Purchase Notice multiplied by the Accelerated Purchase Price.

 

“Accelerated Purchase Notice” shall mean the closing of a purchase and sale of shares of Common Stock as described in Section 2.2.

 

“Accelerated Purchase Notice Date” shall have the meaning specified in Section 2.2(j).

 

“Accelerated Purchase Price” shall mean the lowest traded price of Common Stock during the Accelerated Purchase Valuation Period.

 

 

 

 

“Accelerated Valuation Period” shall mean the one (1) hour period following the Investor’s written consent of the acceptance of the applicable Accelerated Purchase Notice by Investor.

 

“Commitment Period” shall mean the period commencing on the Execution Date and ending on the earlier of (i) the date on which the Investor shall have purchased an aggregate number of Purchase Notice Shares pursuant to this Agreement equal to the Commitment Amount or (ii) December 31, 2025.

 

“Pre-Market Purchase Closing Date” shall have the meaning specified in Section 2.2(h).

 

“Pre-Market Purchase Investment Amount” shall mean the applicable Purchase Notice Shares referenced in the Pre-Market Purchase Notice multiplied by the Pre-Market Purchase Price.

 

“Pre-Market Purchase Notice” shall mean the closing of a purchase and sale of shares of Common Stock as described in Section 2.2.

 

“Pre-Market Purchase Notice Date” shall have the meaning specified in Section 2.2(g).

 

“Pre-Market Purchase Price” shall mean the lowest traded price of the Common Stock commencing on the Pre-Market Purchase Notice Date, between 12:00 am Pacific Standard Time and ending at 6:30am Pacific Standard time; provided, however, if the DWAC of the applicable Purchase Notice Shares is not initiated and completed by the Company’s Transfer Agent by 1:00 pm Pacific Standard time on the Pre-Market Purchase Notice Date, the Pre-Market Purchase Price shall mean the lowest traded price of the Company’s Common Stock on the entire Pre-Market Purchase Notice Date.

 

“Purchase Notice” shall mean a written notice from Company, substantially in the form of a Exhibit A attached hereto (a “Rapid Purchase Notice Form”), Exhibit B attached hereto (a “VWAP Purchase Notice Form”), Exhibit C attached hereto (a “Fixed Purchase Notice Form”), Exhibit D attached hereto (a “Pre-Market Purchase Notice Form”), or Exhibit E attached hereto (an “Accelerated Purchase Notice Form”), to the Investor setting forth the Purchase Notice Shares which the Company requires the Investor to purchase pursuant to the terms of this Agreement.

 

2.

Amendment to Article II.

 

Article II of the Agreement is hereby amended by adding Section 2.2(g), Section 2.2(h), Section 2.2(i), and Section 2.2(j), which shall read in its entirety as follows:

 

(g) PRE-MARKET PURCHASE NOTICE. At any time and from time to time during the Commitment Period, except during an OTC Blackout and except as otherwise provided in this Agreement, the Company may deliver a Pre-Market Purchase Notice to Investor, subject to satisfaction of the conditions set forth in Article VII and otherwise provided herein. The Company shall deliver the Purchase Notice Shares as DWAC Shares to the Designated Brokerage Account alongside the delivery of the Pre-Market Purchase Notice. A Pre-Market Purchase Notice shall be deemed delivered on the Business Day (i) a Pre-Market Purchase Notice Form is received by 5:00 a.m. Pacific Standard time by email by the Investor and (ii) the company has instructed their Transfer Agent to DWAC the applicable Purchase Notice Shares to the Investor’s Designated Brokerage Account by 5:00 a.m. Pacific Standard time (the “Pre-Market Purchase Notice Date"). If the Pre-Market Purchase Notice Form is received after 5:00 a.m. Pacific Standard time and the company has not instructed their Transfer Agent to DWAC the applicable Purchase Notice Shares to the Investor’s Designated Brokerage Account by 5:00 a.m. Pacific Standard time, the Pre-Market Purchase Notice shall be voided, unless waived by the Investor. Each party shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective Section 2.2(g) of this Agreement and the transactions contemplated herein.

 

 

 

 

(h) PRE-MARKET PURCHASE CLOSING. The Closing of a Pre-Market Purchase Notice shall occur one (1) Business Day following the Pre-Market Purchase Notice Date (the “Pre-Market Closing Date”); whereby the Investor shall deliver to the Company, by 5:00 p.m. New York time on the Pre-Market Closing Date, the Pre-Market Purchase Investment Amount by wire transfer of immediately available funds to an account designated by the Company. Notwithstanding the forgoing, in the event that the DWAC of the applicable Purchase Notice Shares is not initiated and completed by the Company’s Transfer Agent by 5:00 p.m. New York time on the Pre-Market Closing Date, the Investor may withhold the Pre-Market Purchase Investment Amount from the Company until the completion of the DWAC of the applicable Purchase Notice Shares.

 

(i) ACCELERATED PURCHASE NOTICE. At any time and from time to time during the Commitment Period, except during an OTC Blackout and except as otherwise provided in this Agreement, the Company may deliver an Accelerated Purchase Notice to Investor, subject to the Accelerated Purchase Notice Limit, and satisfaction of all Accelerated Purchase Equity Conditions, the conditions set forth in Article VII and otherwise provided herein. The Company shall deliver the Purchase Notice Shares as DWAC Shares to the Designated Brokerage Account alongside the delivery of the Accelerated Purchase Notice. An Accelerated Purchase Notice shall be deemed delivered on the Business Day (i) an Accelerated Purchase Notice Form is received by 11:00 a.m. Pacific Standard time by email by the Investor and confirmed in writing by the Investor and (ii) the company has instructed their Transfer Agent to DWAC the applicable Purchase Notice Shares to the Investor’s Designated Brokerage Account by 11:00 a.m. Pacific Standard time (the “Accelerated Purchase Notice Date"). If the Accelerated Purchase Notice Form is confirmed by the Investor after 11:00 a.m. Pacific Standard time and the company has not instructed their Transfer Agent to DWAC the applicable Purchase Notice Shares to the Investor’s Designated Brokerage Account by 11:00 a.m. Pacific Standard time, the Accelerated Purchase Notice shall be voided, unless waived by the Investor. Each party shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective Section 2.2(i) of this Agreement and the transactions contemplated herein.

 

(j) ACCELERATED PURCHASE CLOSING. The Closing of an Accelerated Purchase Notice shall occur one (1) Business Day following the Accelerated Purchase Notice Date (the “Accelerated Purchase Closing Date”); whereby the Investor shall deliver to the Company, by 5:00 p.m. New York time on the Accelerated Purchase Closing Date, the Accelerated Purchase Investment Amount by wire transfer of immediately available funds to an account designated by the Company. Notwithstanding the forgoing, in the event that the DWAC of the applicable Purchase Notice Shares is not initiated and completed by the Company’s Transfer Agent by 5:00 p.m. New York time on the Accelerated Purchase Closing Date, the Investor may withhold the Accelerated Purchase Investment Amount from the Company until the completion of the DWAC of the applicable Purchase Notice Shares.

 

3. Representations and Warranties. Each of the Investor and the Company represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary entity action and that the officers executing this Amendment on its behalf were similarly authorized and empowered and that this Amendment does not contravene any provisions of its articles of incorporation, bylaws, certificate of formation, limited liability company agreement or other formation documents, or of any contract or agreement to which it is a party or by which any of its properties are bound.

 

4. Commitment Shares. In consideration for the commitments of White Lion under this Amendment, the Company agrees to issue to White Lion 560,915 shares of Common Stock (the “Commitment Shares”), having a value of $100,000, based upon the Nasdaq Minimum Price of the Company’s Common Stock determined as of November 27, 2024.

 

5.

Miscellaneous.

 

(a) Except as modified by this Amendment, the Agreement continues in full force and effect in accordance with its terms.

 

(b) This Amendment shall be governed by and construed in accordance with the laws of the State of California as set forth in Section 10.1 of the Agreement and the dispute resolution provisions set forth in the Agreement.

 

(c) This Amendment shall become effective as of the date first written above, subject, however, to the approval of this Amendment by the Company’s stockholders to the extent that the terms of this Amendment are required to be approved by stockholders in accordance with applicable Nasdaq listing rules.

 

(d) This Amendment may be executed in any number of counterparts and by electronic transmission (which shall bind the parties hereto), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

 

 

 

 

 

 

** signature page follows **

 

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officer as of the Amendment Effective Date.

 

 

 

	ACLARION, INC.
	By: /s/ John Lorbiecki
	Name: John Lorbiecki
	Title: Chief Financial Officer
	WHITE LION CAPITAL, LLC
	By: /s/ Sam Yaffa
	Name: Sam Yaffa
	Title: Managing Partner

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT D

 

FORM OF PRE-MARKET PURCHASE NOTICE

 

TO: WHITE LION CAPITAL LLC

 

We refer to the Common Stock Purchase Agreement, dated as of October 9, 2023, and amended November 27, 2024, (as amended, the “Agreement”), entered into by and between Aclarion, Inc., and White Lion Capital LLC. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.

 

We hereby:

 

1) Give you notice that we require you to purchase __________ Purchase Notice Shares at the Pre-Market Purchase Price; and

 

2) Certify that, as of the date hereof, the conditions set forth in Section 7 of the Agreement are satisfied.

 

 

	Aclarion, Inc.
	By: ___________________________________________
	Name:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT E

 

FORM OF ACCELERATED PURCHASE NOTICE

 

TO: WHITE LION CAPITAL LLC

 

We refer to the Common Stock Purchase Agreement, dated as of October 9, 2023, and amended November 27, 2024 (as amended, the “Agreement”), entered into by and between Aclarion, Inc., and White Lion Capital LLC. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.

 

We hereby:

 

1) Give you notice that we require you to purchase __________ Purchase Notice Shares at the Accelerated Purchase Price; and

 

2) Certify that, as of the date hereof, the conditions set forth in Section 7 of the Agreement are satisfied.

 

 

 

 

 

	Aclarion, Inc.
	By: ___________________________________________
	Name:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

v3.24.3

Cover	Nov. 27, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 27, 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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
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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