Aclarion, Inc. 8-K

What Happened

• Aclarion, Inc. (ACON) filed an 8-K on January 9, 2026 disclosing that on January 8, 2026 it entered a Securities Purchase Agreement for a registered direct offering expected to close on or about January 9, 2026.
• The Offering consists of (i) 200,000 shares of common stock at $5.18 per share (or pre-funded warrants in lieu) and (ii) pre-funded warrants to purchase up to 1,800,000 shares of common stock. Aggregate gross proceeds to the company are expected to be approximately $10.36 million, before placement agent fees and offering expenses.

Key Details

• Purchase Agreement date: January 8, 2026; expected close: on or about January 9, 2026 (subject to customary conditions).
• Pre-funded warrants: immediately exercisable; exercise price $0.00001; may be exercised until fully exercised.
• Ownership limits: holders cannot exercise if doing so would cause beneficial ownership to exceed 4.99% (or 9.99% if elected with at least 61 days’ prior notice).
• Placement agent: Dawson James Securities, Inc.; fee = 6.0% of gross proceeds plus reimbursement of certain expenses.
• Use of proceeds: fund market development and clinical evidence (including The Clarity Trial), product development and quality, general & administrative support, and other corporate purposes.
• Offering made under effective Form S-3 Registration Statement No. 333-286761 (declared effective May 5, 2025); prospectus supplement filed January 9, 2026.

Why It Matters

• The offering is intended to provide Aclarion with cash to advance clinical work (The Clarity Trial), product development and general operations.
• The issuance of shares and potentially exercisable pre-funded warrants will increase the number of outstanding shares and can be dilutive to existing shareholders as warrants are exercised.
• Net proceeds will be reduced by a 6.0% placement agent fee and offering expenses; closing is subject to customary conditions and is not guaranteed.