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):
May 30, 2023 (
(Exact name of registrant as specified in its charter)
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Background
As previously reported in a Form 12b-25 Notification of Late Filing filed by Aclarion, Inc. (the “Company”) on May 16, 2023, the Company has been delayed in filing with the Securities and Exchange Commission (the “SEC”) its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Form 10-Q”).
As previously disclosed, the Company has been in the process of restating certain financial information contained in its previously filed Form 10-K for the year ended December 31, 2022. The Company expects to file an Amendment No. 1 to its 2022 Annual Report on Form 10-K containing the restated financial information very shortly. The restatement of the Company's financial statements for the fiscal year ended December 31, 2022 does not have any impact on the Company’s cash position, cash flow, revenues or liquidity for the 2022 fiscal year.
Once such amendment has been filed, the Company anticipates it will be able to file the Form 10-Q shortly thereafter.
Nasdaq Notice Regarding Late Filing of 10-Q Report
On May 23, 2023, the Company received a notice from Nasdaq notifying the Company that because the Company remains delinquent in filing its Form 10-Q, the Company no longer complies with Nasdaq Listing Rule 5250(c)(1), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the SEC.
The notice received from Nasdaq has no immediate effect on the listing or trading of the Company’s securities on Nasdaq. However, if the Company would fail to timely regain compliance with Rule 5250(c)(1), the Company’s securities would be subject to delisting from Nasdaq.
Under the Nasdaq rules, the Company has until July 22,2023 (60 days after Nasdaq’s notice) to submit a plan to regain compliance with the Rule 5250(c)(1).
The Company expects that the Form 10-Q will be filed well in advance of such July 22, 2023 date. The Company believes that it will regain compliance with Rule 5250(c)(1) once the Form 10-Q is filed with the SEC.
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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. | ||
| By: | /s/ John Lorbiecki | |
| Name: | John Lorbiecki | |
| Title: | Chief Financial Officer | |
May 30, 2023
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