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): August 14, 2023 (
(Exact name of registrant as specified in its charter)
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Item 1.01 Entry into a Material Definitive Agreement.
Background
As previously disclosed, on May 16, 2023, Aclarion, Inc. (the “Company”, “we” and “us”) entered into a securities purchase agreement with accredited investors for an unsecured non-convertible note financing. The Company has received $1,250,000 of gross proceeds in connection with the first tranche closing of this financing.
Pursuant to the securities purchase agreement, the Company has the option, subject to certain conditions, to close on a second tranche of this financing. If the second tranche is closed, the Company would receive an additional $750,000 of gross proceeds in connection with the second tranche closing of this financing. The option for the second tranche is exercisable by the Company at any time until the earlier of (x) the date no first tranche notes remain outstanding and (y) the six month anniversary of the first tranche closing date.
Amended Terms of the Notes
On August 14, 2023, the Company and the note holders agreed to waive monthly interest payments on the first tranche notes and the second tranche notes (if issued in the future).
The foregoing description of the amendment to the terms of the notes is a summary and is qualified in its entirety by reference to the waiver attached hereto as Exhibit 10.1, which document is incorporated herein by reference.
Item 3.03. Material Modifications to Rights of Security Holders.
The disclosure set forth under Item 1.01 is incorporated herein by reference into this Item 3.03 in its entirety.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit Number |
Description | |
| 10.1 | Waiver dated August 14, 2023 between the Company and the holders of the Company’s Unsecured Non-Convertible Notes | |
| 104 | Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101). |
| 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 14, 2023 | By: | /s/ John Lorbiecki |
| Name: | John Lorbiecki | |
| Title: | Chief Financial Officer | |
| 3 |