Aclarion, Inc. Enters into Underwriting Agreement with Dawson James Securities, Inc.

Aclarion, Inc. (NASDAQ:ACON), a Delaware corporation, recently announced the signing of an underwriting agreement with Dawson James Securities, Inc. The agreement, dated January 15, 2025, involves an offering (the “Offering”) of various securities, including common stock, warrants, and pre-funded warrants.

The Offering comprises 100,000 shares of common stock (Shares), 143,900,000 pre-funded warrants (Pre-Funded Warrants) representing up to 143,900,000 shares of common stock, 144,000,000 Series A Common Warrants, and 144,000,000 Series B Common Warrants. Each share or pre-funded warrant sold includes one Series A Common Warrant and one Series B Common Warrant. The public offering price for each share and accompanying common warrants was $0.10.

Moreover, Aclarion, Inc. granted the underwriter an option to purchase up to an additional 21,000,000 shares of common stock (or pre-funded warrants), along with additional common warrants, within 45 days from January 15, 2025. The underwriter exercised its option to acquire 21,000,000 Series A Common Warrants and 21,000,000 Series B Common Warrants.

The pre-funded warrants have an exercise price of $0.00001 per share and are immediately exercisable until fully exercised. The Series A Common Warrants have an exercise price of $0.20 per share, becoming exercisable upon receiving stockholder approval, whereas Series B Common Warrants will also have an exercise price of $0.20 per share and become exercisable concurrently.

The net proceeds from the Offering, after deducting fees and expenses, totaled approximately $13.3 million. The potential additional gross proceeds from the common warrants, if fully exercised, could amount to around $81.1 million. Aclarion, Inc. plans to use the funds, together with existing cash, for various purposes, including redeeming outstanding shares of Series B Preferred Stock, expanding product platforms, boosting sales and marketing endeavors, and covering general corporate expenses.

In connection with the Offering, Aclarion, Inc.’s directors and officers have entered into lock-up agreements, restricting the sale or transfer of common stock for 90 days following the Offering’s closing. Additionally, until 45 days after stockholder approval, the company agreed not to issue or announce any issuance of common stock or equivalents.

The Offering, which closed on January 16, 2025, was managed by Dawson James Securities, Inc. The company registered the securities on Form S-1, which was declared effective by the SEC on January 14, 2025.

The complete details of the underwriting agreement, lock-up agreement, warrants, and registration statements are available in the relevant exhibits filed with the Securities and Exchange Commission.

After announcing these significant developments, Aclarion, Inc. aims to advance its corporate objectives and strategic initiatives moving forward.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Aclarion’s 8K filing here.

Aclarion Company Profile

Aclarion, Inc, a healthcare technology company, leverages for Magnetic Resonance Spectroscopy (MRS) in the United States. It develops NOCISCAN Post-Processor suite of software applications comprising NOCICALC that receives the raw un-processed NOCISCAN MRS exam data and post-processes that raw data into final spectra and performs various degenerative pain biomarker; and NOCIGRAM, a clinical decision support software.