Aclarion Inc
For the period ended Sep 23, 2024. Filed Aug 26, 2024.
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Sep 23, 2024 · Filed Aug 26, 2024
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DEF 14A 1 aclarion_def14a.htm FORM DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| Filed by the Registrant | ☒ |
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| Filed by a party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
(Name of Registrant as Specified In Its Charter)
_____________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11 |
8181 Arista Place, Suite 100
Broomfield, Colorado 80021
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on September 23, 2024
Dear Stockholder:
We are pleased to invite you to attend the special meeting of stockholders (the “Special Meeting”) of Aclarion, Inc. (the “Company”), which will be held on September 23, 2024 at 9:30 a.m. Mountain Time. The Special Meeting will be held at the offices of Aclarion, Inc., 8181 Arista Place, Suite 100, Broomfield, Colorado 80021.
Further details regarding the Special Meeting are included in the accompanying proxy statement. At the Special Meeting, the holders of our outstanding common stock and Series A preferred stock will act on the following matter:
| 1. | To grant discretionary authority to our board of directors to (i) amend our certificate of incorporation to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-five (1-for-5) to a maximum of a one-for-fifty (1-for-50) split, with the exact ratio to be determined by our board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders. |
Stockholders also will transact any other business that may properly come before the Special Meeting or any adjournment or postponement of the Special Meeting.
Our board of directors has fixed August 20, 2024 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting and at any adjournment or postponement of the meeting.
You can find more information on each of the matters to be voted on at the Special Meeting in the accompanying proxy statement. The board of directors recommends a vote “FOR” the reverse stock split proposal.
This Proxy Statement is available at www.aclarion.com.
Your vote is important. Whether or not you are able to attend the Special Meeting in person, it is important that your shares be represented. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the Special Meeting in person, by submitting your proxy via the Internet at the address listed on the proxy card.
| BY ORDER OF THE BOARD OF DIRECTORS | |
| August 26, 2024 | /s/ Brent Ness |
|---|---|
| Brent Ness | |
| Chief Executive Officer |
8181 Arista Place, Suite 100
Broomfield, Colorado 80021
PROXY STATEMENT FOR THE
SPECIAL MEETING OF STOCKHOLDERS
To be held on September 23, 2024
The board of directors of Aclarion, Inc. (“Aclarion” or the “Company”) is soliciting your proxy to vote at the Special Meeting of Stockholders (the “Special Meeting”) to be held on September 23, 2024, at 9:30 a.m. Mountain Time. The Special Meeting will be held at the offices of Aclarion, Inc., 8181 Arista Place, Suite 100, Broomfield, Colorado 80021.
This proxy statement contains information relating to the Special Meeting.
You may only attend the Special Meeting at the Company’s offices in person.
The Notice of Meeting and Proxy Statement are being mailed to our stockholders of record entitled to vote at the Special Meeting on or about August 26, 2024.
Only stockholders who owned our common stock on August 20, 2024 are entitled to vote at the Special Meeting.
ACLARION, INC.
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT AND VOTING | 1 |
| PROPOSAL NO. 1: REVERSE STOCK SPLIT | 6 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 12 |
| OTHER MATTERS | 13 |
| HOUSEHOLDING | 13 |
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