Aclarion Inc
For the period ended Feb 28, 2025. Filed Feb 3, 2025.
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Feb 28, 2025 · Filed Feb 3, 2025
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DEF 14A 1 aclarion_def14a.htm DEFINITIVE PROXY STATEMENT
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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 | ☒ |
|---|---|
| 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 February 28, 2025
Dear Stockholder:
We are pleased to invite you to attend the special meeting of stockholders (the “Special Meeting”) of Aclarion, Inc., which will be held on February 28, 2025 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 approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of common stock, par value $0.00001 per share (the “common stock”) issuable by the Company upon exercise of the Series A Common Warrants and the Series B Common Warrants (as defined in the Proxy Statement) (the “Issuance Proposal” or “Proposal 1”); |
| 2. | To grant discretionary authority to our board of directors to (i) amend Article IV of the Company’s Certificate of Incorporation to increase the number of our authorized shares of common stock from 200,000,000 shares to 300,000,000 shares and (ii) effect such amendment, if at all, within one year of the date the proposal is approved by stockholders (the “Charter Amendment Proposal” or “Proposal 2”); |
| 3. | To adopt and approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by the Company that more time is necessary or appropriate to approve the Issuance Proposal and the Charter Amendment Proposal at the Special Meeting (the “Adjournment Proposal” or “Proposal 3”); and |
| 4. | To transact such other business as may properly come before the Special Meeting. |
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 January 6, 2025 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 Issuance Proposal, “FOR” the Charter Amendment Proposal, and “FOR” the Issuance 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 | |
| February 3, 2025 | /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 February 28, 2025
Explanatory Note: On January 29, 2025, we filed a Certificate of Amendment to our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a reverse stock split of our Common Stock at a ratio of one-for-three hundred thirty-five (1-for-335) (the “2025 Reverse Stock Split”), which was legally effective as of 5:00 pm Eastern Time on January 29, 2025, trading for which began as of 9:30 am Eastern Time on January 30, 2025.
As a result of the 2025 Reverse Stock Split, the Company’s issued and outstanding common shares decreased to 509,083 post-split common shares. In addition, the 2025 Reverse Stock Split applied to the Company's outstanding warrants, stock options and restricted stock units. The number of shares of common stock into which these outstanding securities are convertible or exercisable will be adjusted proportionately as a result of the reverse stock split. The conversion or exercise prices of any outstanding warrants or stock options will also be proportionately adjusted in accordance with the terms of those securities and the Company's equity incentive plans.
Unless otherwise noted, this proxy statement does NOT give effect to such reverse stock split.
The board of directors of Aclarion, Inc. is soliciting your proxy to vote at the Special Meeting of Stockholders (the “Special Meeting”) to be held on February 28, 2025, 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. Unless the context requires otherwise, references to “Aclarion,” “the Company,” “we,” “our,” and “us” in this Proxy Statement refer to Aclarion, Inc.
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 February 3, 2025.
Only stockholders who owned our common stock on January 6, 2025 are entitled to vote at the Special Meeting.
In accordance with the bylaws of the Company (as they may be amended, supplemented or otherwise modified from time to time, the “Bylaws”), the Special Meeting has been called for the following purposes:
| 1. | To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of common stock, par value $0.00001 per share (“common stock”) issuable by the Company upon exercise of the Series A Warrants and the Series B Warrants (as defined below) (the “Issuance Proposal” or “Proposal 1”); |
| 2. | To grant discretionary authority to our board of directors to (i) amend Article IV of the Company’s Certificate of Incorporation to increase the number of our authorized shares of common stock from 200,000,000 shares to 300,000,000 shares and (ii) effect such amendment, if at all, within one year of the date the proposal is approved by stockholders (the “Charter Amendment Proposal” or “Proposal 2”); and |
| 3. | To adopt and approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by the Company that more time is necessary or appropriate to approve the Issuance Proposal and the Charter Amendment Proposal at the Special Meeting (the “Adjournment Proposal” or “Proposal 3”); and |
| 4. | To transact such other business as may properly come before the Special Meeting. |
Stockholders of record at the close of business on January 6, 2025, are entitled to notice of, and to attend and to vote at, the Special Meeting and any postponement or adjournment thereof. We intend to mail this Proxy Statement, together with a proxy card, on or about February 3, 2025, to all stockholders entitled to vote at the Special Meeting.
ACLARION, INC.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.