Aclarion, Inc.
For the period ended Jul 7, 2025. Filed May 13, 2025.
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Jul 7, 2025 · Filed May 13, 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 INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §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) and 0-11 |
8181 ARISTA PLACE, SUITE 100
BROOMFIELD, COLORADO 80021
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
To be Held July 7, 2025
Notice is hereby given that the 2025 Annual Meeting of Stockholders, or the Annual Meeting, of Aclarion, Inc., will be held on July 7, 2025 at 9:30 a.m. Mountain Time. The Annual Meeting will be held at the offices of Aclarion, Inc., 8181 Arista Place, Suite 100, Broomfield, Colorado 80021.
The purpose of the Annual Meeting is the following:
| 1. | To elect seven director nominees to our board of directors, to serve until the Company’s 2026 annual meeting of stockholders and until their successors have been duly elected and qualified, or until their earlier death, resignation or removal (the “Director Proposal” or “Proposal No. 1”); |
| 2. | To ratify the appointment of Haynie & Company as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Auditor Proposal” or “Proposal No. 2”); |
| 3. | 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-four hundred (1-for-400) 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 (the “Reverse Stock Split Proposal” or “Proposal No. 3”); and |
| 4. | To approve an amendment to the Company’s 2022 Equity Incentive Plan (“2022 Plan”) (the “Equity Plan Proposal” or “Proposal No. 4”); and |
| 5. | To transact any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting. |
Only Aclarion, Inc. stockholders of record at the close of business on May 9, 2025, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting.
You can find more information on each of the matters to be voted on at the Annual Meeting, including information regarding the nominees for election to our board of directors, in the accompanying proxy statement. The board of directors recommends a vote “FOR” the election of the seven director nominees, “FOR” the ratification of the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2025, “FOR” the Reverse Stock Split Proposal, and “FOR” the Equity Plan Proposal, as disclosed in the accompanying proxy statement.
In accordance with rules adopted by the Securities and Exchange Commission, we are pleased to furnish these proxy materials to stockholders primarily over the Internet, rather than in paper form. We believe these rules allow us to provide our stockholders with expedited and convenient access to the information they need, while helping to conserve natural resources and lower the costs of printing and delivering proxy materials.
This Proxy Statement and our 2024 Annual Report are available at http://ts.vstocktransfer.com/irhlogin/ACLARION. Those materials may also be found at www.aclarion.com.
Your vote is important. Whether or not you are able to attend the Annual 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 Annual Meeting in person, by submitting your proxy via the Internet at the address listed on the proxy card.
If you received notice of how to access the proxy materials over the Internet, a proxy card was not sent to you, but you may vote by telephone or online. If you received a proxy card and other proxy materials by mail, you may vote by mailing a completed proxy card, by telephone or online. For specific voting instructions, please refer to the information provided in the following Proxy Statement, together with your proxy card or the voting instructions you receive by e-mail or that are provided via the Internet.
By order of the Board of Directors,
/s/ Brent Ness
Brent Ness
Chief Executive Officer
Broomfield, Colorado
May 12, 2025
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on July 7, 2025 — The Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available at http://ts.vstocktransfer.com/irhlogin/ACLARION. Those materials may also be found at www.aclarion.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.