EQS-News: Aclarion Announces Pricing of $14.4 Million Public Offering of Common Stock and Warrants

BROOMFIELD, CO - January 15, 2025 (NEWMEDIAWIRE) - Aclarion, Inc. (“Aclarion” or the “Company”) (Nasdaq: ACON, ACONW), a healthcare technology company that is leveraging biomarkers and proprietary augmented intelligence (AI) algorithms to help physicians identify the location of chronic low back pain, today announced the pricing of an underwritten public offering of approximately 144,000,000 shares of common stock (or pre-funded warrants in lieu thereof) with each share of common stock (or pre-funded warrant) accompanied by (i) a series A common warrant to purchase one (1) common share at an exercise price of $0.20 per share and (ii) a series B common warrant to purchase one (1) common share at an exercise price of $0.20 per share. The combined public offering price of each share of common stock together with the accompanying series A and series B common warrants is $0.10, and the combined public offering price of each pre-funded warrant together with the accompanying series A and series B common warrants is $0.09999. The Company also granted the underwriter a 45 day option to purchase up to 21,000,000 additional shares of common stock (or pre-funded warrants), up to 21,000,000 series A common warrants and up to 21,000,000 series B common warrants, to cover over-allotments.  The closing of the public offering is expected to occur on or about January 16, 2025, subject to the satisfaction of customary closing conditions.

Dawson James Securities, Inc. is acting as the sole bookrunning manager for the public offering.

The gross proceeds of the public offering are expected to be approximately $14.4 million before deducting underwriting discounts and commissions and estimated offering expenses payable by Aclarion. Aclarion intends to use the net proceeds from the offering to redeem all outstanding shares of its Series B Preferred Stock at a redemption price per share equal to $1,000 plus all accrued but unpaid dividends on each such share, with the remaining net proceeds to be used to build out the product platforms, expand its sales and marketing efforts, and for general and administration expenses and other general corporate purposes.

This public offering is being made by the Company pursuant to a registration statement on Form S-1 (File No. 333-283724), which was declared effective by the United States Securities and Exchange Commission (“SEC”) on January 14, 2025. The securities may only be offered by means of a prospectus. Copies of the prospectus may be obtained, when available, at the SEC’s website at www.sec.gov or from Dawson James Securities, Inc. Attention: Prospectus Department, 101 North Federal Highway, Suite 600, Boca Raton, FL 33432, investmentbanking@dawsonjames.com or toll free at 866.928.0928.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction.

About Aclarion, Inc.

Aclarion is a healthcare technology company that leverages Magnetic Resonance Spectroscopy (“MRS”), proprietary signal processing techniques, biomarkers, and augmented intelligence algorithms to optimize clinical treatments. The Company is first addressing the chronic low back pain market with Nociscan, the first, evidence-supported, SaaS platform to noninvasively help physicians distinguish between painful and nonpainful discs in the lumbar spine. Through a cloud connection, Nociscan receives magnetic resonance spectroscopy (MRS) data from an MRI machine for each lumbar disc being evaluated. In the cloud, proprietary signal processing techniques extract and quantify chemical biomarkers demonstrated to be associated with disc pain. Biomarker data is entered into proprietary algorithms to indicate if a disc may be a source of pain. When used with other diagnostic tools, Nociscan provides critical insights into the location of a patient’s low back pain, giving physicians clarity to optimize treatment strategies.

Caution Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Words such as "may," "might," "will," "should," "believe," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend" or similar expressions, or statements regarding intent, belief, or current expectations are forward-looking statements and reflect the current beliefs of Aclarion's management. Such forward-looking statements include, without limitation, statements relating to the completion of the offering and the intended use of proceeds. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors that could cause actual results and events to differ materially and adversely from those indicated by such forward-looking statements including, among others: risks and uncertainties related to market conditions and the satisfaction of customary closing conditions related to the offering, and other risks and uncertainties related to the offering, as well as the risks and uncertainties set forth in the "Risk Factors" section and elsewhere in the prospectus supplement related to the offering filed with the SEC and in our other filings with the SEC and available at www.sec.gov, including in our Annual Report on Form 10-K. Any forward-looking statements that we make in this announcement speak only as of the date of this press release, and Aclarion assumes no obligation to update forward-looking statements whether as a result of new information, future events or otherwise after the date of this press release, except as required under applicable law.

Investor Contacts:
Kirin M. Smith
PCG Advisory, Inc.
646.823.8656
ksmith@pcgadvisory.com

Media Contacts:
Jodi Lamberti
SPRIG Consulting
612.812.7477
jodi@sprigconsulting.com