8-K: Aclarion Appoints Greg Gould as New CFO

Aclarion, Inc. announced the appointment of seasoned finance executive Gregory A. Gould as its new Chief Financial Officer, effective September 1, 2025.

Summary

• Aclarion, Inc. appointed Gregory A. Gould as its new Chief Financial Officer, effective September 1, 2025.
• Mr. Gould, 59, brings over two decades of CFO experience in biopharmaceutical and national wellness sectors, including publicly traded and privately held companies.
• He succeeds John Lorbiecki, who announced his retirement on June 16, 2025, and will remain in a non-CFO role until October 1, 2025, for transition.
• Mr. Gould's compensation includes an annual base salary of $262,500, an annual bonus eligibility of up to 50% of his base salary, and an inducement stock option for 17,000 shares of common stock at an exercise price of $7.15 per share.
• The stock options vest 25% on the first anniversary and the remaining 75% in equal monthly installments over the subsequent three years, with accelerated vesting upon certain termination events following a change in control.
• Severance provisions include 12 months of base salary and 9 months of COBRA health insurance reimbursement if terminated without cause or for good reason.

Sentiment

Score: 7

Explanation: The appointment of a highly experienced CFO with a strong track record in capital markets and scaling operations is a positive development for Aclarion, indicating a focus on growth and financial stability. The only notable negative is a past company's bankruptcy after his departure, which is a minor concern given his extensive overall experience and the time elapsed.

Positives

• Appointment of a highly experienced CFO, Gregory A. Gould, with over two decades in finance leadership, including public company experience.
• Mr. Gould has a proven track record of raising over $450 million in public company debt and equity, leading over ten acquisitions, and guiding three organizations through Nasdaq uplistings.
• His expertise in building and streamlining accounting, finance, and administrative functions is expected to drive growth and value creation for Aclarion.
• The company's CEO, Brent Ness, expressed confidence that Mr. Gould's expertise will be invaluable in making Nociscan more widely available.
• Mr. Gould's appointment is seen as a strategic move at a "pivotal time" for Aclarion's growth, aiming to scale the business and improve care for chronic low back pain patients.

Negatives

• A previous company where Mr. Gould served as CFO and Chief Administrative Officer, NewAge, Inc., filed for Chapter 11 bankruptcy on August 30, 2022, after his departure in July 2021.

Risks

• The company's Annual Report on Form 10-K for the year ended December 31, 2024, contains a section titled "Risk Factors" which readers are encouraged to review.
• Forward-looking statements are subject to uncertainties and risks that could significantly affect current plans, expectations, and future results of operations and financial condition.
• The employment agreement includes non-competition and non-solicitation provisions for 12 months post-termination, which could limit Mr. Gould's future employment options if he were to leave the company.
• The company's ability to retain key personnel, including the new CFO, is crucial, and the at-will nature of employment means either party can terminate at any time.

Future Outlook

The company aims to leverage Mr. Gould's experience to drive growth, capital strategies, and financial leadership to make its Nociscan solution more widely available to physicians and patients suffering from chronic low back pain. Mr. Gould expressed excitement about building on the company's recent momentum and scaling the business for long-term value creation.

Management Comments

• "We are thrilled to welcome Greg to our leadership team. His deep expertise in driving growth, capital strategies and financial leadership at publicly-traded companies will be invaluable as we execute on our vision of making Nociscan more widely available to physicians and patients with chronic low back pain." Brent Ness, CEO of Aclarion.
• "We thank John for his leadership and instrumental role in establishing the strong financial foundation for the company which has positioned us well for long-term success." Brent Ness, CEO of Aclarion.
• "I'm excited to join Aclarion at such a pivotal time in its growth. The chance to build on the Company's recent momentum and help scale the business is incredibly compelling. Aclarion's innovative technology and vision to improve care for millions of patients suffering from chronic low back pain, provides a powerful foundation for long-term value creation. I look forward to working closely with Brent and the entire Aclarion team, and leveraging my experience in capital markets, strategic transactions and operational excellence to help achieve this vision." Gregory A. Gould, CFO of Aclarion.

Industry Context

Aclarion operates in the HealthTech sector, specifically addressing chronic low back pain with its Nociscan SaaS platform. The appointment of a CFO with extensive experience in biopharmaceutical and wellness sectors, and a strong background in public company finance, aligns with the industry trend of health technology companies seeking seasoned leadership to navigate growth, capital markets, and regulatory compliance as they scale their innovative solutions. The focus on "scaling operations" and "making Nociscan more widely available" suggests a move towards broader market penetration, a common strategic objective for companies with promising medical technologies.

Comparison to Industry Standards

• Mr. Gould's background with multiple public and private healthcare/biopharma companies (e.g., Charlottes Web, Aytu BioPharma, Ampio Pharmaceuticals) is consistent with the profile of a CFO sought by a growing HealthTech company like Aclarion.
• His reported achievements, such as raising over $450 million in public company debt and equity and guiding three organizations through Nasdaq uplistings, demonstrate a level of capital markets expertise that is highly valued in the competitive biotech and healthtech industries, where access to capital is critical for R&D and commercialization.
• The base salary of $262,500 and potential bonus of up to 50% of base salary, along with a significant inducement stock option grant (17,000 shares), appear to be competitive compensation for a CFO with over two decades of experience in a Nasdaq-listed emerging growth company in the health technology space.
• The "double trigger" vesting acceleration for stock options (change in control plus termination without cause/for good reason) is a common corporate governance practice designed to align executive incentives with shareholder interests during M&A events.

Management Changes

Corporate Governance

Legal Proceedings

• The employment agreement includes an indemnification clause for the CFO against legal proceedings, except those initiated by the executive or company against each other, or for gross negligence/intentional misconduct. This is a standard protective measure for officers.

Stakeholder Impact

• Shareholders: The appointment of an experienced CFO with a strong track record in capital markets and scaling operations could be viewed positively, potentially leading to improved financial management, strategic growth, and increased shareholder value. The past bankruptcy of a company where Mr. Gould previously served as CFO might raise minor concerns, but his overall experience is extensive.
• Employees: The transition of the CFO role is managed with an overlap period, ensuring continuity. The new CFO's focus on scaling the business could lead to new opportunities or changes within the finance and administrative departments.
• Customers/Patients: The company's stated vision to make Nociscan "more widely available" implies a positive impact for patients suffering from chronic low back pain, as the technology aims to improve care.
• Management: The CEO expressed confidence in the new CFO, indicating a strong working relationship and alignment on strategic goals.

Next Steps

• John Lorbiecki will remain with the company in a non-CFO role through October 1, 2025, to transition CFO duties.
• The Company Board or compensation committee will annually review Mr. Gould's base salary and determine changes.
• The Company Board will continue to evaluate Mr. Gould's equity position for additional future grants.
• Aclarion plans to execute on its vision of making Nociscan more widely available to physicians and patients.

Key Dates

Recommendation

The appointment of a highly experienced CFO with a strong track record in capital raising and scaling operations is a positive development for Aclarion, suggesting a strategic focus on growth and financial strength. However, the company's core business, Nociscan, is still in the process of wider market adoption, and the filing does not provide new financial performance data. While the new CFO's expertise is valuable for future growth and capital strategies, the immediate impact on the company's financial results or market position is not yet quantifiable. The past bankruptcy of a company where the new CFO previously served, while not directly attributable to him, warrants a cautious approach. Therefore, a 'hold' recommendation is appropriate, awaiting further operational and financial updates to assess the tangible impact of this executive change.

Keywords

Aclarion, ACON, CFO Appointment, Gregory A. Gould, Chief Financial Officer, Executive Change, Corporate Governance, Nasdaq, HealthTech, Nociscan, Chronic Low Back Pain, Biopharmaceutical, Financial Leadership, Capital Markets