S-1/A: Aclarion Inc. Announces Unit Offering to Raise $7 Million

Aclarion Inc. plans to offer units consisting of common stock or pre-funded warrants and common warrants to raise approximately $7 million in a best-efforts offering.

Summary

• Aclarion Inc. is offering up to 2,941,176 units, each consisting of one share of common stock and one warrant to purchase one share of common stock, or pre-funded warrants in lieu of common stock for certain purchasers.
• The offering is on a best-efforts basis, aiming to raise approximately $7.0 million.
• Each common warrant will have an exercise price of $[***] per share and will expire five years from the issuance date.
• Pre-funded warrants are offered to purchasers who would exceed a 4.99% beneficial ownership limit, with an exercise price of $0.00001 per share.
• The company has engaged Maxim Group LLC as the exclusive placement agent.
• The offering is expected to close within two business days following commencement.
• The company intends to use the net proceeds to build out product platforms, expand sales and marketing efforts, and for general corporate purposes.
• The company's common stock is listed on the Nasdaq Capital Market under the symbol ACON.
• The company's IPO Warrants are quoted on the Nasdaq Capital Market under the symbol ACONW.
• The company is an emerging growth company and a smaller reporting company, which allows for reduced public company reporting requirements.
• The company's name was changed from Nocimed, Inc., to Aclarion, Inc. on December 3, 2021.
• The company's financial statements included in this prospectus and beginning on page F-1 have not been restated to reflect the reverse stock split.

Sentiment

Score: 6

Explanation: The document is primarily factual, outlining the terms of the offering. While it mentions potential benefits of the company's technology, it also acknowledges risks and uncertainties, resulting in a neutral sentiment score.

Positives

• The company has engaged Maxim Group LLC as the exclusive placement agent.
• The company's common stock trades on the Nasdaq under the symbol ACON.
• The company's IPO Warrants trade on the Nasdaq under the symbol ACONW.

Risks

• The offering is on a best-efforts basis, so there is no guarantee that the offering will be consummated or that any particular amount of proceeds will be raised.
• The company is an emerging growth company and a smaller reporting company, which allows for reduced public company reporting requirements, potentially making the stock less attractive to some investors.
• The company is not currently in compliance with the minimum bid price rule or the minimum stockholders equity rule of the Nasdaq Capital Market and a delisting could limit the liquidity of our stock, increase its volatility and hinder our ability to raise capital.
• The company has a history of net losses, and expects to continue to incur losses for the foreseeable future.
• The auditors of the company's financial statements have previously expressed substantial doubt about the company's ability to continue as a going concern, which may hinder the company's ability to obtain further financing.

Future Outlook

The company intends to use the net proceeds from this offering, together with its existing cash, to build out the product platforms, expand its sales and marketing efforts, and for general and administration expenses and other general corporate purposes.

Industry Context

The document highlights Aclarion's focus on the low back and neck pain market, which is a significant area of healthcare spending. The company's technology aims to improve diagnostic accuracy and treatment outcomes in this market.

Comparison to Industry Standards

• The document mentions the current primary diagnostic standard is the MRI, which is useful for showing abnormal structures and tissue dehydration, but, the company believes, cannot reliably identify specific discs that are causing pain.
• To diagnose specific discs that are causing pain, a needle-based Provocation Discogram test (PD Test) has been developed.
• PD Tests have been shown to be highly accurate when performed properly.
• However, a PD Test is invasive, subjective and unpleasant for the patient as the patient needs to be awake in order to tell the physician if the pain the physician is purposefully causing in the disc is the same as the pain the patient feels when they are experiencing a back pain episode.
• In addition, recent evidence has shown that the action of inserting a needle into a normal disc during a discogram procedure leads to an increased rate of degeneration in these previously normal discs.

Stakeholder Impact

• Shareholders may experience dilution as a result of the offering.
• The company's ability to execute its business plan will be affected by the success of the offering.
• The company's employees will be impacted by the company's ability to fund operations and expand the business.

Next Steps

• The company will work with Maxim Group LLC to solicit offers to purchase the securities.
• The company will file the final prospectus with the SEC.
• The company will deliver the securities to the investors upon receipt of investor funds.
• The company will use the net proceeds to build out product platforms, expand sales and marketing efforts, and for general corporate purposes.

Key Dates

Keywords

common stock, warrants, offering, pre-funded warrants, aclarion, securities, units