Aclarion Announces Reverse Stock Split
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The announcement of Aclarion, Inc.'s 1-for-16 reverse stock split is a strategic move aimed at addressing the company's compliance with Nasdaq's Minimum Bid Price Rule. Typically, a reverse stock split is employed by companies to lift the market price of their shares to meet stock exchange listing requirements or to deter the perception of being a penny stock, which can attract a different investor base or improve the stock's marketability.
From a financial perspective, the reverse split will not inherently change the company's market capitalization, but it will reduce the number of shares outstanding, potentially leading to higher earnings per share (EPS) figures due to the reduced share count. However, investors should be aware that such corporate actions do not change the underlying fundamentals of the company and that the market's reception to this news can vary. Additionally, the adjustment of exercise prices and the conversion rates for warrants, stock options and restricted stock units is a standard procedure to maintain the economic terms post-split.
It's important to note that while the reverse stock split aims to increase the per-share price, it does not guarantee improved investor sentiment or financial performance. The long-term impact of such a move will largely depend on the company's operational success and ability to deliver on its business promises.
Reverse stock splits can influence investor perception, as they often signal that a company is facing share price challenges. While Aclarion's goal is to meet Nasdaq's listing standards, the market's response to the reverse stock split will depend on the company's future growth prospects and performance. Investors and analysts typically monitor the post-split share price behavior to gauge market sentiment.
In the healthcare technology sector, where Aclarion operates, maintaining a listing on a major exchange like Nasdaq is crucial for visibility and access to capital. The company's focus on leveraging biomarkers and proprietary augmented intelligence algorithms in the chronic low back pain market is a specialized niche. Successful execution of its business strategy could potentially lead to increased interest from institutional investors and analysts who follow the healthcare technology and biotech sectors closely.
For stakeholders, the key will be to watch for Aclarion's subsequent financial reports and operational updates to assess the effectiveness of the reverse stock split and the company's strategic health. The true measure of success will be the company's ability to capitalize on its market position and technology post-split.
From a legal standpoint, the execution of a reverse stock split involves amending the corporation's Certificate of Incorporation, as Aclarion, Inc. has done with the approval of its stockholders and the Board of Directors' resolution. This process is governed by corporate law in the state of incorporation, Delaware, which is a common domicile for U.S. corporations due to its well-established legal precedents and business-friendly environment.
The legal procedures, including the filing of the amendment and the issuance of a new CUSIP number, are routine but crucial steps to ensure the reverse stock split is recognized legally and operationally within the financial markets. The rounding up of fractional shares to the nearest whole share is also a standard practice that avoids the complexities and costs associated with issuing fractional shares.
For shareholders, the legal implications are minimal but important to understand. The letter of transmittal they will receive is a standard document that facilitates the exchange of old share certificates for new ones reflecting the post-split share count. The legal transparency and protections afforded to shareholders in such transactions are essential for maintaining confidence in the corporate actions of publicly traded companies.
BROOMFIELD, CO, Jan. 02, 2024 (GLOBE NEWSWIRE) -- via NewMediaWire -- Aclarion, Inc. (“Aclarion” or the “Company”) (Nasdaq: ACON, ACONW), a healthcare technology company that is leveraging biomarkers and proprietary augmented intelligence algorithms to help physicians identify the location of chronic low back pain, today announced that effective before market open on Thursday January 4, 2024, it will complete a 1-for-16 reverse stock split of its common stock.
On March 24, 2023, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to affect a reverse stock split with the exact ratio to be set by its Board of Directors. The Board resolved to set the reverse stock split at the ratio of 1-for-16. The Company filed an amendment to its Certificate of Incorporation with the Secretary of State in Delaware effective January 3, 2024, at 5:00 p.m. Eastern Time. As a result, every sixteen (16) issued shares of common stock will automatically be combined into one share of common stock.
The Company believes that affecting the reverse stock split will assist in its efforts to meet the Nasdaq continued listing standards and to continue to have its common stock remain listed and traded on Nasdaq. In particular, the Company expects the reverse stock split to increase the per share price and bid price of its common stock above the
Shares of the Company’s common stock will be assigned a new CUSIP number (655187201) and are expected to begin trading on a split-adjusted basis on Thursday, January 4, 2024.
The reverse stock split will not change the authorized number of shares of the Company’s common stock. No fractional shares will be issued and any fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share. Therefore, stockholders with less than 16 shares will receive one share of stock.
The reverse stock split will apply 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 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.
Once the reverse stock split becomes effective, stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-16 reverse stock split. Existing stockholders holding common stock certificates will receive a letter of transmittal from Aclarion’s transfer agent, Vstock Transfer, with specific instructions regarding the exchange of shares.
The Company expects to have its issued and outstanding common shares decrease from approximately 13.4 million pre-split shares to approximately 840,000 post-split shares outstanding as a result of the reverse stock split.
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. For more information, please visit www.aclarion.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 about the Company's current expectations about future results, performance, prospects and opportunities. Statements that are not historical facts, such as "anticipates," "believes" and "expects" or similar expressions, are forward-looking statements. These forward-looking statements are based on the current plans and expectations of management and are subject to a number of uncertainties and risks that could significantly affect the Company's current plans and expectations, as well as future results of operations and financial condition. These and other risks and uncertainties are discussed more fully in our filings with the Securities and Exchange Commission. Readers are encouraged to review the section titled "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, as well as other disclosures contained in the Prospectus and subsequent filings made with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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
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