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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported): April 21,
2026
Aclarion,
Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
001-41358 |
47-3324725 |
| (State or other jurisdiction |
(Commission |
(IRS Employer |
| of incorporation) |
File Number) |
Identification No.) |
| 8181 Arista Place, Suite 100 |
|
| Broomfield, Colorado |
80021 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (833) 275-2266
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading
Symbol(s) |
Name of each exchange on which registered |
| Common Stock |
ACON |
Nasdaq Stock Market |
| Common
Stock Warrants |
ACONW |
Nasdaq Stock Market |
| Series D Junior Participating Preferred Purchase Rights |
N/A |
Nasdaq Stock Market |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
On April 21, 2026, the board of directors
of Aclarion, Inc. (the “Company”) authorized and approved a share repurchase program. Under the share repurchase program,
the Company may repurchase up to $2.5 million in value of the Company’s outstanding shares of common stock from time to time over
the next 12 months. The Company may buy back its common stock from time to time, in amounts, at prices, and at such times as the Company
deems appropriate, subject to market conditions, pursuant to Rule 10b-18 of the Securities Exchange Act of 1934, as amended, and federal
and state laws governing such transactions, through a variety of methods, which may include open market purchases, privately negotiated
transactions, block trades, accelerated share repurchase transactions, purchases through 10b5-1 trading plans, or by any combination of
such methods. The share repurchase program does not oblige the Company to acquire any specific number of shares and may be modified, discontinued,
or suspended at any time.
On April 22, 2026, the Company issued a press
release announcing the authorization of the share repurchase program. A copy of the press release is attached to this Current Report on
Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| |
|
|
|
| (d) |
Exhibits |
|
|
| |
Exhibit
Number |
|
Description |
| |
|
|
|
| |
99.1 |
|
Press Release, dated April 22, 2026 |
| |
|
|
|
| |
104 |
|
Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
ACLARION, INC. |
| |
|
|
| April 22, 2026
|
By: |
/s/ Gregory A. Gould |
| |
Name: |
Gregory A. Gould |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Aclarion Announces
$2.5 Million Stock Repurchase Plan
Highlights Disciplined
Capital Allocation While Supporting Continued Nociscan® Adoption
Broomfield, CO, April 22, 2026 – Aclarion,
Inc., (“Aclarion” or the “Company”) (Nasdaq: ACON, ACONW), a commercial-stage healthcare
technology company leveraging biomarkers and proprietary augmented intelligence (AI) algorithms through its Nociscan platform to help
physicians identify the location of chronic low back pain and support improved treatment success rates, today announced that its Board
of Directors has authorized a share repurchase program of up to $2.5 million of the Company’s outstanding common stock.
Aclarion expects to execute the repurchase program over the next 12
months. The timing, volume, and nature of repurchases will be determined by the Company based on factors including market conditions,
share price, liquidity, and operational and strategic priorities. The program does not obligate the Company to acquire any specific number
of shares, and may be suspended, modified, or discontinued at any time.
The Company intends to fund the repurchase program using existing cash
and cash equivalents.
“This authorization underscores our commitment to disciplined
capital allocation and our belief that Aclarion’s current valuation does not fully reflect the strength of our platform and long-term
growth opportunity,” said Brent Ness, Chief Executive Officer of Aclarion. “We believe our shares represent a compelling value
at current levels, and we view this program as a flexible and opportunistic tool to enhance shareholder value while continuing to invest
in the clinical adoption and expansion of Nociscan.”
As of March 31, 2026, the Company had cash and cash equivalents of
approximately $19.0 million, which management believes provides sufficient runway to support operations through key upcoming milestones,
including the initial milestone of the CLARITY randomized trial.
Greg Gould, Chief Financial Officer of Aclarion, added, “We are
focused on balancing investment in growth with prudent capital management. Given our current capital position and expected operating needs,
we believe a share repurchase program is an efficient and disciplined way to deploy capital while maintaining the financial flexibility
necessary to execute on our strategic priorities.”
Repurchases under the program may be made from time to time, in amounts,
at prices, and at such times as the Company deems appropriate, subject to market conditions and other considerations, in compliance with
applicable federal and state securities laws, including Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended.
Repurchases may be executed through a variety of methods, including open market purchases, privately negotiated transactions, block trades,
accelerated share repurchase transactions, or pursuant to Rule 10b5-1 trading plans, which may permit the Company to repurchase shares
during periods when it would otherwise be restricted from doing so.
For more News from Aclarion, please visit: Latest
News
To find a Nociscan center, view our site map here.
For more information on Nociscan, please email: info@aclarion.com
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. Forward-looking statements in this release include, among others, statements
regarding the expectation to execute the repurchase program over the next 12 months, that the Company intends to fund the repurchase program
using existing cash and cash equivalents, management’s belief that the $19.0 million at March 31, 2026 provides sufficient runway
to support operations through key upcoming milestones, including the initial milestone of the CLARITY randomized trial, and the potential
benefits of our Nociscan technology. 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, 2025, 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.
ksmith@pcgadvisory.com
Media Contacts:
Jennie Kim
SPRIG Consulting
jennie@sprigconsulting.com
