Aclarion (NASDAQ: ACON) closes registered direct stock and pre-funded warrant sale

Rhea-AI Filing Summary

Aclarion, Inc. reported that it has closed a previously disclosed registered direct offering of its common stock and pre-funded warrants. Under a Securities Purchase Agreement dated January 8, 2026, the company agreed to sell 200,000 shares of common stock at a price of $5.18 per share, or pre-funded warrants in lieu of shares, and pre-funded warrants to purchase up to 1,800,000 additional shares of common stock. The company stated in a January 13, 2026 press release that this offering closed on January 9, 2026.

Insights

Capital markets analyst

Aclarion closed a direct equity and pre-funded warrant sale.

Aclarion completed a registered direct transaction involving 200,000 common shares priced at $5.18 per share and pre-funded warrants for up to 1,800,000 additional common shares. This structure allows immediate issuance of some equity while reserving a larger amount through pre-funded warrants, which typically require only a small remaining exercise price.

The disclosure does not specify total proceeds or use of funds in this excerpt, so the financial impact depends on terms described in the underlying purchase agreement and press release. Future filings that detail proceeds and how they are deployed will shape how this transaction affects Aclarion’s balance sheet and capital structure.

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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): January 9, 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

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 7.01 Regulation FD Disclosure.

As previously disclosed, on January 8, 2026, Aclarion, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers named therein. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell, in a registered direct offering (the “Offering”), an aggregate of (i) 200,000 shares (the “Shares”) of its common stock, par value $0.00001 per share (“Common Stock”), at a price per share of $5.18 (or pre-funded warrant in lieu thereof); and (ii) pre-funded warrants (the “Pre-funded Warrants”) to purchase up to 1,800,000 shares of Common Stock.

On January 13, 2026, the Company issued a press release announcing that the Offering had closed on January 9, 2026. The press release, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference.

The information contained in this Current Report on Form 8-K under Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in this Current Report on Form 8-K under Item 7.01, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or any filing under the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed or furnished, as applicable, with this Current Report on Form 8-K:

Exhibit Number		Description
99.1*		Press Release dated January 13, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Furnished herewith.

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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.
January 13, 2026	By:	/s/ Gregory A. Gould
	Name:	Gregory A. Gould
	Title:	Chief Financial Officer

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FAQ

What equity offering did Aclarion (ACON) disclose in this 8-K?

Aclarion disclosed a registered direct offering involving 200,000 shares of common stock and pre-funded warrants to purchase up to 1,800,000 shares of common stock.

At what price did Aclarion (ACON) sell the common stock in the offering?

Aclarion agreed to sell 200,000 common shares at a price of $5.18 per share, or a pre-funded warrant in lieu of each share.

How many shares are covered by Aclarion’s pre-funded warrants in this transaction?

The pre-funded warrants issued under the Securities Purchase Agreement are exercisable for up to 1,800,000 shares of Aclarion common stock.

When did Aclarion state that the registered direct offering closed?

Aclarion stated in a press release that the offering had closed on January 9, 2026.

What is the purpose of Aclarion’s Item 7.01 disclosure in this 8-K?

Item 7.01 furnishes information about Aclarion’s press release announcing the closing of the offering and clarifies that this information is furnished, not filed, under the Exchange Act.

Which exhibit in the 8-K contains Aclarion’s press release about the offering?

The press release announcing the closing of the offering is included as Exhibit 99.1 to the report.