[8-K] Aclarion, Inc. Warrant Reports Material Event

Rhea-AI Filing Summary

Aclarion, Inc. (Nasdaq: ACON) filed an 8-K (Item 5.02) disclosing that Chief Financial Officer John Lorbiecki notified the company on 16 June 2025 of his intention to retire.

The board has initiated an external search and expects to name a new CFO before the end of Q3 2025. Lorbiecki, who has served since October 2021 and guided the April 2022 IPO, will remain in his post for “the next several months” to manage an orderly transition and to sign the upcoming Form 10-Q, which the company plans to file on or before the 14 August 2025 deadline.

The filing states that Lorbiecki’s decision is purely personal (retirement) and "did not result from any disagreement" regarding internal controls, financial statements, audit matters, or related procedures, limiting potential governance red flags.

No financial metrics, business updates, or other material events were reported in this filing.

Positive

• Orderly transition plan: Outgoing CFO will stay on to mentor successor and oversee key filings, reducing operational disruption.
• No accounting disagreements: Filing explicitly states retirement is not related to internal controls or audit matters, easing governance concerns.

Negative

• Leadership uncertainty: Departure of a seasoned CFO creates a temporary gap that may affect investor confidence until a replacement is named.
• Timing risk: Target to appoint a new CFO by Q3 2025 leaves up to three months without a permanent finance chief.

Insights

Corporate Governance Expert

TL;DR: Orderly CFO retirement with no control issues; short-term leadership gap remains until successor found.

The 8-K frames Lorbiecki’s departure as routine retirement, explicitly denying disagreements over controls or reporting. That language is important because Item 5.02 departures sometimes signal accounting concerns. Continued service during the transition should help preserve process continuity, especially around the upcoming 10-Q. Nevertheless, investors face a temporary leadership void in the finance function. If the search extends or the replacement lacks public-company experience, execution risk—particularly capital-raising and compliance—could rise. Given the orderly handover and absence of negative audit commentary, I view the governance impact as neutral.

Sell-Side Financial Analyst

TL;DR: Limited financial impact; headline risk mild until new CFO appointed.

From a valuation standpoint, the disclosure is non-financial. There are no revisions to guidance, margins, or liquidity. However, the CFO often shapes investor communications and capital strategy; uncertainty can widen the risk premium for small-cap issuers like Aclarion. The company’s commitment to appoint a successor by Q3 2025 sets an acceptable timeline, but failure to meet it could weigh on sentiment. For now, I assign a neutral impact, watching replacement quality and timing.

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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): June 20, 2025 (June 16, 2025)

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:

	Trading
Title of each class	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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On June 16, 2025, John Lorbiecki notified Aclarion, Inc. of his intention to retire from his position as the Company’s Chief Financial Officer.

The Company has initiated a search for Mr. Lorbiecki’s replacement. The Company expects to appoint its new CFO before the end of the third quarter of 2025.

Mr. Lorbiecki will remain with the Company over the next several months and will lead the effort to transition the CFO duties to his replacement.

The Company expects to file its next Form 10-Q quarterly report on or before the August 14, 2025 filing deadline.

Mr. Lorbiecki, age 62, joined the Company as CFO in October 2021 prior to the Company’s April 2022 initial public offering.

Mr. Lorbiecki’s decision to retire from the Company did not result from any disagreement or difference of opinion with the Company with respect to its internal controls, financial statements, audit scope limitations, audit reports, or management representations nor was it otherwise connected in any way with the Company’s financial controls or audit procedures.

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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.
June 20, 2025	By:	/s/ John Lorbiecki
	Name:	John Lorbiecki
	Title:	Chief Financial Officer

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FAQ

Why is Aclarion (ACON) filing an 8-K?

The company disclosed the planned retirement of Chief Financial Officer John Lorbiecki, a reportable event under Item 5.02.

When will Aclarion appoint a new CFO?

Management expects to name a successor before the end of the third quarter of 2025.

Is the CFO’s retirement related to accounting disagreements?

No. The 8-K states the decision "did not result from any disagreement" over financial reporting or internal controls.

Will the outgoing CFO remain with Aclarion during the transition?

Yes. Lorbiecki will stay on for “the next several months” to transfer duties and sign the upcoming Form 10-Q.

When is Aclarion’s next Form 10-Q due?

The company plans to file its next quarterly report on or before 14 August 2025.