Form S-1MEF - Registration adding securities to prior Form S-1 registration [Rule 462(b)]

As filed with the Securities and Exchange Commission on January 14, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1MEF

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Aclarion, Inc.

(Exact name of registrant as specified in its charter)

Delaware

8071

47-3324725

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

8181 Arista Place, Suite 100

Broomfield, Colorado 80021

(833) 275-2266

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

John Lorbiecki

Chief Financial Officer

Aclarion, Inc.

8181 Arista Place, Suite 100

Broomfield, Colorado 80021

(833) 275-2266

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

James H. Carroll, Esq.		Ralph V. De Martino, Esq.
Carroll Legal LLC		Marc E. Rivera, Esq.
1449 Wynkoop Street, Suite 507		ArentFox Schiff LLP
Denver, CO 80202		1717 K Street NW
(303) 888-4859		Washington, D.C. 20006
		(202) 724-6848

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-283724

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This Registration Statement is being filed by Aclarion, Inc. (the “Registrant”) pursuant to Rule 462(b) as promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and includes the registration statement facing page, this page, the signature page, an exhibit index and the required opinion and consents solely to register up to an aggregate of $8,100,000 in additional (i) common stock, (ii) pre-funded warrants to purchase common stock, (iii) Series A common warrants to purchase common stock (the “Series A Common Warrants”), (iv) Series B common warrants to purchase common stock (the “Series B Common Warrants”), (v) common stock underlying pre-funded warrants, (vi) common stock Series A Common Warrants, (vii) common stock underlying Series B Common Warrants, and (viii) securities that may be sold upon exercise of the underwriter’s over-allotment option. The contents of the Registration Statement on Form S-1 (Registration No. 333-283274), as amended, including the exhibits and powers of attorney included therein (the “Prior Registration Statement”), which was declared effective by the Securities and Exchange Commission on January 14, 2025, are incorporated by reference in this Registration Statement. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Filing Fee Table (Exhibit 107) filed as an exhibit to the Prior Registration Statement.

The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.

EXHIBIT INDEX

Exhibit No.		Exhibit Index

5.1		Opinion of Carroll Legal LLC.

23.1		Consent of Haynie & Company.

23.2		Consent of CohnReznick LLP, Independent Registered Public Accounting Firm

23.3		Consent of Carroll Legal LLC (included in Exhibit 5.1)

24.1*		Power of Attorney (included on signature page).

107		Filing Fee Table

*	Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-283274), originally filed with the Securities and Exchange Commission on December 11, 2024 and incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Broomfield, in the State of Colorado, on this 14th day of January, 2025.

	ACLARION, INC.

	By:		/s/ John Lorbiecki
			John Lorbiecki
			Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Brent Ness	Chief Executive Officer and Director	January 14, 2025
Brent Ness	(Principal Executive Officer)
	President and Director


/s/ John Lorbiecki	Chief Financial Officer	January 14, 2025
John Lorbiecki	(Principal Financial and Accounting Officer)


*	Executive Chairman and Director	January 14, 2025
Jeffrey Thramann


*	Director	January 14, 2025
David Neal


*	Director	January 14, 2025
William Wesemann


*	Director	January 14, 2025
Amanda Williams


*	Director	January 14, 2025
Stephen Deitsch


*	Director	January 14, 2025
Scott Breidbart

* /s/ John Lorbiecki

John Lorbiecki

Attorney-in-Fact

Exhibit 5.1

Carroll Legal LLC

1449 Wynkoop Street

Suite 507

Denver, CO 80202

January 14, 2025

Aclarion, Inc.

8181 Arista Place

Broomfield, CO 80021

Re: Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as special counsel to Aclarion, Inc., a Delaware corporation (the “Company”), in connection with the filing of (i) a Registration Statement (as amended, the “Initial Registration Statement”) on Form S-1 (File No. 333-283724) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and (ii) a second Registration Statement on Form S-1 filed pursuant to Rule 462(b) promulgated under the Securities Act (the “462(b) Registration Statement,” and together with the Initial Registration Statement, the “Registration Statement”).

The Registration Statement relates to the proposed offering and sale of up to $16.5 million of (i) shares of the Company’s common stock (the “Common Stock”), $0.00001 par value per share (the “Common Shares”); (ii) Series A warrants to purchase shares of Common Stock (the “Series A Warrants”); (iii) shares of Common Stock issuable upon exercise of the Series A Warrants (the “Series A Warrant Shares”); (iv) Series B warrants to purchase shares of Common Stock (the “Series B Warrants”); (v) shares of Common Stock issuable upon exercise of the Series B Warrants (the “Series B Warrant Shares”); (vi) prefunded warrants to purchase shares of Common Stock (the “Prefunded Warrants”); and (vii) shares of Common Stock issuable upon exercise of the Prefunded Warrants (the “Prefunded Warrant Shares”).

The Series A Warrants, the Series B Warrants, and the Prefunded Warrants are collectively referred to herein as the “Warrants.” The Series A Warrant Shares, the Series B Warrant Shares, and the Prefunded Warrant Shares are collectively referred to herein as the “Warrant Shares.”

The Common Shares and the Warrants are to be sold by the Company in accordance with an Underwriting Agreement to be entered into by the Company and Dawson James Securities, Inc. (the “Placement Agent Agreement”), the form of which has been filed as Exhibit 1.1 to the Initial Registration Statement. The securities are to be offered and sold in the manner described in the Registration Statement and the related prospectus included therein (the “Prospectus”).

In connection herewith, we have examined the Registration Statement and the Prospectus. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of the Company’s Certificate of Incorporation and Bylaws (both as amended to date), and such other records, agreements and instruments of the Company, certificates of public officials and officers of the Company, and such other documents, records and instruments, and we have made such legal and factual inquiries, as we have deemed necessary or appropriate as a basis for us to render the opinions hereinafter expressed.

In our examination of the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies or by facsimile or other means of electronic transmission, or which we obtained from the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“Edgar”) or other sites maintained by a court or governmental authority or regulatory body and the authenticity of the originals of such latter documents. If any documents we examined in printed, word processed or similar form has been filed with the Commission on Edgar or such court or governmental authority or regulatory body, we have assumed that the document so filed is identical to the document we examined except for formatting changes. When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and certificates and statements of appropriate representatives of the Company.

Based upon the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion, that:

(i) the Common Shares, when issued against payment therefor as set forth in the Registration Statement, will be validly issued, fully paid and non-assessable;

(ii) the Warrants, when issued as set forth in the Registration Statement, will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms; and

(iii) the Warrant Shares, when issued upon exercise of the Warrants against payment therefor as set forth in the Registration Statement, will be validly issued, fully paid and non-assessable.

Our opinions herein reflect only the application of the General Corporation Law of the State of Delaware. The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in factual matters, and we undertake no duty to advise you of the same. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinions, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency.

We do not render any opinions except as set forth above. We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the 462(b) Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus filed as a part of the Initial Registration Statement. We also consent to your filing copies of this opinion letter as an exhibit to the Registration Statement with agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the offering and sale of the Shares. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

	CARROLL LEGAL LLC


	By:	/s/ James H. Carroll
		James H. Carroll
		Managing Member

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-1 of Aclarion, Inc. of our report dated February 20, 2024 and March 28, 2024, with respect to the financial statements of Aclarion, Inc. as of December 31, 2023, and for the year then ended. Our audit report includes an explanatory paragraph relating to Aclarion, Inc.’s ability to continue as a going concern.

/s/ Haynie & Company

Salt Lake City, Utah

January 14, 2025

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated June 12, 2023, except for Note 1, 2024 Reverse Stock Split, Note 7, SUPPLEMENTAL FINANCIAL INFORMATION, Prepaids and other current assets and Accrued and other liabilities, and Note 14, Net Loss Per Share of Common Stock, as to which the date is February 21, 2024, with respect to the restated financial statements of Aclarion, Inc. as of December 31, 2022 and for the year then ended, appearing in the Registration Statement on Form S-1 (File No. 333-283724), as amended. Our audit report includes an explanatory paragraph relating to Aclarion, Inc.’s ability to continue as a going concern.

/s/ CohnReznick LLP

Sunrise, Florida

January 14, 2025

Exhibit 107

Calculation of Filing Fee Tables

S-1
(Form Type)

Aclarion, Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

	Security Type		Security Class Title	Fee Calculation or Carry Forward Rule			Amount Registered		Proposed Maximum Offering Price Per Share		Maximum Aggregate Offering Price⁽¹⁾⁽²⁾				Fee Rate		Amount of Registration Fee
Fees to be Paid		Equity	Common Stock, $0.00001 par value per share		457	(o)		—		—		$	2,700,000	(3)		0.00015310	$	413.37
Fees to be Paid		Equity	Series A Common Warrants accompanying the Common Stock or Pre-Funded Warrants		Other	(4)		—		—				(4)		—		—
Fees to be Paid		Equity	Series B Common Warrants accompanying the Common Stock or Pre-Funded Warrants		Other	(4)		—		—				(4)		—		—
Fees to be Paid		Equity	Pre-Funded Warrants		Other	(4)		—		—				(3)(4)		—		—
Fees to be Paid		Equity	Common Stock underlying the Pre-Funded Warrants (3)		457	(o)		—		—				(3)		—		—
Fees to be Paid		Equity	Common Stock underlying the Series A Common Warrants		457	(o)		—		—		$	2,700,000			0.00015310	$	413.37
Fees to be Paid		Equity	Common Stock underlying the Series B Common Warrants		457	(o)		—		—		$	2,700,000			0.00015310	$	413.37


Fees Previously Paid		Equity	Common Stock, par value $0.00001 per share		457	(o)		—		—			—			—		—

Carry Forward Securities		—	—		—			—		—			—			—		—
Total Offering Amounts												$	8,100,000				$	1,240.11
Total Fees Previously Paid																		—
Total Fee Offset																		—
Net Fee Due																	$	1,240.11

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). Represents only the additional number of shares being registered. This does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-283274) (the “Prior Registration Statement”).
(2)	Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.
(3)	The proposed maximum aggregate offering price of the Common Stock proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Pre-Funded Warrants sold in the offering and the proposed maximum aggregate offering price of the Pre-Funded Warrants proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Common Stock sold in the offering.
(4)	Pursuant to Rule 457(g) of the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered in the same registration statement as the Common Stock issuable upon exercise of the warrants.

Cover	Jan. 14, 2025
Cover [Abstract]
Document Type	S-1MEF
Amendment Flag	false
Entity Registrant Name	Aclarion, Inc.
Entity Central Index Key	0001635077
Entity Small Business	true