On August 14, 2024, Aclarion, Inc., a Delaware-incorporated company listed on the Nasdaq Stock Market under the symbol ACON, announced the entry into an Exchange Agreement with holders of its unsecured non-convertible notes. The agreement involves the exchange of approximately $930,000 of principal and accrued interest on the notes for 930 shares of newly issued Series B convertible preferred stock at a purchase price of $1,000 per share. The Series B Preferred Stock, which ranks senior to the Common Stock with respect to dividends and rights upon liquidation, is convertible into Common Stock at an initial conversion price of $0.234 per share. Holders of the Series B Preferred Stock are entitled to an annual dividend of 10%, payable quarterly, with the option for the company...Show More

On August 14, 2024, Aclarion, Inc., a Delaware-incorporated company listed on the Nasdaq Stock Market under the symbol ACON, announced the entry into an Exchange Agreement with holders of its unsecured non-convertible notes. The agreement involves the exchange of approximately $930,000 of principal and accrued interest on the notes for 930 shares of newly issued Series B convertible preferred stock at a purchase price of $1,000 per share. The Series B Preferred Stock, which ranks senior to the Common Stock with respect to dividends and rights upon liquidation, is convertible into Common Stock at an initial conversion price of $0.234 per share. Holders of the Series B Preferred Stock are entitled to an annual dividend of 10%, payable quarterly, with the option for the company to pay dividends in additional shares of Common Stock under certain conditions. The Series B Preferred Stock also comes with conversion rights and anti-dilution adjustments. However, there are limitations on conversion to prevent exceeding 20% of the company's outstanding shares or resulting in a change of control as per Nasdaq rules. The securities were sold in reliance on an exemption from registration under the Securities Act, as per Section 3(a)(9). The details of the Exchange Agreement and the Certificate of Designations for the Series B Preferred Stock were included as exhibits in the Current Report on Form 8-K filed by Aclarion, Inc.