Aclarion Announces Reverse Stock Split

/EIN News/ -- BROOMFIELD, Colo., March 26, 2025 (GLOBE NEWSWIRE) -- Aclarion, Inc., (“Aclarion” or the “Company”) (NASDAQ: ACON, ACONW), a healthcare technology company that is leveraging biomarkers and proprietary augmented intelligence algorithms to help physicians identify the location of chronic low back pain, today announced that effective before market open on Friday March 28, 2025, it will complete a 1-for-27 reverse stock split of its common stock.

On September 23, 2024, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to affect a reverse stock split with the exact ratio to be set by its Board of Directors. The Board resolved to set the reverse stock split at the ratio of 1-for-27. The Company filed an amendment to its Certificate of Incorporation with the Secretary of State in Delaware effective March 27, 2025, at 5:00 p.m. Eastern Time. As a result, every twenty-seven (27) issued shares of common stock will automatically be combined into one (1) share of common stock.

The Company believes that affecting the reverse stock split will assist in its efforts to meet the Nasdaq continued listing standards and to continue to have its common stock remain listed and traded on Nasdaq. In particular, the Company expects the reverse stock split to increase the per share price and bid price of its common stock above the $1.00 required by Nasdaq’s Minimum Bid Price Rule.

Shares of the Company’s common stock will be assigned a new CUSIP number (655187409) and are expected to begin trading on a split-adjusted basis on Friday, March 28, 2025.

The reverse stock split will not change the authorized number of shares of the Company’s common stock. No fractional shares will be issued in connection with the reverse stock split. In lieu thereof, any fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share at the participant level. The Company does not intend to round up fractional shares at the beneficial level and will instead round any such fractional shares up at the participant level with DTC.

The reverse stock split will apply to the Company’s outstanding warrants, stock options and restricted stock units. The number of shares of common stock into which these outstanding securities are convertible or exercisable will be adjusted proportionately as a result of the reverse stock split. The conversion or exercise prices of any outstanding warrants or stock options will also be proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans.

Once the reverse stock split becomes effective, stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-27 reverse stock split. Existing stockholders holding common stock certificates will receive a letter of transmittal from Aclarion’s transfer agent, Vstock Transfer, with specific instructions regarding the exchange of shares.

The Company expects to have its issued and outstanding common shares decrease from approximately 15.72 million pre-split shares to approximately 582,000 post-split shares outstanding as a result of the reverse stock split.

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. 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, 2023, 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 Contact:

Kirin Smith
PCG Advisory, Inc.
ksmith@pcgadvisory.com

Media Contact:

Jennie Kim
SPRIG Consulting
jennie@sprigconsulting.com