Aclarion (ACON) Prices 144M Share Offering at $0.10/sh

Aclarion, Inc. (Aclarion or the Company) (Nasdaq: ACON, ACONW), a healthcare technology company that is leveraging biomarkers and proprietary augmented intelligence (AI) algorithms to help physicians identify the location of chronic low back pain, today announced the pricing of an underwritten public offering of approximately 144,000,000 shares of common stock (or pre-funded warrants in lieu thereof) with each share of common stock (or pre-funded warrant) accompanied by (i) a series A common warrant to purchase one (1) common share at an exercise price of $0.20 per share and (ii) a series B common warrant to purchase one (1) common share at an exercise price of $0.20 per share. The combined public offering price of each share of common stock together with the accompanying series A and series B common warrants is $0.10, and the combined public offering price of each pre-funded warrant together with the accompanying series A and series B common warrants is $0.09999. The Company also granted the underwriter a 45 day option to purchase up to 21,000,000 additional shares of common stock (or pre-funded warrants), up to 21,000,000 series A common warrants and up to 21,000,000 series B common warrants, to cover over-allotments. The closing of the public offering is expected to occur on or about January 16, 2025, subject to the satisfaction of customary closing conditions.

Dawson James Securities, Inc. is acting as the sole bookrunning manager for the public offering.

The gross proceeds of the public offering are expected to be approximately $14.4 million before deducting underwriting discounts and commissions and estimated offering expenses payable by Aclarion. Aclarion intends to use the net proceeds from the offering to redeem all outstanding shares of its Series B Preferred Stock at a redemption price per share equal to $1,000 plus all accrued but unpaid dividends on each such share, with the remaining net proceeds to be used to build out the product platforms, expand its sales and marketing efforts, and for general and administration expenses and other general corporate purposes.

This public offering is being made by the Company pursuant to a registration statement on Form S-1 (File No. 333-283724), which was declared effective by the United States Securities and Exchange Commission (SEC) on January 14, 2025. The securities may only be offered by means of a prospectus. Copies of the prospectus may be obtained, when available, at the SECs website at www.sec.gov or from Dawson James Securities, Inc. Attention: Prospectus Department, 101 North Federal Highway, Suite 600, Boca Raton, FL 33432, [email protected] or toll free at 866.928.0928.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction.

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