Form SC 13G Aclarion, Inc. Filed by: NUVASIVE INC
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Aclarion, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
655187 102
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 655187 102 | 13G | Page 2 of 5 Pages |
| 1. |
Names of Reporting Persons
NuVasive, Inc. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
1,126,495 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
1,126,495 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,126,495 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
14.4%(1) | |||||
| 12. | Type of Reporting Person (see instructions)
CO | |||||
| (1) | The percentage is calculated based on 7,821,515 shares of Common Stock outstanding as of November 14, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 14, 2022. |
| CUSIP No. 655187 102 | 13G | Page 3 of 5 Pages |
| Item 1(a). | Name of Issuer:
Aclarion, Inc., a Delaware corporation | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices:
8181 Arista Place, Suite 100 Broomfield, CO 80021 | |
| Item 2(a). | Name of Person Filing:
NuVasive, Inc. | |
| Item 2(b). | Address of Principal Business Office or, if none, Residence:
12101 Airport Way Broomfield, CO 80021 | |
| Item 2(c). | Citizenship:
Delaware | |
| Item 2(d). | Title of Class of Securities:
Common Stock | |
| Item 2(e). | CUSIP Number:
655187 102 | |
| Item 3. | Not Applicable | |
| Item 4. | Ownership |
| (a) | Amount Beneficially Owned: |
1,126,495
| (b) | Percent of Class: 14.4% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 1,126,495 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 1,126,495 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable
| CUSIP No. 655187 102 | 13G | Page 4 of 5 Pages |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable
| Item 8. | Identification and Classification of Members of the Group |
Not applicable
| Item 9. | Notice of Dissolution of a Group |
Not applicable
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 655187 102 | 13G | Page 5 of 5 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 3, 2023 Date
/s/ Nathaniel Sisitsky Signature
Nathaniel Sisitsky, General Counsel of NuVasive, Inc. Name/Title |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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