0001683168-23-001067.txt : 20230221 0001683168-23-001067.hdr.sgml : 20230221 20230221160240 ACCESSION NUMBER: 0001683168-23-001067 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230216 FILED AS OF DATE: 20230221 DATE AS OF CHANGE: 20230221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thramann Jeffrey John CENTRAL INDEX KEY: 0001846997 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41358 FILM NUMBER: 23648012 MAIL ADDRESS: STREET 1: 8580 STRAWBERRY LANE CITY: NIWOT STATE: CO ZIP: 80503 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Aclarion, Inc. CENTRAL INDEX KEY: 0001635077 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 473324725 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8181 ARISTA PLACE STREET 2: STE 100 CITY: BROOMFIELD STATE: CO ZIP: 80021 BUSINESS PHONE: 833 275 2266 MAIL ADDRESS: STREET 1: 8181 ARISTA PLACE STREET 2: STE 100 CITY: BROOMFIELD STATE: CO ZIP: 80021 FORMER COMPANY: FORMER CONFORMED NAME: Nocimed, Inc. DATE OF NAME CHANGE: 20150226 4 1 ownership.xml X0306 4 2023-02-16 0 0001635077 Aclarion, Inc. ACON 0001846997 Thramann Jeffrey John 8181 ARISTA PLACE SUITE 100 BROOMFIELD CO 80021 1 1 0 0 Executive Chairman Series A Preferred Stock 2023-02-16 4 P 0 1 1000.00 A 1 D On February 16, 2023, the Company sold one (1) share of the Company's newly designated Series A Preferred Stock to the reporting person in a private placement for an aggregate purchase price of $1,000. The Series A Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Series A Preferred Stock has no rights with respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily. The holder of the Share of Series A Preferred Stock will not be entitled to receive dividends of any kind. The holder of the Share of Series A Preferred Stock will not be entitled to receive dividends of any kind. The one share of Series A Preferred Stock will have 15,000,000 votes and will vote together with the outstanding shares of the Company's common stock as a single class exclusively with respect to any proposal to amend the Company's Certificate of Incorporation to effect a reverse stock split of the Company's common stock. The Share of Series A Preferred Stock will be voted, on any such reverse stock split proposal in the same proportion as shares of common stock are voted on such proposal (excluding any common shares that are not voted). The Series A Preferred Stock otherwise has no voting rights, except as may otherwise be required by Delaware Law. The outstanding share of Series A Preferred Stock shall be redeemed in whole, but not in part, at any time (i) if such redemption is ordered by the Board of Directors in its sole discretion or (ii) automatically upon the effectiveness of the amendment to the Certificate of Incorporation implementing a reverse stock split. Upon such redemption, the holder of the Series A Preferred Stock will receive consideration of $1,000.00 in cash. /s/ Jeffrey Thramann 2023-02-21