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