Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Background

As previously disclosed, on October 9, 2023, Aclarion, Inc. (the "Company") entered into an equity line ("Equity Line") common stock purchase agreement (the "Equity Line Purchase Agreement") and a related registration rights agreement (the "RRA") with White Lion Capital, LLC, a Nevada limited liability company ("White Lion"). Pursuant to the Equity Line Purchase Agreement, the Company has the right, but not the obligation to require White Lion to purchase, from time to time, up to $10,000,000 in aggregate gross purchase price of newly issued shares of the Company's common stock, par value $0.00001 per share (the "Common Stock"), subject to certain limitations and conditions set forth in the Equity Line Purchase Agreement.

Through September 30, 2024, the Company has issued shares to White Lion for total proceeds of $3,216,981, leaving approximately $6.8 million of future share sales available under the Equity Line Purchase Agreement.

The existing Equity Line Purchase Agreement currently expires on December 31, 2024.

Equity Line Amendment

On November 27, 2024 the Company entered into an amendment (the "Equity Line Amendment") to the Company's existing Equity Line Purchase Agreement.

The Equity Line Amendment makes the following changes to the existing Purchase Agreement:

1.	The Equity Line Amendment extends the expiration date of the Equity Line Purchase Agreement from December 31, 2024 to December 31, 2025.
2.	The Equity Line Amendment adds two additional methods of pricing the shares that may be sold by the Company under the Equity Line Purchase Agreement.
3.	In consideration for the commitments of White Lion under the Equity Line Purchase Agreement, the Company has issued to White Lion 560,915 shares of Common Stock (the "Commitment Shares").

No other changes to the Equity Line Purchase Agreement have been made.

Under the existing Equity Line Purchase Agreement, subject to the terms and conditions of the Equity Line Purchase Agreement, the Company shall notify (such notice, a "Purchase Notice") White Lion when the Company exercises its right to sell shares (the effective date of such notice, a "Notice Date"). The Purchase Notice may be a Fixed Purchase Notice, a Rapid Purchase Notice or a VWAP Purchase Notice, each as described below.

Under the Equity Line Amendment, a Purchase Notice may now also be an Accelerated Purchase Notice or a Pre-Market Purchase Notice, as described below.

Under an Accelerated Purchase Notice, the purchase price to be paid by White Lion for any such shares will equal the lowest traded price of the common stock during the 15 minutes period prior to receipt of the applicable Purchase Notice multiplied by 85%; provided, however, if the delivery of the applicable Purchase Notice Shares is not initiated and completed by the Company's transfer agent by 2:00 pm Pacific Time on the applicable Notice Date, the purchase price shall mean the lowest traded price of the Company's common stock on the entire Accelerated Purchase Notice Date. Under a Fixed Purchase Notice, the purchase price to be paid by White Lion for any such shares will equal 85% of lowest daily VWAP of the common stock during a period of five consecutive business days prior to, ending on and including the applicable Notice Date. Under a Pre-Market Purchase Notice, the purchase price to be paid by White Lion for any such shares will equal the lowest traded price of the common stock commencing on the Pre-Market Purchase Notice Date, between 12:00 am Pacific Time and ending at 6:30am Pacific Time; provided, however, if the delivery of the applicable Purchase Notice Shares is not initiated and completed by the Company's transfer agent by 1:00 pm Pacific Time on the applicable Notice Date, the Pre-Market Purchase Price shall mean the lowest traded price of the Company's common stock on the entire Pre-Market Purchase Notice Date. Under a VWAP Purchase Notice, the purchase price to be paid by White Lion will equal 90% of the VWAP of the common stock during the two consecutive business days commencing on and including the applicable Notice Date. Under a Rapid Purchase Notice, the purchase price to be paid by White Lion will equal 85% of the VWAP of the common stock on the applicable Notice Date, unless notice is provided after 9:00 a.m. New York time on any business day, in which case the purchase price to be paid by White Lion will equal the lowest traded price of the Company's common stock on the applicable Notice Date.

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