Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Issuance of Common Stock Pursuant to Offering Statement

On August 27, 2024, Aclarion, Inc. (the "Company"), entered into a subscription agreement (the "Subscription Agreement") with certain accredited investors, pursuant to which the Company agreed to issue and sell to the investors 1,000,000 shares (the "Shares") of common stock of the Company, par value $0.00001 per share (the "Common Stock"), at a price of $0.29 per share for gross proceeds to the Company of $290,000.

The Shares to be issued in the offering were offered at-the-market under Nasdaq rules and pursuant to the Company's Form 1-A (the "Offering Statement"), initially filed by the Company with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), on June 11, 2024 and qualified on June 24, 2024.

The Shares were not placed through the efforts of a placement agent and no fees or commissions are to be paid on the transaction to anyone.

The Company has the ability, at its election, to raise additional proceeds of up to approximately $29.39 million on the same terms and conditions pursuant to the Offering Statement from time to time.

Notwithstanding that the Company desires to consummate one or more additional sales in the future, at this time the Company has no such additional oral or written agreements to consummate any such sales, and, as such, we cannot guarantee that any such sales will occur in the future.

Issuance of Warrants

On August 27, 2024, the Company also entered into a warrant purchase agreement (the "Warrant Purchase Agreement") with the accredited investors pursuant to with the Company issued warrants (the "Warrants") to purchase up to 400,000 Common Stock exercisable on or after February 27, 2025 with a five-year term and an initial exercise price of $0.29 per share, subject to customary adjustments as described in the Warrant. The Warrants may be exercised by cashless exercise in accordance with a formula described in the Warrant.

The foregoing description of the Subscription Agreement, the Warrant Purchase Agreement and the Warrants is qualified in its entirety by reference to the full text of those agreements, copies of which are filed as Exhibits 10.1, 10.2 and 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

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