Failure to Satisfy Listing Rule Form 8 K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Nasdaq Notice Regarding Stockholders' Equity Requirement

On August 22, 2024, Aclarion, Inc. (the "Company") received a letter from The Nasdaq Stock Market LLC ("Nasdaq") indicating that it is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on The Nasdaq Stock Market to maintain a minimum of $2,500,000 in stockholders' equity for continued listing. In its annual report on Form 10-Q for the period ended June 30, 2024, the Company reported stockholders' equity of $1,642,177, and, as a result, does not currently satisfy Listing Rule 5550(b)(1).

Nasdaq's letter has no immediate impact on the listing of the Company's common stock, which will continue to be listed and traded on Nasdaq, subject to the Company's compliance with the other continued listing requirements. Nasdaq's letter provides the Company has until August 29, 2024, to request an appeal of this determination, or the trading of the Company's common stock will be suspended at the opening of business on September 3, 2024. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing.

The Company intends to take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq. The Company is currently evaluating its available options to resolve the deficiency and regain compliance with the Nasdaq minimum stockholders' equity requirement. The Company intends to request an appeal of this determination by the Nasdaq deadline.

The Company's receipt of this letter from Nasdaq does not affect the Company's business, operations or reporting requirements with the Securities and Exchange Commission.