Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On September 24, 2024, Aclarion, Inc. (the "Company") entered into an At-the-Market Issuance Sales Agreement (the "Sales Agreement") with Ascendiant Capital Markets, LLC, as sales agent (the "Agent"), to sell shares of its common stock, par value $0.00001 per share (the "Common Stock"), having an aggregate offering price of up to $10 million (the "Shares") from time to time, through an "at the market offering" (the "ATM Offering") as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). The aggregate market value of shares of its Common Stock eligible for sale under the Sales Agreement will be subject to the limitations of General Instruction I.B.6 of Form S-3, to the extent required under such instruction. On September 24, 2024, the Company filed a prospectus supplement with the Securities and Exchange Commission ("SEC") relating to the offer and sale of up to $1,075,000 of shares of its Common Stock in the ATM Offering, which is based on the limitations of General Instruction I.B.6 of Form S-3.

The offer and sale of the Shares will be made pursuant to the Company's effective "shelf" registration statement on Form S-3, as amended (Registration Statement No. 333-281999), initially filed with the SEC on September 9, 2024, and declared effective by the SEC on September 23, 2024.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell the Shares, based upon the Company's instructions, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and rules of the Nasdaq Stock Market. The Company will set the parameters for sales of the Shares, including the number of Shares to be sold, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in one trading day, and any minimum price below which sales may not be made. Under the Sales Agreement, the Agent may sell the Shares by any method permitted by law deemed to be an "at the market offering," as defined in Rule 415 of the Securities Act. The Company or the Agent may, upon written notice to the other party in accordance with the terms of the Sales Agreement, suspend offers and sales of the Shares.

The Company will pay the Agent a commission of up to 3.0% of the gross proceeds from the sales of Shares sold through the Agent under the Sales Agreement and has provided the Agent with customary indemnification and contribution rights. The Company will also reimburse the Agent for certain expenses incurred in connection with the Sales Agreement.

The Company is not obligated to make any sales of Shares under the Sales Agreement. The Company and the Agent each have the right, in its sole discretion, to terminate the Sales Agreement pursuant to the terms and subject to the conditions set forth in the Sales Agreement.

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement which is attached hereto as Exhibit 1.1.

A copy of the opinion of Carroll Legal LLC relating to the validity of the shares of common stock that may be sold pursuant to the Sales Agreement is filed herewith as Exhibit 5.1.