Aclarion Inc美股招股说明书(2025-10-14版)

ACLARION, INC. 64,000 Shares of Common Stock236,000 Pre-Funded Warrants to Purchase Shares of Common Stock236,000 Shares of Common Stock Issuable Upon Exercise of the Pre-Funded Warrants We are offering 64,000 shares (the “Shares”) of our common stock, par value $0.00001 per share, and, in lieu of common stock,pre-funded warrants to purchase 236,000 shares of our common stock, to certain investors whose purchase of shares of common stockin this offering would result in the investor, together with its affiliates and certain related parties, beneficially owning more than 4.99%(or, at the election of the purchaser, 9.99%) of our outstanding common stock following the consummation of this offering in lieu ofthe shares of our common stock that would result in ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%),pursuant to this prospectus supplement and the accompanying prospectus, directly to certain investors. The Shares and pre-funded warrants are being offered pursuant to a securities purchase agreement, dated as of October 13, 2025,by and between us and the purchasers identified therein. The purchase price of each pre-funded warrant will equal the price per share at which shares of our common stock are being soldin this offering, minus $0.00001, which is the exercise price of each pre-funded warrant. The pre-funded warrants do not expire, andeach pre-funded warrant will be exercisable at any time after the date of issuance, subject to an ownership limitation. This prospectussupplement also relates to the offering of the shares of our common stock issuable upon the exercise of such pre-funded warrants. There is no established public trading market for the pre-funded warrants, and we do not expect a market to develop. We do notintend to list the pre-funded warrants on The Nasdaq Capital Market or any other national securities exchange or nationally recognizedtrading system. Our common stock is quoted on the Nasdaq Capital Market under the symbol “ACON.” The last reported sale price of ourcommon stock on the Nasdaq Capital Market on October 10, 2025, was $8.5972 per share. Our warrants offered in connection withour initial public offering (the “IPO Warrants”) are quoted on the Nasdaq Capital Market under the symbol “ACONW.” The lastreported sale price of our IPO Warrants on the Nasdaq Capital Market on October 10, 2025 was $0.0361 per IPO Warrant. We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, assuch, have elected to be subject to reduced public company reporting requirements. See “Prospectus Supplement Summary —Emerging Growth Company under the JOBS Act; Smaller Reporting Company.” Investing in our securities involves risks. You should review carefully the risks and uncertainties described under theheading “Risk Factors” beginning on page S-7 of this prospectus supplement and under similar headings in the otherdocuments that are incorporated by reference in this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is acriminal offense. (1)We have agreed to pay the placement agent (as defined below) a cash fee equal to 7% of the aggregate gross proceeds of this offeringas well as certain other offering expenses. See “Plan of Distribution” beginning on page S-25 of this prospectus supplement for adescription of the compensation to be received by the placement agent. We have retained Dawson James Securities, Inc. (the “placement agent”) to act as our exclusive placement agent in connectionwith this offering. The placement agent is not purchasing or selling any of the securities offered pursuant to this prospectus supplementand the accompanying prospectus and the placement agent is not required to arrange the purchase or sale of any specific number ordollar amount of securities, but they have agreed to use their best efforts to arrange for the sale of all of the securities. Delivery of the Shares and pre-funded warrants is expected to be made on or about October 14, 2025. Dawson James Securities, Inc. PROSPECTUS SUPPLEMENT TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUPPLEMENT SUMMARYS-3THE OFFERINGS-5RISK FACTORSS-7USE OF PROCEEDSS-10DIVIDEND POLICYS-11DILUTIONS-12DESCRIPTION OF CAPITAL STOCKS-14DESCRIPTION OF SECURITIES WE ARE OFFERINGS-23PLAN OF DISTRIBUTIONS-25MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR INVESTORS IN COMMON STOCK AND PRE-FUNDED WARRANTSS-27INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-33WHERE YOU CAN FIND MORE INFORMATIONS-34LEGAL MATTERSS-34EXPERTSS-34 PROSPECTUS TABLE OF CONTENTS PageAbout This Prospectus1Cautionary Note Regarding Forward Looking Statements2Pr