Aclarion, Inc.

8-K · aclarion_8k.htm iXBRL

0001635077

 2026-06-04
 2026-06-04

 0001635077

 ACON:CommonStockParValue0.00001PerShareMember

 2026-06-04
 2026-06-04

 0001635077

 ACON:WarrantsEachExercisableForOneShareOfCommonStockMember

 2026-06-04
 2026-06-04

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

 UNITED STATES

 SECURITIES AND
EXCHANGE COMMISSION

 Washington, D.C. 20549

  

  

  

 FORM 8-K

  

  

  

 CURRENT REPORT

 Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

  

 Date of Report (Date of earliest event
reported): June 4,
2026

  

  

  
 Aclarion,
Inc.

 (Exact name of registrant as specified in its charter)

  

 Delaware
 001-41358
 47-3324725

 (State or other jurisdiction
 (Commission
 (IRS Employer

 of incorporation)
 File Number)
 Identification No.)

  

 8181 Arista Place , Suite 100
  

 Broomfield , Colorado
 80021

 (Address of Principal Executive Offices)
 (Zip Code)

  

 Registrant’s telephone number, including area code: (833) 275-2266

  

 Not
Applicable

 (Former name or former address, if changed since last report)

  

 Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:

  

 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities registered pursuant to Section 12(b) of the Act:

  

 Title of each class
 Trading
 Symbol(s)
 Name of each exchange on which registered

 Common Stock
 ACON
 Nasdaq Stock Market

 Common
 Stock Warrants
 ACONW
 Nasdaq Stock Market

 Series D Junior Participating Preferred Purchase Rights
 N/A
 Nasdaq Stock Market

  

 Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging growth company ☒

  

 If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

  

  

      

  

  

 Item 5.07
 Submission of Matters to a Vote of Security Holders.

  

 On June 4, 2026, the Company held its 2026 Annual
Meeting of Stockholders.

  

 The matters voted upon at the Annual Meeting and
the results of such voting are set forth below.

  

  

 Proposal 1 – Election of seven directors to
serve a term ending at the 2027 annual meeting, in each case until their respective successors are duly elected and qualified.

  

 Nominee
  
 Votes For
  
 Withheld
  
 Broker Non-Votes

 Jeffrey Thramann
  
 532,591
  
 245,654
  
 841,750

 Brent Ness
  
 528,080
  
 250,165
  
 841,750

 Stephen Deitsch
  
 532,578
  
 245,668
  
 841,750

 Scott Breidbart
  
 525,005
  
 253,240
  
 841,750

 David Neal
  
 468,385
  
 309,861
  
 841,750

 William Wesemann
  
 528,981
  
 249,265
  
 841,750

 Amanda Williams
  
 533,055
  
 245,190
  
 841,750

  

 All seven director nominees were duly elected.

  

  

 Proposal 2 – Ratification of appointment of
independent registered accounting firm – Haynie & Company

  

 Votes For
  
 Votes Against
  
 Abstain
  
 Broker Non-Votes

 1,588,388
  
 20,623
  
 10,985
  
 N/A

  
  
  
  
  
  
  

 Proposal 2 was approved.

  

  

 Proposal 3 – Approval of an amendment
to our 2022 equity incentive plan

  

 Votes For
  
 Votes Against
  
 Abstain
  
 Broker Non-Votes

 453,431 
  
 323,512
  
 1,302
  
 841,751

  
  
  
  
  
  
  

 Proposal 3 was approved.

  

  

  

  

   2  

  

  

 SIGNATURES

 Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

  
 ACLARION, INC.

  
  
  

 June 4, 2026

 By:
 /s/ Gregory A. Gould

  
 Name:
 Gregory A. Gould

  
 Title:
 Chief Financial Officer

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

   3