United States securities and exchange commission logo
March 15, 2022
Brent Ness
President and CEO
Aclarion, Inc.
951 Mariners Island Blvd, Suite 300
San Mateo, CA 94404
Re: Aclarion, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
March 4, 2022
File No. 333-262026
Dear Mr. Ness:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
January 25, 2022, letter.
Amendment No. 1 to Form S-1 filed March 4, 2022
Significant Net Losses, page 16
1. Please expand this risk
factor to quantify the financing expense you will recognize at
effectiveness in
connection with the issuance of units at a 70% discount to pay interest on
the $2 million
promissory notes payable disclosed on page F-17. Given the 33% interest
rate on the notes, it
appears that the FV of these units may exceed $1.8 million. Disclose
also whether the
holders of the promissory notes are existing shareholders, directors or
employees of the
Registrant.
Capitalization, page 61
2. We note your response
to our prior comment #2 and your revisions made to the
Brent Ness
Aclarion, Inc.
March 15, 2022
Page 2
capitalization disclosures. Given that the reverse stock split will
occur immediately prior
to the closing of the offering, please ensure that your historical
financial statements for
each period presented are retroactively adjusted in accordance with ASC
505-10-S99-4.
Please also clarify Note 12 on page F-21 to indicate how the stock split
has been reflected
in the historical financial statements.
3. Please revise to present the Series B-2 and B-3 preferred stock as
mezzanine equity in the
Actual column. Please also ensure your Actual total shareholders'
equity(deficit) balance
here and on page F-3 do not include mezzanine equity balances.
Note 3. Restatement of Previously Issued Financial Statements, page F-12
4. The $2,000,000 SAFE appears to be a non-cash item that should be
adjusted as a
reconciling item in the cash flows from operating activities, rather
than presented as a cash
inflow from financing activities. Please revise to include this as part
of the
restatement too, or tell us why you would consider otherwise.
Note 7, page F-15
5. Please disclose the amortization period you are using for your patents
and licenses.
Note 11, page F-20
6. Please disclose the weighted average exercise price of options granted
in 2021. Also,
disclose details on any issuances of options and warrants in Item 15 of
the form. See Item
701 of Regulation S-K.
You may contact Li Xiao at (202) 551-4391 or Al Pavot at (202) 551-3738
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Gary Guttenberg at (202) 551-6477 or Laura Crotty at (202) 551-7614 with any
other questions.
Sincerely,
FirstName LastNameBrent Ness
Division of
Corporation Finance
Comapany NameAclarion, Inc.
Office of Life
Sciences
March 15, 2022 Page 2
cc: Stanley Moskowitz, Esq.
FirstName LastName