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

Background

April 2024 Previous Notice of $1 Bid Price Listing Issue

As previously disclosed, on April 8, 2024, Aclarion, Inc. (the "Company") received a written notice (the "April Notice") from the Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") indicating that the Company is not in compliance with the $1.00 Minimum Bid Price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the "Bid Price Requirement").

The Nasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price of the Company's common stock for the 30 consecutive business days for the period ending April 5, 2024, the Company no longer met this requirement.

August 22, 2024 Previous Notice of Stockholders' Equity Requirement Listing Issue

As previously disclosed, the Company received written notice from Nasdaq on August 22, 2024, that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) (the "Stockholders' Equity Rule"), which requires the Company to maintain a minimum of $2.5 million in stockholders' equity for continued listing on The Nasdaq Capital Market. In its quarterly 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, did not satisfy Listing Rule 5550(b)(1).

The Company had previously appealed the Stockholders' Equity Rule matter to a Nasdaq hearing panel (the "Panel"). The hearing request stays 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 appeal hearing for the Stockholders' Equity Rule matter was scheduled for October 10, 2024.

October 2024 Notice of $1 Bid Price Non-Compliance

We did not regain compliance with the Bid Price Requirement prior to the expiration of the 180 calendar day period on October 7, 2024.

Accordingly, on October 8, 2024, we received from the Nasdaq staff (the "Staff") written notification (the "October Notice") that our securities are subject to delisting from the Nasdaq Capital Market for non-compliance with the Bid Price Requirement. The October Notice also indicated that the Company's Bid Price Requirement compliance would also be considered by the Panel at the previously scheduled October 10, 2024 hearing.

The previously scheduled hearing with the Panel occurred on October 10, 2024. At this hearing, the Company presented a compliance plan to the Panel addressing both the Stockholders' Equity Requirement and the Bid Price Requirement.

The hearing request stays 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. While the appeal process is pending, the suspension of trading of the Company's common stock will be stayed. Our common stock will continue to trade on Nasdaq until the hearing process concludes and the Panel issues a written decision.

At the Company's special stockholders' meeting on September 23, 2024, the Company's stockholders approved a proposal to grant discretionary authority to our board of directors to (i) amend our certificate of incorporation to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a "reverse stock split," at a specific ratio within a range of one-for-five (1-for-5) to a maximum of a one-for-fifty (1-for-50) split, with the exact ratio to be determined by our board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal was approved by stockholders. The Company intends to implement a reverse stock split in the near future in order to assist with the Company's compliance with Nasdaq's Bid Price Requirement.

The Company intends to take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq.

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