PRE-FUNDED COMMON STOCK PURCHASE WARRANT aclarion, inc.Aclarion, Inc. • February 6th, 2024 • Services-medical laboratories • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aclarion Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant i
COMMON STOCK PURCHASE WARRANT aclarion, inc.Common Stock Purchase Warrant • February 6th, 2024 • Aclarion, Inc. • Services-medical laboratories • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aclarion Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 23rd, 2024 • Aclarion, Inc. • Services-medical laboratories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [***], 2024, between Aclarion Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 22nd, 2023 • Aclarion, Inc. • Services-medical laboratories • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 21, 2023, is by and among Aclarion, Inc., a Delaware corporation with offices located at 8181 Arista Place, Suite 100, Broomfield, CO 80021 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
ACLARION, INC. and VSTOCK TRANSFER LLC, as Warrant Agent Warrant Agency Agreement Dated as of [***], 2024 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • February 23rd, 2024 • Aclarion, Inc. • Services-medical laboratories • New York
WARRANT AGENCY AGREEMENT, dated as of [***], 2024 (“Agreement”), between Aclarion, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and VStock Transfer LLC (the “Warrant Agent”).
REPRESENTATIVE’S PURCHASE WARRANT ACLARION, INC.Aclarion, Inc. • March 4th, 2022 • Services-medical laboratories • New York
This REPRESENTATIVE’S PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ____, 20273 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aclarion, Inc., a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2023 • Aclarion, Inc. • Services-medical laboratories
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 21, 2023, is by and among Aclarion, Inc., a Delaware corporation with offices located at 8181 Arista Place, Suite 100, Broomfield, CO 80021 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 23rd, 2024 • Aclarion, Inc. • Services-medical laboratories • New York
ACLARION, INC. and VSTOCK TRANSFER LLC, as Warrant Agent Warrant Agency Agreement Dated as of April 21, 2022 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • April 27th, 2022 • Aclarion, Inc. • Services-medical laboratories • New York
WARRANT AGENCY AGREEMENT, dated as of April 21, 2022 (“Agreement”), between Aclarion, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and VStock Transfer LLC, (the “Warrant Agent”).
UNDERWRITING AGREEMENTUnderwriting Agreement • March 23rd, 2022 • Aclarion, Inc. • Services-medical laboratories • New York
The undersigned, Aclarion, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Aclarion, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 10th, 2023 • Aclarion, Inc. • Services-medical laboratories
This Registration Rights Agreement (this “Agreement”) is entered into effective as of October 9, 2023 (the “Execution Date”), by and between Aclarion, Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”).
LOCK-UP AGREEMENTLock-Up Agreement • February 6th, 2024 • Aclarion, Inc. • Services-medical laboratories
Re: Securities Purchase Agreement, dated [***], 2024, by and among Aclarion, Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2022 • Aclarion, Inc. • Services-medical laboratories • Colorado
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of September 1, 2021 (the “Effective Date”) by and between Nocimed Inc. a Delaware corporation (the “Company”) and Brent Ness (“Executive”). This agreement supersedes and replaces the previous employment letter dated September 8, 2012 in its entirety.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • October 10th, 2023 • Aclarion, Inc. • Services-medical laboratories • California
This Common Stock Purchase Agreement (this “Agreement”) is entered into effective as of October 9, 2023 (the “Execution Date”), by and between Aclarion, Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”).
2,165,000 WARRANTS TO PURCHASE 2,165,000 SHARES OF COMMON STOCK OF ACLARION, INC. UNDERWRITING AGREEMENTWarrant Agency Agreement • April 27th, 2022 • Aclarion, Inc. • Services-medical laboratories • New York
The undersigned, Aclarion, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Aclarion, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
ContractAclarion, Inc. • March 23rd, 2022 • Services-medical laboratories
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS INSTRUMENT AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
EXCLUSIVE LICENSE AGREEMENT between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA and NOCIMED, LLC for SYSTEMS, MATERIALS, AND METHODS TO LOCALIZE AND EVALUATE PAIN AND DEGENERATIVE PROPERTIES OF TISSUE UC Case Nos. SF2005-063, SF2005-064, SF2006-113,...Exclusive License Agreement • March 4th, 2022 • Aclarion, Inc. • Services-medical laboratories • California
This amended and restated license agreement ("Agreement") is made effective this 12th day of December 2014 ("Effective Date"), by and between The Regents of the University of California ("The Regents"), a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 and acting through its Office of Innovation, Technology & Alliances, University of California San Francisco, 3333 California Street, Suite S-11, San Francisco, California 94143-1209 ("UCSF"), and Nocimed, LLC ("Licensee"), a Delaware limited liability corporation, having a principal place of business at c/o Plug and Play Tech Center, 370 Convention Way, Redwood City, California 94063.
ContractAclarion, Inc. • April 1st, 2022 • Services-medical laboratories • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT .AND ANY APPLICABLE STATE SECURITIES LAWS.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 17th, 2023 • Aclarion, Inc. • Services-medical laboratories • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of February 16, 2023, between Aclarion, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).
SUBORDINATED CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • March 23rd, 2022 • Aclarion, Inc. • Services-medical laboratories • California
This Subordinated Convertible Promissory Note and Warrant Purchase Agreement (this “ Agreement”) is made as of February 28, 2020 by and between Nocimed, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
SECOND AMENDMENT TO RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • March 23rd, 2022 • Aclarion, Inc. • Services-medical laboratories
This SECOND AMENDMENT TO RIGHT OF FIRST OFFER AGREEMENT (the “Amendment”) is dated and effective as of February 28, 2020 (the “Amendment Date”), by and between NOCIMED, INC., a Delaware corporation with its principal place of business at 951 Mariners Island Blvd., Suite 300, San Mateo, CA 94404 (the “Company”), and NUVASIVE, INC., a Delaware corporation with its principal place of business at 7475 Lusk Boulevard, San Diego, CA 92121 (“NuVasive”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the ROFO Agreement (as defined below).
NOCIMED, INC. AMENDMENT NO. 3 TO SERIES B-1 PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • January 6th, 2022 • Aclarion, Inc. • Services-medical laboratories • Delaware
This Amendment No. 3 to Series B-1 Preferred Stock Purchase Agreement (the "Amendment") is made as of April 24, 2018 (the "Amendment Effective Date") by and between Nocimed, Inc., a Delaware corporation (the "Company"), and the purchaser set forth on the signature page hereto (the "Purchaser").
FIRST AMENDMENT TO RIGHT OF FIRST OFFER AGREEMENTOffer Agreement • March 23rd, 2022 • Aclarion, Inc. • Services-medical laboratories
This FIRST AMENDMENT TO RIGHT OF FIRST OFFER AGREEMENT (the “Amendment”) is dated and effective as of July 27, 2017 (the “Amendment Date”), by and between NOCIMED, INC. a Delaware corporation with its principal place of business at 370 Convention Way, Redwood City, CA 94063 (the “Company”), and NUVASIVE, INC., a Delaware corporation with its principal place of business at 7475 Lusk Boulevard, San Diego, CA 92121 (“NuVasive”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Right of First Offer Agreement (as defined below).
NOCIMED, INC. CONSULTING AGREEMENTConsulting Agreement • March 23rd, 2022 • Aclarion, Inc. • Services-medical laboratories • Colorado
This Consulting Agreement (this "Agreement") is made June 15, 2021 but effective as of March 1, 2021 (the "Effective Date"), by and between Nocimed, Inc., a Delaware corporation (the "Company"), and Jeffrey Thramann ("Consultant") (each a "Party" and together the "Parties").
FIRST AMENDMENT TO MARKETING AGREEMENTMarketing Agreement • January 6th, 2022 • Aclarion, Inc. • Services-medical laboratories
This FIRST AMENDMENT TO MARKETING AGREEMENT (the “Amendment”) is dated and effective as of July 27, 2017 (the “Amendment Date”), by and between NOCIMED, INC. a Delaware corporation with its principal place of business at 370 Convention Way, Redwood City, CA 94063 (“Nocimed”), and NUVASIVE, INC., a Delaware corporation with its principal place of business at 7475 Lusk Boulevard, San Diego, CA 92121 (“NuVasive”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Marketing Agreement (as defined below).
NOCIMED, INC. AMENDMENT NO. 1 TO SERIES B-1 PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • January 6th, 2022 • Aclarion, Inc. • Services-medical laboratories • Delaware
This Amendment No. 1 to Series B-1 Preferred Stock Purchase Agreement (the “Amendment”) is made as of February 1, 2018 (the “Amendment Effective Date”) by and between Nocimed, Inc., a Delaware corporation (the “Company”), and the purchaser set forth on the signature page hereto (the “Purchaser”).
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 23rd, 2022 • Aclarion, Inc. • Services-medical laboratories
This FIRST AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Amendment”) is dated and effective as of February 28, 2020 (the “Amendment Date”), by and among NOCIMED, INC., a Delaware corporation (the “Company”), t he parties set forth on the signature pages hereto. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Investors Rights Agreement (as defined below).
FORM OF AMENDMENT AND EXCHANGE AGREEMENTAmendment and Exchange Agreement • January 23rd, 2024 • Aclarion, Inc. • Services-medical laboratories
This Amendment and Exchange Agreement (the “Agreement”) is entered into as of the date set forth on the signature pages below, by and among Aclarion, Inc., a Delaware corporation with offices located at 8181 Arista Place, Suite 100, Broomfield, CO 80021 (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts:
WAIVER AND AMENDMENT AGREEMENT TO SECURITIES PURCHASE AGREEMENTWaiver and Amendment Agreement • September 1st, 2023 • Aclarion, Inc. • Services-medical laboratories • Illinois
This WAIVER AND AMENDMENT AGREEMENT (this “Amendment”) is entered into as of dated as of September 1, 2023 by and among Aclarion, Inc., a Delaware corporation (the “Company”) and the investor signatory hereto (the “Holder”). All terms used but not defined herein shall have the meanings assigned to them in the Purchase Agreement (as defined below).
FIRST AMENDMENT TO RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTSale Agreement • October 25th, 2021 • Nocimed, Inc. • Services-prepackaged software
This FIRST AMENDMENT TO AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (the “Amendment”) is dated and effective as of February 28, 2020 (the “Amendment Date”), by and among NOCIMED, INC., a Delaware corporation (the “Company”), and the parties set forth on the signature pages hereto. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Co-Sale Agreement (as defined below).
RIGHT OF FIRST OFFER AGREEMENTFirst Offer Agreement • March 23rd, 2022 • Aclarion, Inc. • Services-medical laboratories • California
THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is effective as of February 18, 2015 (the “Effective Date”) by and between NOCIMED, INC., a Delaware corporation with its principal place of business at 370 Convention Way, Redwood City, CA 94063 (the “Company”), and NUVASIVE, INC., a Delaware corporation with its principal place of business at 7475 Lusk Boulevard, San Diego, CA 92121 (“NuVasive”).
SERIES B PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • October 25th, 2021 • Nocimed, Inc. • Services-prepackaged software • Delaware
THIS SERIES B PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of February 18, 2015, by and among NOCIMED, INC., a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, whose names are set forth on the Schedule of Purchasers attached hereto as Schedule A (which persons and entities are hereinafter collectively referred to as “Purchasers” and each individually as a “Purchaser”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 23rd, 2022 • Aclarion, Inc. • Services-medical laboratories • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of July 27, 2017, by and among NOCIMED, INC., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor”.
WAIVERWaiver • August 14th, 2023 • Aclarion, Inc. • Services-medical laboratories
This WAIVER (this “Waiver”), dated as of August 14, 2023, is entered into by and among Aclarion, Inc., a Delaware corporation (the “Company”), and the undersigned investor (the “Holder”). Unless otherwise specified herein, capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Note (as defined below).
Strategic Collaboration Agreement for Phased Commercialization of the Siemens- compatible NOCISCAN-LS Product of Nocimed, Inc.Strategic Collaboration Agreement • October 25th, 2021 • Nocimed, Inc. • Services-prepackaged software
WHEREAS, Nocimed has CE Marked its NOCISCAN-LS product that is supported by a Clinical Evaluation Report (CER) from a prior clinical study conducted by Nocimed for identifying painful lumbar spinal discs, and for predicting successful discogenic low back pain surgery outcomes.
