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Correspondence 0001683168-24-001148 from Aclarion, Inc. (ACON)

Aclarion, Inc.
Date: Feb. 23, 2024 · CIK: 0001635077 · Accession: 0001683168-24-001148

AI Filing Summary & Sentiment

File numbers found in text: 333-275989

Date
February 23, 2024
Author
/s/ John Lorbiecki
Form
CORRESP
Company
Aclarion, Inc.

Letter

VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Registration Statement on Form S-1 File No. 333-275989 Acceleration Request: · Requested Date: February 26, 2024 · Requested Time: 9:00 A.M. Eastern Time

Dear Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Aclarion, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-275989) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

Once the Registration Statement has been declared effective, please orally confirm that event with James Carroll of Carroll Legal LLC, counsel to the Company, at (303) 888-4859.

In connection with this acceleration request, the Company hereby acknowledges that:

(a) should the United States Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(b) the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the accuracy and adequacy of the disclosure in the Registration Statement; and

(c) it may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company understands that the staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the Registration Statement.

Sincerely,
ACLARION, INC.

Show Raw Text
CORRESP
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filename1.htm

VIA EDGAR

February 23, 2024

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Judiciary Plaza

Washington, D.C. 20549

Attn: Juan Grana

  Re:
  Aclarion, Inc.

  Registration Statement on Form S-1 File No. 333-275989

  Acceleration Request:

 · Requested Date: February 26, 2024

 · Requested Time: 9:00 A.M. Eastern Time

Dear Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Aclarion, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-275989)
(the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time”
set forth above or as soon thereafter as practicable.

Once the Registration Statement
has been declared effective, please orally confirm that event with James Carroll of Carroll Legal LLC, counsel to the Company, at (303)
888-4859.

In connection with this acceleration request, the Company hereby acknowledges
that:

(a) should the United States Securities and Exchange Commission
(the “Commission”) or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, it
does not foreclose the Commission from taking any action with respect to the Registration Statement;

(b) the action of the Commission or its staff, acting pursuant
to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for
the accuracy and adequacy of the disclosure in the Registration Statement; and

(c) it may not assert staff comments and the declaration
of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

The Company understands that the staff will consider this request as
confirmation by the Company of its awareness of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act
of 1934 as they relate to the proposed public offering of the securities specified in the Registration Statement.

Sincerely,

ACLARION, INC.

/s/ John Lorbiecki

John Lorbiecki

Chief Financial Officer