Mar. 6 at 3:46 PM
$ACON alert of my just hit. live short interest 17.38%, CTB 47.3
Aclarion a healthcare technology company using MRS spectroscopy and AI to address the low back and neck pain market. Trading at
$3.09 with an
$8.3M market cap and a negative enterprise value of
$11.7M, meaning the company holds more cash than its entire market cap. Estimated net cash per share is
$7.49 against a
$3.09 stock price. Float and outstanding shares are essentially identical at 2.67M, meaning virtually no insider lock-up. Institutional ownership is only 0.7% and short interest is 6.4%. Cash runway is 32.5 months based on
$20M estimated current cash against
$1.85M quarterly burn. Cash need is rated Low but overall risk is rated High due to historical dilution and overhead supply.
S-1 Offerings
The June 2024 Regulation A offering anticipated
$29,680,000 with no warrant coverage through no disclosed underwriter. Status remains in progress as of last update August 2024. No final pricing or shares offered.
The December 2024 S-1 through Dawson James was anticipated at
$10,000,000 but priced dramatically larger at
$144,000,000 final deal size at
$0.10/share, issuing 288,000,000 shares with 288,000,000 warrants at
$0.20 with 200% warrant coverage. No investors disclosed. This raise, done at
$0.10, is the dominant event in the share structure and explains the massive reverse split that followed given the company now has only 2.67M shares outstanding.
The December 2023 S-1 through Maxim was anticipated at
$7,000,000, priced at
$3,000,000 at
$0.58/share with 5,175,000 shares and 10,350,000 warrants at
$0.58 with 200% warrant coverage.
Warrants
The January 2025 Series A warrant has 159,204 remaining at
$180.90, issued January 2025, exercisable immediately, expiring January 2030. Full ratchet, proportional adjustment, and reset price protection with a floor of
$7.40 post shareholder approval. The reset mechanic runs on the 11th trading day after stockholder approval, resetting to the lowest VWAP during the 10-day reset period. No known owners disclosed.
The February 2024 warrants have 1,036 remaining of 1,144 total at
$5,246.10, issued through Maxim, expiring February 2029. Customary anti-dilution. Deeply out of the money.
The October 2024 warrants have 503 remaining of 629 total at
$904.50, held by Cavalry, WVP, and White Lion, expiring March 2030. Full ratchet protection. Deeply out of the money.
The August 2024 warrant has 44 remaining at
$904.50, not registered, exercisable February 2025, expiring August 2029. Customary anti-dilution. Deeply out of the money.
The May 2023 note warrants have 9 remaining at
$5,246.10, held by Cavalry and WVP, expiring May 2028. Full ratchet protection. Deeply out of the money.
The November 2023 note warrants have 5 remaining at
$5,246.10, not registered, expiring November 2028. Full ratchet protection. Deeply out of the money.
The April 2022 IPO warrants (ACONW) have 3 remaining at
$629,532.00, held by Armistice, Empery, Hudson Bay, and Warberg through Maxim, expiring April 2027. Customary anti-dilution. Completely worthless at current prices.
The January 2025 Series B warrant is fully exercised, zero remaining. Originally 540,656 warrants at
$0.00 via alternate cashless exercise, issued January 2025, expired July 2027. Full ratchet, proportional adjustment, reset, and alternate cashless with 3x multiplier on cashless exercise. This is the warrant that was voted on March 3, 2025 per the major development note, and was exercised cashlessly.
Convertible Preferred
The October 2024 Series C Convertible Preferred has 779 shares remaining to be issued on
$1,000,000 remaining at
$1,284.39 conversion price. Held by Cavalry, WVP, and White Lion, full ratchet protection, registered. Issued September 2024.
The August 2024 Series B Convertible Preferred is fully converted, zero remaining. Originally
$930,000 at
$1,284.39, full ratchet, held by undisclosed holders. Not registered.
ATMs
The September 2024 Ascendiant ATM is terminated with
$775,000 of
$1,075,000 remaining unused. No baby shelf restriction.
Equity Lines
The October 2023 White Lion SPA has
$6,783,019 remaining of
$10,000,000 total capacity, registered, running through December 2025. Effectively expired.
Shelves
The April 2025 shelf has
$137,232,000 remaining raisable of
$150,000,000 total capacity, no baby shelf restriction, effective May 2025, expiring May 2028. Only
$12,768,000 raised to date. This is the active and unrestricted facility.
The September 2024 shelf has
$44,532,073 remaining of
$50,000,000 total capacity, no baby shelf restriction, effective September 2024, expiring September 2027.
$5,467,927 raised to date.
The headline here is the negative enterprise value. At
$3.09/share the company holds
$7.49 in net cash per share, meaning the market is essentially paying you
$4.40 per share to own the underlying business. That sounds like a value opportunity but requires understanding why. The company raised
$144M at
$0.10/share in January 2025 and then executed a massive reverse split to get back to compliance, which collapsed the share count from hundreds of millions to 2.67M. Investors who participated at
$0.10 and received warrants at
$0.20 are sitting on massive losses even post-split, creating persistent overhead selling pressure. The Series A warrants with full ratchet and reset mechanics, the remaining Series C preferred, and the Cavalry, WVP, and White Lion investor group are all structures that historically create continuous conversion and dilution pressure. The two unrestricted shelves totaling over
$180M in remaining capacity mean the company can raise at will without restriction. The 32.5 months of cash runway at current burn is genuinely strong and the MRS technology story may have clinical merit, but the structural overhang from the January 2025 raise and the reset mechanics on the Series A warrants are the primary risks to current shareholders.
