Aclarion, Inc. (Nasdaq: ACON, ACONW) announced today that its Board of Directors has unanimously adopted a limited duration stockholder rights plan, effective immediately and expiring on March 18, 2027. The plan is intended to enable all stockholders to realize the long-term value of their investment and reduce the likelihood that any person or group gains control without paying an appropriate control premium. The board emphasized that the plan was not adopted in response to any specific takeover proposal and is not intended to deter offers that are fair and in the best interests of all stockholders.
Under the Rights Plan, Aclarion declared a dividend distribution of one preferred stock purchase right for each share of common stock and each Rights-Eligible Warrant outstanding as of the close of business on March 30, 2026. The rights will initially trade with the common stock and warrants and will not be exercisable until triggered. The rights become exercisable if an acquiring person or group obtains beneficial ownership of 10% or more of the common stock in a transaction not approved by the board. Existing holders who already own 10% or more are grandfathered but cannot increase their ownership without triggering the plan.
Each right entitles the holder to purchase one one-thousandth of a share of Series D Junior Participating Preferred Stock at an exercise price of $14.00, subject to adjustment. If triggered, rights holders (other than the acquiring person) can receive shares of common stock with a market value equal to twice the exercise price. In a merger or similar change of control, holders can receive shares of the acquiring company’s common stock valued at twice the exercise price. The board may also exchange each right for one share of common stock, subject to adjustment, or redeem the rights at $0.001 per right.
The plan does not contain any dead-hand, slow-hand, or no-hand features that would limit a future board’s ability to redeem the rights. The Rights Plan will expire on March 18, 2027, unless earlier redeemed or exchanged by the board, or terminated upon the closing of a board-approved merger or acquisition. Additional details will be filed with the SEC in a Form 8-K. Goodwin Procter LLP is serving as legal counsel for Aclarion.
Aclarion is a healthcare technology company that leverages Magnetic Resonance Spectroscopy, proprietary signal processing, biomarkers, and augmented intelligence algorithms to optimize clinical treatments. The company first addresses the chronic low back pain market with Nociscan, a SaaS platform that noninvasively helps physicians distinguish between painful and nonpainful discs in the lumbar spine. For more information, visit www.aclarion.com.
