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 in one year. The Rights Plan is designed to enable all stockholders to realize the long-term value of their investment and reduce the likelihood that any person or group gains control of the Company without paying an appropriate control premium. The Board emphasized that the plan was not adopted in response to any specific acquisition 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. 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 per right, subject to adjustment. 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 owners above the 10% threshold prior to the announcement are grandfathered but cannot increase their ownership without triggering the plan.
If the rights become exercisable, each right (except those held by the acquiring person, which become void) allows the holder to receive shares of common stock with a market value equal to two times the exercise price. In a merger or change of control, holders would receive shares of the acquiring company's common stock with the same value. The Board may also exchange each right for one share of common stock, subject to adjustment, and can redeem the rights at $0.001 per right. The Rights Plan does not include any dead-hand, slow-hand, or no-hand features that would limit a future board's ability to redeem the rights.
The plan will expire on March 18, 2027, unless earlier redeemed or exchanged by the Board or terminated upon the closing of a merger or other acquisition transaction approved by the Board prior to any person becoming an acquiring person. Additional information will be contained in a Form 8-K to be filed with the SEC. Goodwin Procter LLP is serving as legal counsel for Aclarion.
Aclarion is a healthcare technology company using Magnetic Resonance Spectroscopy and augmented intelligence to optimize clinical treatments, first addressing chronic low back pain with its Nociscan platform. For more information, visit www.aclarion.com.
