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 Rights Plan applies equally to all current and future stockholders and was not adopted in response to any specific acquisition proposal. It is intended to ensure the Board has sufficient time to make informed decisions in the best interest of Aclarion and its stockholders. The terms are similar to plans adopted by other publicly traded companies.
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. Initially, these rights will not be exercisable and will trade with the common stock and warrants. 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 entity or group acquires beneficial ownership of 10% or more of common stock in a transaction not approved by the Board. Existing owners with 10% or more ownership before the announcement are grandfathered but cannot increase their holdings without triggering the plan. If triggered, each right (except those held by the acquiring person) entitles the holder to receive shares of common stock valued at two times the exercise price. The Board may also exchange each right for one share of common stock or redeem the rights at $0.001 per right.
The Rights Plan will expire on March 18, 2027, unless earlier redeemed or terminated upon a merger approved by the Board. Additional details will be filed in a Form 8-K with the SEC. Goodwin Procter LLP is serving as legal counsel for Aclarion.
Aclarion is a healthcare technology company leveraging 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.
