BROOMFIELD, Colo. – Aclarion, Inc. (Nasdaq: ACON, ACONW) announced that its Board of Directors has unanimously adopted a limited duration stockholder rights plan, effective immediately and expiring in one year. The plan is designed to protect the long-term value of stockholder investments and to ensure that any acquisition of control occurs at an appropriate premium for all shareholders.
The Rights Plan is not a response to any specific takeover proposal but aims to give the board adequate time to evaluate any unsolicited offers and make decisions in the best interest of all stockholders. The plan applies equally to all current and future shareholders, and its terms are similar to those adopted by other publicly traded companies.
Under the plan, Aclarion declared a dividend of one preferred stock purchase right for each share of common stock and each eligible warrant outstanding as of March 30, 2026. The rights become exercisable if a person or group acquires beneficial ownership of 10% or more of the common stock without board approval. Existing holders above that threshold are grandfathered but cannot increase their ownership without triggering the plan.
Each right initially allows the holder to purchase one one-thousandth of a share of Series D Junior Participating Preferred Stock at an exercise price of $14.00. If triggered, rights holders (excluding the acquiring person) can receive shares of common stock worth twice the exercise price. The board may redeem the rights at $0.001 per right or exchange them for common stock under certain conditions.
The plan does not include dead-hand or similar provisions that would limit a future board's ability to redeem the rights. It will expire on March 18, 2027, unless earlier redeemed or terminated upon a board-approved merger.
Goodwin Procter LLP is serving as legal counsel for Aclarion. Additional details are available in a Form 8-K to be filed with the SEC. For more information about Aclarion and its Nociscan platform for chronic low back pain, visit www.aclarion.com.
This adoption underscores the board's proactive stance on corporate governance and shareholder value protection, especially as the company continues to advance its healthcare technology solutions.
