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 to reduce the likelihood that any person or group gains control of the company without paying all stockholders an appropriate control premium. The plan will help ensure the Board has sufficient time to make informed decisions that are in the best interest of Aclarion and its stockholders.
The Rights Plan applies equally to all current and future stockholders and was not adopted in response to any specific proposal to acquire control of the company. It is not intended to deter offers or preclude the Board from considering offers that are fair and otherwise in the best interests of all stockholders. Under the 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, and for shares issued thereafter until the rights become exercisable. 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 obtains beneficial ownership of 10% or more of the common stock in a transaction not approved by the Board. Existing holders above that threshold are grandfathered but cannot increase their ownership without triggering the plan. If triggered, each right (other than those held by the acquiring person, which become void) entitles the holder to receive shares of common stock having a market value equal to two times the exercise price. In a merger or similar change of control, holders would receive shares of the acquiring company with the same value. The Board may redeem the rights at $0.001 per right or exchange them for one share of common stock 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, or terminated upon the closing of a merger or acquisition approved by the Board. Additional details are available in a Form 8-K to be filed with the SEC. Goodwin Procter LLP is serving as legal counsel. 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. More information is available at www.aclarion.com.
This press release contains forward-looking statements, and actual results may differ materially due to risks and uncertainties discussed in Aclarion's SEC filings. The company disclaims any obligation to update these statements. The latest news and updates relating to $ACON are available in the company's newsroom at https://tinyurl.com/aconnewsroom.
