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 designed to protect the long-term interests of stockholders by reducing the likelihood that any person or group gains control of the company without paying an appropriate control premium.
According to the company, the rights plan applies equally to all current and future stockholders and was not adopted in response to any specific takeover proposal. Instead, it aims to give the board sufficient time to evaluate any unsolicited offers and make informed decisions that align with the best interests of Aclarion and its stockholders.
Under the terms of 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 March 30, 2026. These rights will initially trade with the common stock and warrants and will become exercisable only if an acquiring person obtains beneficial ownership of 10% or more of the common stock in a transaction not approved by the board. If triggered, each right (except those held by the acquiring person) entitles the holder to purchase shares of common stock at a 50% discount, effectively diluting the acquirer's stake.
The rights plan includes a grandfathering provision for existing stockholders who already own 10% or more, as long as they do not increase their ownership. The board retains the option to redeem the rights at $0.001 per right or exchange them for common stock on a one-for-one basis. Notably, 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.
Additional details regarding the rights plan will be filed with the SEC in a Form 8-K. Goodwin Procter LLP is serving as legal counsel for Aclarion.
This move comes as Aclarion continues to focus on its healthcare technology platform, Nociscan, which uses Magnetic Resonance Spectroscopy and augmented intelligence to help physicians distinguish between painful and nonpainful discs in the lumbar spine. The company believes the rights plan will enable stockholders to realize the long-term value of their investment while the board evaluates strategic opportunities.
For more information about the company, visit www.aclarion.com.
