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 aims 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 takeover proposal and is not intended to deter fair offers.
The rights plan, similar to those adopted by other publicly traded companies, declares 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, subject to adjustment. Initially, the rights will trade with the common stock and warrants and will not be exercisable.
The rights become exercisable if an acquiring person beneficially owns 10% or more of the common stock in a transaction not approved by the board. Existing holders who own 10% or more prior to the announcement are grandfathered but cannot increase their ownership without triggering the plan. Upon triggering, each right (except those held by the acquiring person, which become void) allows the holder to receive shares of common stock valued at twice the exercise price. In a merger or similar 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 at its option and can redeem the rights for $0.001 per right.
Key to the plan is that it does not contain any “dead-hand,” “slow-hand,” or similar provisions 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 by the board, or terminated upon the closing of a merger approved by the board before any person becomes an acquiring person.
This decision reflects Aclarion’s commitment to safeguarding shareholder interests and ensuring the board has sufficient time to evaluate any unsolicited approaches. The company noted that the rights plan applies equally to all current and future stockholders and is designed to protect long-term value. Aclarion, a healthcare technology company focused on chronic low back pain through its Nociscan platform, has retained Goodwin Procter LLP as legal counsel. Additional details will be filed in a Form 8-K with the SEC.
