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 an appropriate control premium.
The rights plan applies equally to all current and future stockholders. According to the company, it was not adopted in response to any specific acquisition proposal and is not intended to deter offers that are fair and in the best interests of stockholders. Instead, it aims to give the board sufficient time to evaluate any unsolicited takeover attempts.
Under the terms, 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. 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 or group obtains beneficial ownership of 10% or more of the common stock in a transaction not approved by the board. If a person or group already owns 10% or more before the announcement, their ownership is grandfathered, but any subsequent increase triggers the rights. Once triggered, each right (except those held by the acquiring person) allows the holder to receive common stock worth twice the exercise price. In a merger or change of control, holders would receive shares of the acquiring company with twice the market value.
The board may redeem the rights at $0.001 per right or exchange them for common stock. The plan contains no dead-hand, slow-hand, or no-hand 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, or terminated upon a board-approved merger.
This move is particularly significant for Aclarion, a healthcare technology company focused on chronic low back pain. Its Nociscan platform uses Magnetic Resonance Spectroscopy and augmented intelligence to help physicians distinguish between painful and nonpainful discs. The rights plan ensures that the board can focus on long-term strategic goals without disruption from activist investors or hostile takeovers.
Additional details are available in a Form 8-K filed with the SEC. Goodwin Procter LLP is serving as legal counsel for Aclarion.
