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 plan is designed to protect the long-term interests of all stockholders by reducing the likelihood that any person or group gains control of the company without paying an appropriate control premium. It also aims to give the board sufficient time to make informed decisions in the best interest of Aclarion and its stockholders.
According to the company, the rights plan applies equally to all current and future stockholders and was not adopted in response to any specific acquisition proposal. It is not intended to deter offers or preclude the board from considering fair proposals. The plan is similar to those adopted by other publicly traded companies and includes 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.
Under the terms, each right entitles the holder to purchase one one-thousandth of a share of Series D Junior Participating Preferred Stock at a cash exercise price of $14.00 per right, subject to adjustment. The rights become exercisable if an entity or group acquires 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 plan.
In the event of a triggering ownership threshold being crossed, each right (except those held by the acquiring person, which become void) entitles the holder to receive shares of common stock with a market value equal to two times the exercise price. A similar provision applies in the case of a merger or change of control. The board may also exchange each right for one share of common stock or redeem the rights at $0.001 per right. The plan does not include 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 by the board or terminated upon the closing of a merger or acquisition approved by the board before any person becomes an acquiring person. Additional details are available in a Form 8-K to be filed with the SEC.
Aclarion is a healthcare technology company focused on using Magnetic Resonance Spectroscopy, signal processing, and augmented intelligence to optimize clinical treatments. Its first product, Nociscan, is a SaaS platform designed to help physicians distinguish between painful and nonpainful discs in the lumbar spine. More information can be found at www.aclarion.com.
This announcement is significant as it signals Aclarion's commitment to protecting shareholder value amid potential market volatility. The adoption of a rights plan, often called a "poison pill," is a defensive measure that can deter hostile takeovers and ensure that any acquisition attempts are fair to all stockholders. For a small-cap company like Aclarion, this move may provide stability and allow the board to focus on long-term strategic goals without undue pressure from activist investors or unsolicited bids.
