Aclarion, Inc. Adopts Stockholder Rights Plan: Key Details for Investors
Aclarion, Inc. Adopts Limited Duration Stockholder Rights Plan: What Investors Need to Know
Key Points from the Announcement
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Adoption of Stockholder Rights Plan: On March 19, 2026, Aclarion, Inc. (Nasdaq: ACON, ACONW) announced that its Board of Directors has unanimously adopted a limited duration stockholder rights plan (the “Rights Plan”), effective immediately and set to expire in one year, on March 18, 2027.
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Purpose of the Rights Plan: The Rights Plan is designed to protect the interests of all shareholders by ensuring they realize the long-term value of their investment and by reducing the likelihood that any person or group could gain control of the Company without paying all shareholders a fair control premium. The plan gives the Board sufficient time to evaluate any potential acquisition proposals and act in the best interests of the Company and its shareholders.
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Plan Applies to All Shareholders: The Rights Plan applies equally to all current and future shareholders. Importantly, it was not adopted in response to any specific takeover proposal and does not prevent the Board from considering offers deemed fair and beneficial to all shareholders.
Detailed Terms of the Rights Plan
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Dividend Distribution: The Company declared a dividend of one preferred stock purchase right for each share of common stock and each “Rights-Eligible Warrant” (as defined in the plan), outstanding as of the close of business on March 30, 2026 (the “Record Date”). This right also extends to any shares of common stock or Rights-Eligible Warrants issued between the Record Date and the earlier of the “Distribution Time” or “Expiration Time.”
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Exercise Price and Mechanism: Each right allows the holder to purchase one one-thousandth (1/1,000th) of a share of Series D Junior Participating Preferred Stock at a cash exercise price of \$14.00 per right, subject to adjustment under certain conditions.
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Triggering Threshold: The rights become exercisable if any person or group (the “acquiring person”) acquires beneficial ownership of 10% or more of the Company’s common stock without Board approval. If a shareholder already owns 10% or more prior to this announcement, their ownership is “grandfathered”—but any further increase in ownership will trigger the plan.
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Actions Upon Trigger: If the 10% threshold is crossed, each right (except those held by the acquiring person/group) allows the holder to acquire Company common stock with a market value equal to twice the exercise price. In the event of a merger or similar change of control, each right (except those held by the triggering party) entitles its holder to shares of the acquiring company valued at twice the exercise price.
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Redemption and Expiration: The Board has the authority to redeem the rights at \$0.001 per right. The Rights Plan expires on March 18, 2027, unless it is redeemed, exchanged, or terminated earlier, such as upon closing of a Board-approved merger or acquisition.
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No “Dead-Hand” Provisions: The plan does not include features that would limit a future Board’s ability to redeem the rights, such as “dead-hand,” “slow-hand,” or “no-hand” provisions.
Potential Impact for Shareholders
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Price Sensitivity: The adoption of the Rights Plan is a significant defensive measure that could affect the share price by discouraging hostile takeovers and ensuring that all shareholders benefit from any control premium in the event of a change in control. These plans are often referred to as “poison pills” and can have a direct impact on market sentiment.
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Shareholder Protections: Existing shareholders with more than 10% ownership are not immediately affected but are restricted from increasing their stake or acting in concert with others to acquire more, unless Board approval is obtained.
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Not Adopted in Response to Any Specific Offer: The Board clarified that the Rights Plan is a proactive measure and not in response to any current takeover proposal.
Company Background and Legal Advisors
Aclarion, Inc. is a healthcare technology company specializing in the use of Magnetic Resonance Spectroscopy (MRS), proprietary signal processing, biomarkers, and augmented intelligence algorithms to optimize clinical treatments. The company’s first product, Nociscan, is a SaaS platform that helps physicians distinguish between painful and non-painful discs in the lumbar spine for patients with chronic low back pain.
Goodwin Procter LLP is serving as legal counsel for Aclarion regarding this Rights Plan.
Forward-Looking Statements
This announcement contains forward-looking statements related to the anticipated benefits and consequences of the Rights Plan. These statements are based on current expectations and are subject to risks and uncertainties, including the effectiveness of the Rights Plan in achieving its intended purpose. Investors are encouraged to review the company’s filings with the SEC for additional risk factors and further details.
Contact Information
Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should consult with their financial advisors and review the company’s public filings before making any investment decisions. Past performance is not indicative of future results. Forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially.
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