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 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. The board emphasized that the plan was not adopted in response to any specific takeover proposal and is not intended to deter offers that are fair and in the best interests of stockholders.
Under the Rights 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. Each right initially trades with the common stock and becomes exercisable if an acquiring person obtains beneficial ownership of 10% or more of the common stock without board approval. If triggered, each right (except those held by the acquiring person) entitles the holder to purchase additional shares at a discount, diluting the acquirer's stake. The board may also exchange rights for common stock or redeem them at $0.001 per right.
The plan includes a grandfather clause for existing holders who owned more than 10% before the announcement, allowing them to maintain their ownership but not acquire additional shares without triggering the plan. The rights plan expires on March 18, 2027, unless earlier redeemed or exchanged. Aclarion noted that the plan does not contain any dead-hand or slow-hand provisions that would limit a future board's ability to redeem the rights. Goodwin Procter LLP is serving as legal counsel for the company.
Aclarion is a healthcare technology company focused on using Magnetic Resonance Spectroscopy and augmented intelligence to optimize clinical treatments, particularly for chronic low back pain through its Nociscan platform. The company's stock and warrants trade on Nasdaq under the symbols ACON and ACONW. For more details, the company will file a Form 8-K with the SEC. Additional information is available on the company's newsroom at https://tinyurl.com/aconnewsroom.
