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 stockholders by reducing the likelihood that any person or group gains control without paying an appropriate control premium.
According to the company, the plan was not adopted in response to any specific takeover proposal but aims to ensure the board has sufficient time to make informed decisions that benefit all stockholders. The Rights Plan applies equally to all current and future stockholders and includes provisions similar to those adopted by other publicly traded companies.
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. Initially, the rights will trade with the common stock and warrants and become exercisable only if an acquiring person accumulates 10% or more of the common stock in a transaction not approved by the board. Existing stockholders who already own more than 10% as of the announcement are grandfathered but cannot acquire additional shares without triggering the plan.
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. If triggered, rights holders (other than the acquiring person) can receive shares of common stock valued at two times the exercise price. The board may also exchange rights for common stock at an exchange ratio of one share per right or redeem the rights at $0.001 each.
The Rights Plan does not include any “dead-hand” or “slow-hand” features that would limit a future board’s ability to redeem the rights. It will expire on March 18, 2027, unless earlier redeemed or exchanged, or terminated upon closing of a board-approved merger. Additional details are available in a Form 8-K filed with the SEC.
Aclarion is a healthcare technology company focused on noninvasive diagnostics for chronic low back pain using its Nociscan platform. The company’s stock trades on Nasdaq under the symbol ACON. For more information, visit the company’s newsroom.
