Aclarion, Inc. announced that its Board of Directors has unanimously adopted a limited duration stockholder rights plan effective immediately and expiring on March 18, 2027. The Rights Plan is intended to enable all stockholders to realize the long-term value of their investment in Aclarion and reduce the likelihood that any person or group gains control of the Company without paying all stockholders an appropriate control premium.
The Rights Plan applies equally to all current and future stockholders and was not adopted in response to any specific proposal to acquire control of the Company. According to the Company, the plan is not intended to deter offers or preclude the Board from considering offers that are fair and otherwise in the best interests of all stockholders.
Pursuant to the Rights Plan, Aclarion declared a dividend distribution of one preferred stock purchase right for each share of the Company's common stock and each Rights-Eligible Warrant outstanding as of March 30, 2026. One right will automatically attach to each share of Common Stock and each Rights-Eligible Warrant, including shares that become issued and outstanding after the Record Date and before the rights become exercisable.
Each right entitles the registered holder to purchase from the Company 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 will become exercisable if an entity, person or group acquires beneficial ownership of 10% or more of the shares of Common Stock in a transaction not approved by the Board.
If a person or group beneficially owns 10% or more of the outstanding shares of Common Stock prior to the Company's announcement of the adoption of the Rights Plan, that person's or group's existing ownership will be grandfathered. The rights would become exercisable if at any time after the announcement such person or group increases its ownership of Common Stock.
In the event that the rights become exercisable due to the triggering ownership threshold being crossed, each right will entitle its holder to receive shares of Common Stock having a market value equal to two times the exercise price of the right. In addition, in the event of a merger or similar change of control of the Company, each right will entitle its holder to receive shares of common stock of the acquiring company having a market value equal to two times the exercise price of the right.
The Board, at its option, may exchange each right in whole or in part, at an exchange ratio of one share of Common Stock per outstanding right, subject to adjustment. Except as provided in the Rights Plan, the Board is entitled to redeem the rights at $0.001 per right. The Rights Plan does not contain any dead-hand, slow-hand, no-hand or similar feature that would limit the ability of a future Board to redeem the rights.
Additional information regarding the Rights Plan and a copy of the plan will be contained in a current report on Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission. For more information about Aclarion, please visit https://www.aclarion.com. The latest news and updates relating to the company are available at https://tinyurl.com/aconnewsroom.
This development is significant for investors and the healthcare technology industry as it represents a defensive measure against potential hostile takeovers. By implementing this Rights Plan, Aclarion aims to protect shareholder value and ensure that any acquisition attempts would require paying a fair premium to all stockholders. The plan provides the Board with additional time to evaluate any acquisition proposals thoroughly, potentially preventing rushed decisions that might not serve long-term shareholder interests.
For the healthcare technology sector, particularly companies like Aclarion that are developing innovative solutions such as the Nociscan platform for chronic low back pain, such protective measures can be crucial. They allow management to focus on long-term strategic goals without the distraction of potential hostile takeover attempts. The Rights Plan's limited one-year duration indicates it is a temporary measure rather than a permanent barrier to acquisition, balancing protection against entrenchment concerns.
The implications extend beyond Aclarion's immediate shareholders to the broader market for healthcare technology companies. Rights plans, commonly known as "poison pills," can affect how investors perceive a company's vulnerability to acquisition and may influence investment decisions. For Aclarion specifically, this move signals the Board's commitment to protecting the company's independence while it continues developing its proprietary Magnetic Resonance Spectroscopy technology and augmented intelligence algorithms.
