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 plan is intended to enable all stockholders to realize the long-term value of their investment 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 will help ensure the Board has sufficient time to make informed decisions in the best interest of Aclarion and its stockholders.
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. It 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. The terms are similar to those of plans adopted by other publicly traded companies.
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 the close of business on 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. Initially, these rights will not be exercisable and will trade with, and be represented by, the Common Stock and the Rights-Eligible Warrants.
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 prior to the announcement, that ownership will be grandfathered, and rights become exercisable if such person increases ownership after the announcement.
In the event that 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 a merger or similar change of control, 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. The Board may exchange each right at an exchange ratio of one share of Common Stock per outstanding right or 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. Goodwin Procter LLP is serving as legal counsel for Aclarion. For more information about the company, please visit https://www.aclarion.com.
