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 healthcare technology company, which leverages Magnetic Resonance Spectroscopy and augmented intelligence algorithms to address chronic low back pain, stated that the plan will help ensure the Board has sufficient time to make informed decisions that are 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.
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. 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 prior to the announcement, that ownership will be grandfathered, but the rights will become exercisable if such person or group increases its ownership after the announcement.
In the event that the rights become exercisable, 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. Similarly, in a merger or change of control scenario, each right would entitle its holder to receive shares of the acquiring company's common stock with double the exercise price value. The Board may exchange each right for one share of Common Stock or redeem the rights at $0.001 per right.
For business leaders and technology investors, this development signals Aclarion's commitment to protecting shareholder value during a period when healthcare technology companies are increasingly targeted for acquisition. The plan's structure prevents hostile takeovers while allowing the Board to consider fair offers, potentially creating a more stable environment for the company's continued development of its Nociscan platform for chronic low back pain diagnosis.
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 will be contained in a current report on Form 8-K to be filed with the U.S. Securities and Exchange Commission. More information about the company is available at https://www.aclarion.com.
