8-K - Aclarion, Inc. | StockGist

AI Analysis

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Aclarion, Inc. adopted a stockholder rights agreement on March 19, 2026, declaring a dividend of one right per outstanding share of common stock and per Rights-Eligible Warrant to holders of record on March 30, 2026. The rights plan, with a one-year duration, aims to protect stockholders by requiring a control premium for any acquisition of 10% or more of common stock.

Key Takeaways

1Board of directors adopted Stockholder Rights Agreement dated March 19, 2026, with VStock Transfer, LLC as rights agent.

2Dividend of one Right per share of Common Stock (par value $0.00001) and per Rights-Eligible Warrant, record date March 30, 2026.

3Each Right entitles holder to purchase one one-thousandth of a Series D Junior Participating Preferred Stock share at $14.00 exercise price.

4Rights become exercisable upon 10% beneficial ownership by an Acquiring Person, triggering flip-in event for 2x exercise price value in Common Stock.

5Rights expire on March 18, 2027, or earlier upon redemption, exchange, or approved merger.

6Certificate of Designation for 10,000 shares of Series D Junior Participating Preferred Stock filed with Delaware Secretary of State, effective March 19, 2026.

Current Report Details

Event Type

Material Agreement+4 More

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. Entry into a Material Definitive Agreement. The information set forth in Item 3.03 of this Current Report is incorporated into this Item 1.01 by reference. It

Material Agreement

$14.00

3.03

of this Current Report is incorporated into this Item 5.03 by reference. The Certificate of Designation has been filed with the Delaware Secretary of State and

Securities Modification

5.03

. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On the Effective Date, in connection with the adoption of the Rights Agreement descr

Charter Amendment

8.01

. Other Events. On March 19, 2026, the Company issued a press release announcing the adoption of the Rights Agreement, among other things. A copy of that press

Other Event

9.01

. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Designation of Series D Junior Participating Preferred Stock of Ac

Exhibits Only

Source Document

Transaction Details

Material Agreement

Agreement: Stockholder Rights Agreement
Parties: Aclarion, Inc., VStock Transfer, LLC

•Dated as of March 19, 2026
•Declares dividend of one Right for each outstanding share of Common Stock and Rights-Eligible Warrant as of record date March 30, 2026
•Rights exercisable to purchase one one-thousandth share of Series D Junior Participating Preferred Stock at $14.00 per Right
•Rights trigger on Stock Acquisition Date when person or group becomes Acquiring Person with 10% or more beneficial ownership of Common Stock
•Flip-in Event provides Common Stock value equal to two times exercise price
•Flip-over Event in merger or asset sale provides acquiring company common stock value equal to two times exercise price
•Expires on March 18, 2027 or earlier
•Board may redeem Rights at $0.001 per Right prior to trigger

Exhibits (2)

8-K

FORM 8-K

99.1

PRESS RELEASE