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
Board of directors adopted Stockholder Rights Agreement dated March 19, 2026, with VStock Transfer, LLC as rights agent.
Dividend of one Right per share of Common Stock (par value $0.00001) and per Rights-Eligible Warrant, record date March 30, 2026.
Each Right entitles holder to purchase one one-thousandth of a Series D Junior Participating Preferred Stock share at $14.00 exercise price.
Rights become exercisable upon 10% beneficial ownership by an Acquiring Person, triggering flip-in event for 2x exercise price value in Common Stock.
Rights expire on March 18, 2027, or earlier upon redemption, exchange, or approved merger.
Certificate of Designation for 10,000 shares of Series D Junior Participating Preferred Stock filed with Delaware Secretary of State, effective March 19, 2026.