Accendra Health Adopts Tax-Asset Preservation Plan and Issues Rights

What Happened
Accendra Health, Inc. announced on Aug. 10, 2026 that its Board adopted a Section 382 Tax Asset Preservation Plan and declared a dividend of one preferred share purchase right (“Right”) for each outstanding common share (record date Aug. 20, 2026). The Rights are governed by a Rights Agreement dated Aug. 10, 2026 with Computershare Trust Company, N.A. The plan is designed to help preserve the Company’s net operating losses (NOLs) and other U.S. federal tax attributes by deterring ownership changes that could limit the Company’s ability to use those tax attributes under Section 382 of the Internal Revenue Code.

Key Details

• Rights: one Right per common share outstanding as of the Record Date (Aug. 20, 2026); initially attached to common shares and will separate on a “Distribution Date” if a Person or group acquires beneficial ownership of 4.9% or more of common shares, or if a qualifying tender/exchange offer begins.
• Exercise / preferred: each Right (if exercisable) allows purchase of 1/1,000 of a share of newly designated Series C Cumulative Preferred Stock at $15.00 per 1/1,000 preferred share (subject to adjustment).
• Threshold / protections: the plan is intended to deter any Person or group from acquiring beneficial ownership of 4.9% or more; Grandfathered Shareholders (those with ≥4.9% at announcement) and other Exempt Persons may be carved out in limited circumstances.
• Term / expiry: Rights expire upon board determination that the plan is no longer needed or the NOLs are used, or on Aug. 10, 2029 (final expiration date). Board may redeem Rights prior to certain trigger dates at $0.001 per Right.
• Corporate action: Board approved and filed Articles of Amendment designating the Series C Preferred Stock on Aug. 10, 2026; a press release was issued the same day.

Why It Matters
This action is a defensive, tax-focused measure intended to protect Accendra’s ability to use accumulated NOLs and other tax attributes to offset future taxable income. For investors, the plan reduces the likelihood that a single investor or group can acquire a stake large enough to trigger an “ownership change” under Section 382, which could otherwise substantially limit the value of the Company’s tax attributes. The Rights do not change shareholder voting or dividend rights unless and until they separate and become exercisable under the plan’s triggers.