Aclarion, Inc. 8-K

What Happened

• On March 19, 2026, Aclarion, Inc.'s board adopted a stockholder rights agreement (a "Rights Plan") and declared a dividend of one Right for each outstanding share of common stock and equivalent Rights for certain warrants. The Rights Agreement was entered with VStock Transfer, LLC as rights agent and a press release was issued the same day.
• Each Right entitles the holder to purchase one one‑thousandth of a share of newly‑created Series D Junior Participating Preferred Stock at an exercise price of $14.00 per Right (subject to adjustment). The Record Date for the dividend of Rights is March 30, 2026.

Key Details

• Adoption date: March 19, 2026; Record Date: March 30, 2026; Rights expire no later than March 18, 2027 (subject to earlier redemption/exchange).
• Trigger: A person or group becomes an "Acquiring Person" if they beneficially own 10% or more of outstanding common stock (with certain customary exceptions and "grandfathering" of existing holders).
• Flip‑in / flip‑over protection: If an Acquiring Person emerges, holders (other than the Acquiring Person) can receive stock (or stock of an acquirer) worth twice the exercise price upon exercise of Rights; Rights are not exercisable until a Distribution Time.
• Redemption/exchange: The Board may redeem all Rights for $0.001 per Right before a takeover threshold, or exchange Rights for shares (or a fraction of preferred stock) under specified conditions.

Why It Matters

• The Rights Plan is a defensive measure intended to protect all stockholders by making an unsolicited control acquisition more costly, while giving the Board time to evaluate offers and seek the best outcome for shareholders.
• For investors, the plan affects ownership dynamics (the 10% threshold, grandfathering rules) and could influence how a takeover or large accumulation of shares would be handled. The Rights themselves do not change voting or dividend rights until they become exercisable and are generally attached to common shares and certain warrants until separated.
• The full Rights Agreement and related Certificate of Designation for the Series D Preferred are filed as exhibits to the 8‑K for those seeking the complete legal terms.