Business Context and Reporting Period
Company: Aclarion, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: March 19, 2026
Event: Adoption of a Stockholder Rights Agreement (Rights Plan) and declaration of a dividend of rights to existing stockholders and warrant holders.
Key Financial Metrics
This filing is a current report regarding a corporate governance action and does not contain financial performance data. The following metrics are not provided in this document:
- Revenue, profit, and cash flow
- Operating margins
- Debt levels and liquidity positions
Plan-Specific Financial Terms:
- Exercise Price: $14.00 per Right.
- Underlying Security: One one-thousandth of a share of Series D Junior Participating Preferred Stock.
- Redemption Price: $0.001 per Right (subject to adjustment).
- Preferred Stock Liquidation Preference: $1,000 plus accrued dividends per share.
Material Changes Versus Prior Period
There are no financial changes to report. The material change is the implementation of a defensive "poison pill" strategy:
- Adoption of Rights Plan: The Board adopted a stockholder rights agreement to deter unsolicited takeover attempts without paying a control premium.
- Dividend Declaration: A dividend of one Right per outstanding share of Common Stock and per Rights-Eligible Warrant was declared.
- Record Date: March 30, 2026.
- Preferred Stock Creation: A Certificate of Designation for 10,000 shares of Series D Junior Participating Preferred Stock was filed and became effective.
Guidance, Outlook, and Risks
Management Commentary: The Rights Plan is intended to enable stockholders to realize long-term value and ensure the Board has sufficient time to evaluate any control proposals. It was not adopted in response to a specific acquisition proposal.
Key Mechanics and Risks:
- Trigger Threshold: Rights become exercisable if any person or group acquires 10% or more of the outstanding Common Stock (an "Acquiring Person").
- Flip-In Provision: Upon a Flip-In Event, holders (excluding the Acquiring Person) may purchase Common Stock with a value equal to two times the exercise price ($28.00 value per Right).
- Flip-Over Provision: In the event of a merger or asset sale following a Stock Acquisition Date, rights may be exchanged for stock of the acquiring company with a value equal to two times the exercise price.
- Expiration: The Rights expire on the earliest of March 18, 2027, redemption, exchange, or a Board-approved merger.
- Tax Implications: While the distribution is generally not taxable, stockholders may recognize taxable income if Rights become exercisable or are redeemed.
Investor Verification Checklist
- Verify the Record Date of March 30, 2026, to confirm eligibility for the Rights dividend.
- Review the full text of the Stockholder Rights Agreement (Exhibit 4.1) for specific exceptions to the 10% ownership threshold.
- Confirm the status of any existing beneficial ownership positions to ensure they do not inadvertently trigger the Rights Plan.
- Monitor for any future press releases regarding the redemption of Rights or the expiration of the plan.