Aclarion (ACON) Proxy Filing summary

Executive summary

• A special meeting of stockholders is scheduled for September 2024 to vote on a reverse stock split proposal, with the board recommending approval.

• The reverse stock split would allow the board to combine outstanding shares at a ratio between 1-for-5 and 1-for-50, to be determined at the board's discretion within one year of approval.

• The primary goal is to increase the per-share price to regain compliance with Nasdaq's minimum bid price requirement and attract a broader investor base.

• If approved, the board may implement or abandon the split at its discretion, considering market and company conditions.

Voting matters and shareholder proposals

• The sole proposal is to grant the board authority to amend the certificate of incorporation for a reverse stock split within a specified ratio range.

• Approval requires a majority of votes cast; abstentions and broker non-votes have no effect.

• Brokers may exercise discretion to vote uninstructed shares on this routine matter.

• No appraisal rights are available to stockholders for this proposal.

Board of directors and corporate governance

• The board unanimously recommends voting in favor of the reverse stock split proposal.

• Proxies are solicited by the board, with Brent Ness and Jeffrey Thramann designated as proxies.

• The board may abandon the reverse stock split even after stockholder approval if deemed not in the best interest of the company.