Aclarion (ACON) Proxy Filing summary

Executive summary

• The annual meeting will be held in December 2024 to elect seven directors, ratify the auditor, approve share issuances under financing agreements, authorize a reverse stock split, and amend the equity incentive plan.

• The board recommends voting in favor of all proposals, including director elections, auditor ratification, share issuances, reverse stock split, and equity plan amendment.

• Only stockholders of record as of November 2024 are entitled to vote; voting can be done in person, by mail, or online.

Voting matters and shareholder proposals

• Proposals include electing seven directors, ratifying Haynie & Company as auditor, authorizing share issuances under the ELOC, Series B and C Preferred financings, approving a reverse stock split, and amending the 2022 Equity Incentive Plan.

• Shareholder approval is sought for share issuances exceeding 19.99% of outstanding shares under Nasdaq rules.

• The reverse stock split proposal allows the board to combine shares at a ratio between 1-for-5 and 1-for-400 within one year.

• Stockholders may submit proposals for the 2025 meeting in accordance with SEC and bylaw requirements.

Board of directors and corporate governance

• Seven director nominees, all current directors, are up for election; most are independent except for three.

• The board has audit, compensation, and nominating/governance committees, each with independent members and defined charters.

• The board values diversity and has a formal process for nominating directors, including stockholder recommendations.

• A lead independent director provides oversight when the chairman is also an executive officer.