🧾 What This Document Is

This is a preliminary proxy statement (called a "PRE 14A"). Think of it as an invitation and an instruction manual for a company's most important annual meeting. Aclarion, Inc. is sending this to its shareholders ahead of their 2026 Annual Meeting on June 4th.

👉 In simple terms: Shareholders own pieces of the company. This document tells them what will be voted on, gives them information to make decisions, and explains how to cast their votes, even if they can't attend in person.

🏢 What The Company Does

Aclarion, Inc. is a medical technology company. They focus on the spine market, specifically on improving diagnostics for chronic low back pain. Their core technology uses magnetic resonance spectroscopy (MRS) and cloud-based software to provide what they call "objective" data to help surgeons make better treatment decisions.

👉 Why it matters: The spine surgery market is huge and complex. Aclarion is trying to carve out a niche by offering a diagnostic tool that could potentially lead to more targeted, effective surgeries and better patient outcomes.

📅 Meeting Logistics & Key Dates

• Annual Meeting Date: June 4, 2026, at 2:30 p.m. Mountain Time.
• Location: In-person at Aclarion's offices: 8181 Arista Place, Suite 100, Broomfield, CO 80021.
• Record Date: April 10, 2026. Only shareholders who owned stock by this date can vote.
• How to Vote: Shareholders can vote by internet, by mail, or in person at the meeting.
• Materials Available At: http://ts.vstocktransfer.com/irhlogin/ACLARION and www.aclarion.com.

🗳️ The Three Big Votes (Proposals)

Shareholders are being asked to vote on three specific items. The board recommends voting FOR all of them.

Proposal 1: Elect the Board of Directors

This is about choosing the company's bosses. Seven directors are up for election to serve one-year terms until 2027.

• The Nominees: Jeffrey Thramann (Executive Chairman), Brent Ness (CEO), Scott Breidbart, Steve Deitsch, David Neal, William Wesemann, and Amanda Williams.
• What to know: The bios show a board heavy on medical device, finance, and regulatory experience. For example, Steve Deitsch was CFO of companies sold for $1.5B, and Amanda Williams is a regulatory expert.
• How it's decided: The seven nominees with the most votes win (a "plumber's vote" – whoever gets the most, wins).

Proposal 2: Ratify the Auditor

This is a routine but important check-up. Shareholders get to approve the company's choice of accounting firm, Haynie & Company, for 2026.

• Why it matters: It's a key corporate governance practice. Shareholders confirm they are okay with the independent firm that checks the company's financial books.
• Cost: The company paid Haynie & Company $163,300 in total fees for 2025.

Proposal 3: Approve a Bigger Employee Stock Plan

This is the most consequential proposal. The company wants to significantly expand its 2022 Equity Incentive Plan.

• What's Changing:
  1. Increase the total pool: From 42,974 shares to 500,000 shares.
  2. Increase annual limits: Raise the maximum shares any one employee, consultant, or director can receive in a year from a minuscule 52 shares to 250,000 shares.
• Why They Say They Need It: The current plan is essentially empty and useless for attracting or retaining talent. They need a meaningful pool of stock to give as incentives.
• 👉 The Big Picture: This is about dilution. If approved, the company can create and give out many more new shares. This makes each existing share a slightly smaller piece of the pie, but it's a standard tool for growth companies to pay employees without using cash.

👥 Board & Governance

The document provides a deep dive into how the company is run.

• Board Committees: They have an Audit Committee, a Compensation Committee, and a Nominating/Governance Committee.
• Director Qualifications: They look for high ethics, proven achievement, skills that complement the board, and fiduciary understanding.
• Director Ownership: It lists how much stock each director owns, aligning their interests with shareholders.
• "Emerging Growth Company": Aclarion qualifies as an "emerging growth company," which means it has to follow fewer disclosure rules (like detailed executive pay explanations) until at least 2027.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Experienced Leadership: The board and executives have deep backgrounds in medical devices, finance, and regulation.
• Clear Process: The proxy follows standard, transparent corporate governance practices.
• Focus on Incentives: The push to expand the equity plan shows a focus on motivating and retaining talent, which is critical for a growth-stage company.

⚠️ Risks & Considerations:

• Potential Dilution: Proposal 3, if approved, will dilute current shareholders. The value of their shares could be impacted if the company doesn't grow proportionally.
• Dependence on Key Personnel: The company highlights its reliance on key executives like the CEO and Chairman. Their departure could be disruptive.
• Financial Performance: The proxy focuses on governance, but the underlying health of the business (revenue, cash burn, path to profitability) is the real driver of share value over time.

🧠 The Analogy

Think of this proxy statement like the annual report card and voting ballot for a school's parent-teacher association. The school (Aclarion) is sending home a packet to the parents (shareholders). It explains who is running for the PTA board (Proposal 1), asks if they approve the hired accountant for the bake sale funds (Proposal 2), and requests permission to set up a bigger "points for volunteering" system to reward teachers (Proposal 3). The parents get to decide the school's direction by voting.

🧩 Final Takeaway

This document is primarily about corporate governance and empowerment. Aclarion is giving its owners (shareholders) the information and tools they need to vote on the company's leadership, financial oversight, and incentive structure. The most impactful decision is on expanding the employee stock plan, a move that trades potential ownership dilution for the ability to attract and retain the team needed to grow the business.