Aclarion Inc【ACON】株式ニュース

Echo Lake Capital Offers To Acquire Aclarion Inc.May 28, 2026 8:00 AM
ACCESS NewswireOffers $4.00 per share in cash plus CVRStock currently trades below the value of its cash and other assetsBelieves company's public shell worth at least another $6 million if Board effected a reverse takeoverStock price down 99% since its IPO only four years agoBoard owns few shares so lacks financial incentive to maximize shareholder valueDirectors have been paid $5.6 million or 50% of company's current equity market valueThramann has overseen destruction of shareholder value at Aclarion and Auddia Inc. with both stocks down 99% since their IPOs"Independent" Director Deitsch has been sued for violating securities law and has longstanding relationship with ThramannBelieves certain directors have violated federal securities laws and ACON's Code of Business Conduct for, among other things, failing to publicly disclose large personal IRS tax liens NEW YORK, NY / ACCESS Newswire / May 28, 2026 / Earlier today Ephraim Fields of Echo Lake Capital sent a letter to the Board of Directors of Aclarion Inc. (NASDAQ:ACON). The letter criticized the directors' performance, compensation and qualifications and noted the tremendous destruction of shareholder value that has occurred. The letter also described a proposal whereby Mr. Fields would acquire all of the company's outstanding shares and a suggestion that the board could create even greater shareholder value by effecting a reverse takeover.A full copy of the letter can be found below:CONTACT:
Ephraim Fields
ef@echolakecapital.com###May 28, 2026TO:Scott Breidbart - Redesign Health and Stellar HealthSteve Deitsch - Caristo DiagnosticsDavid K. Neal - CAPTRUSTBrent Ness - Aclarion Inc.Jeffrey Thramann - Auddia Inc. and Aclarion Inc.William Wesemann - LivePerson Inc.Amanda Williams - CordisAs one of the largest shareholders of Aclarion, Inc. ("ACON") we believe the company's stock is deeply undervalued. We estimate the company has approximately $17 million of cash, no debt, $12 million of deferred tax assets and an operating business that could easily be sold. We also believe at least $6 million of additional value could be created by utilizing the company's public shell to effect a reverse takeover.Unfortunately, the company's stock trades at a negative enterprise value. We believe the stock trades at such a large discount to its asset value because investors have lost confidence that you will act in the best interests of shareholders.Since ACON went public only four years ago, its stock price has fallen a staggering 99%. While shareholders have suffered tremendous losses, you have personally enriched yourselves with (mostly cash) compensation exceeding $5.6 million. Shockingly, your compensation equates to 50% of the company's current equity market capitalization, which seems excessive to us considering your performance.Furthermore, you have limited financial incentive to create shareholder value since (despite your combined 40 years of board service), you collectively own only 25 ACON shares (as of April 10, 2026), which have a current market value of only $85.Not only are investors concerned about your performance, compensation and incentives, but they also question your qualifications for serving on ACON's board. In a subsequent public letter we will thoroughly detail each of your qualifications (or lack thereof) to serve as ACON board directors, but a brief review of some of the leading ACON board directors should help you understand why you have such little support from investors.Executive Chairman (and CEO) - Jeffrey Thramann has simultaneously overseen the destruction of enormous shareholder value (while personally enriching himself) at two different public companies, ACON and Auddia Inc. Split adjusted, ACON's stock price has fallen 99% since its IPO four years ago and Auddia's stock price has also declined 99% since its IPO five years ago. Thramann has received over $2.6 million in compensation from ACON and over $2.8 million in compensation from Auddia. We can only wonder why Thramann has not been fired from ACON and why he continues to be compensated so generously.Chair of Audit Committee and "Independent" Director - Steve Deitsch was sued for violating federal securities laws at a public company where he served as the CFO. According to the lawsuit, he "resigned" a few days before the end of the company's fiscal quarter and the company subsequently was forced to materially restate financials that had been prepared during Deitsch's tenure. Deitsch also served for many years as a board director at Auddia (alongside Auddia's CEO, Jeffrey Thramann). He also worked for Thramann at another company, Lanx, Inc. Considering the serious allegations raised in the lawsuit, Deitsch's longstanding relationship with Thramann and the fact that Deitsch does not own a single ACON share, we question if Deitsch is really an "independent" director, why he serves as ACON's Audit Committee Chair and if he is more interested in appeasing Thramann than in acting in shareholders' best interests.Lead Independent Director - Williiam Wesemann - 69 years old with no apparent recent executive roles or relevant industry experience. He has been on ACON's board since its IPO and has received significant compensation despite the stock's abysmal performance. Interestingly, he is also a board director of another poorly performing, publicly traded company, LivePerson Inc. (LPSN). Since he joined that board in 2020 he has received millions of dollars in compensation while the stock price has lost 95% of its value. We question why Wesemann is still an ACON board director and what he has contributed to justify his compensation (which was $52,500 last year, which was almost as much as the company's total revenue for the year).Separately, we also believe at least two ACON board members have violated federal securities law and the company's Code of Business Conduct, and note that one director failed to publicly disclose sizeable personal IRS tax liens that we consider to be material information.In an effort to create value for ACON's long-suffering shareholders, we are submitting a proposal under which we would acquire 100% of ACON's outstanding common shares for $4.00 per share in cash (a 28% premium to ACON's latest closing price) plus a contingent value right representing the right for stockholders to receive 80% of net the proceeds from the sale of Nociscan.We believe our Proposal is very compelling as it provides shareholders with a highly certain and significant return and the ability to obtain liquidity for their shares. Our Proposal is not contingent on outside financing but is contingent upon you delaying the upcoming annual shareholder meeting so that shareholders can vote simultaneously on the Proposal, Board Directors, auditors and other matters. The Proposal is also subject to limited confirmatory due diligence and the availability of at least $15 million of net cash and cash equivalents at closing. We believe we can complete customary diligence and negotiate definitive documentation within 30 days. We look forward to discussing our Proposal with you further and would appreciate a response by 5 pm ET on June 4, 2026, at which point this Proposal will expire. This Proposal is an expression of interest only, and we reserve the right to withdraw or modify our Proposal in any manner. No legal obligation with respect to a transaction shall arise unless and until execution of mutually acceptable definitive documentation.While we believe our Proposal would be overwhelming approved by ACON's shareholders, we feel even more shareholder value could be created if you sold Nociscan and used the resulting excess cash and public shell to effect a reverse takeover with a high-quality company. In such a transaction, we estimate ACON's public shell would be worth at least $6 million, which combined with the company's other assets (primarily cash), would represent a significant premium to where the stock has traded. Such a transaction can be easily and quickly consummated as we have recently seen with many companies similar to ACON.After years of lining your own pockets at the expense of ACON shareholders, we think it is time you finally started to fulfill your fiduciary responsibilities and acted in the best interests of shareholders. We see no reason why ACON should continue to operate in its current state and believe you can easily create significant shareholder value by selling the company or by effecting a reverse takeover.Sincerely,Ephraim FieldsSOURCE: Echo Lake CapitalView the original press release on ACCESS NewswireOriginal: Echo Lake Capital Offers To Acquire Aclarion Inc.

Echo Lake Capital Calls for the Resignation of David Neal From the Board of Directors of Aclarion Inc.March 24, 2026 8:00 AM
ACCESS NewswireStock has declined 99% since its IPOBelieves Neal has repeatedly failed to fulfill his fiduciary responsibilitySince 2021 Neal has received $240,000 Board compensationAccepted 20% pay increase in 2025 despite the company and shareholders suffering lossesBelieves Neal lacks appropriate skill set to serve on the BoardDespite being on the Board for 9 years, Neal owns only two shares with a total market value of $6.24.Recently further entrenched himself with anti-takeover measuresQuestions employment of Jeff ThramannBelieves Board could easily create meaningful shareholder valueNotes stock trades below its net cash NEW YORK, NY / ACCESS Newswire / March 24, 2026 / Earlier today Ephraim Fields of Echo Lake Capital sent a letter to David K. Neal, a member of the Board of Directors of Aclarion Inc. (NASDAQ:ACON). The letter criticized Mr. Neal's performance and the compensation he received while shareholders suffered significant losses. The letter also questioned his willingness to fulfill his fiduciary responsibility to act in shareholders' best interests and asked Mr. Neal to resign immediately. The letter also noted that ACON currently trades below its net cash and that the board of directors could easily implement steps that could create significant shareholder value.A full copy of the letter can be found below:CONTACT:
Ephraim Fields
ef@echolakecapital.com###March 24, 2026TO: David K. Neal - CAPTRUSTCC: Scott Breidbart - Redesign Health and Stellar HealthSteve Deitsch - Auddia Inc.Brent Ness - Aclarion Inc.Jeff Thramann - Auddia Inc.William Wesemann - LivePerson Inc.Amanda Williams - CordisWe believe we are one of the largest (if not the largest) shareholders of Aclarion Inc. ("ACON"). We believe that on numerous occasions you have failed to fulfill your fiduciary responsibility to act in the best interests of shareholders and that your actions have directly contributed to the staggering losses suffered by shareholders.You were a board director of ACON when it went public in 2022 at split-adjusted price of $620,000 per share...the stock now trades at $3.12 per share, down over 99%.Even worse, while shareholders have suffered tremendous losses, you have repeatedly enriched yourself by taking (what we consider to be) excessive compensation from this tiny, unprofitable company. Since 2021 you have accepted over $240,000 in (mostly cash) compensation from the company for board services. Even worse, last year (which was yet another year in which the company and its shareholders suffered tremendous losses) you accepted a 20% pay increase. We can only wonder how you justify your compensation to ACON's long-suffering shareholders.While we find your compensation to be wildly excessive, we are also dismayed that despite being on the board of directors for over nine years, you currently own only 2 shares of ACON stock (which have a market value of only $6.24). Considering how few shares you own, we wonder how motivated you truly are to act in the best interests of ACON shareholders.We believe there are many examples of how you and the rest of the board of directors have failed to act in the best interests of ACON shareholders. In particular we believe you:Failed to replace underperforming management - ACON's results have been terrible, yet you and the rest of the board have not made any significant changes to senior management. We don't know why this poorly performing management team has not been replaced, but we're pretty sure your Captrust clients would have fired you a long, long time ago if your returns were as atrocious as ACON's.Approved excessive management compensation - From 2022 to 2025, ACON lost $25 million and saw its stock price decline 97%. Despite these abysmal results, during the same time period the top four members of management were rewarded a combined $5.4 million in compensation.Approved unnecessary staffing - ACON is a tiny company which generated only $76k in revenue last year. However, shareholder money is spent employing four different members of senior management: an Executive Director, a CEO, a Chief Strategy Officer and a CFO. We're highly confident you could save shareholders money by consolidating these four positions into two without harming the company's prospects.Rewarded ineffective board directors with excessive compensation - Since the IPO you and the board have refused to add new directors, reduce the board size or reduce board compensation. As a result, ACON shareholders are paying for a 7 person board and in 2025 paid $225k in all-cash compensation for board fees. Total board compensation increased 22% last year and we wonder how many ACON shareholders received 22% pay raises at their jobs last year.We also question why you think shareholder money should be spent employing Jeff Thramann, the individual we believe is primarily responsible for the massive destruction of shareholder value at ACON. ACON shareholders have suffered significant losses under his leadership and he was the company's highest paid executive last year (he was paid $462k in cash last year, a 21% increase from 2024). We're not sure how you can justify his compensation especially since at the same time he was "working" at ACON he was also a senior executive and the highest paid executive at another tiny, unprofitable, publicly traded company named Auddia Inc. (where he was paid $551k last year). In addition, in what we consider to be a highly questionable transaction, Mr. Thramann is seeking to merge Auddia with his privately held Thramann Holdings which gives us even greater concerns about his continued employment at ACON.We don't know many other people besides Mr. Thramann who are a senior executive at two different public companies at the same time, but we are amazed that at both companies Mr. Thramann appears to own little stock and receives (what we consider to be) generous compensation despite the companies and their shareholders suffering massive losses.Remarkably, not only has Mr. Thramann worked at these two public companies at the same time, but ACON board director Steve Deitsch also served as an "Independent" board director at the exact same two companies at the same time.We believe the most blatant example of you and your fellow board directors prioritizing your own self-interest over those of ACON shareholders' is the anti-takeover measures you recently implemented. Specifically, the board (i) made it more difficult for shareholders to replace you with different board directors and (ii) limited how much ACON stock a shareholder can purchase. We believe these actions were implemented solely to further entrench yourself and guarantee you will continue receiving your board compensation.We can't imagine why you think it is in shareholders' best interests to make it more difficult for these same shareholders to replace board directors who have overseen a 99% decline in ACON's stock price.We also question why you think limiting the number of ACON shares someone can buy is in the best interests of shareholders. We feel if you really wanted to help ACON's long-suffering shareholders, you wouldn't be discouraging people from buying stock; instead, you would be doing just the opposite!We understand the significant financial benefits you derive from being on ACON's board, but we don't believe you possess the appropriate qualifications to serve on the board. Professionally for the past 20+ years you have been providing financial advice to high-net-worth individuals, which requires a very different skill set than advising ACON (a microcap stock that is seeking to commercialize a medical product). You have no other public company board experience and you appear to have limited other relevant experience. You are not an MD, MBA or a CPA.Considering your lack of financial incentives to create shareholder value, your questionable skill set and your disappointing performance to date, we believe it is in shareholders' best interest if you resign immediately.We were disappointed you refused to respond to the private email we sent you last week, but we are not surprised since we believe you have little regard for ACON shareholders.ACON's stock now trades at a significant discount to its net cash, from which we infer that we are not the only investors who have no confidence in you.Finally, we believe there are many steps you and the board could easily implement that would create immediate and significant shareholder value and that any respectable board would have already implemented these steps. Unfortunately, rather than running ACON for the benefit of the shareholders you purport to represent, you appear more interested in using ACON as a vehicle to enrich yourself.Sincerely,Ephraim Fields
Echo Lake CapitalSOURCE: Echo Lake CapitalView the original press release on ACCESS NewswireOriginal: Echo Lake Capital Calls for the Resignation of David Neal From the Board of Directors of Aclarion Inc.