Echo Lake Capital Offers To Acquire Aclarion Inc.

Rhea-AI Summary

News Market Reaction – ACON

+0.96% 19.5x vol

6 alerts

+0.96% Session close to close

+9.4% Peak Tracked

-13.9% Trough Tracked

$8.27M Market Cap

19.5x Rel. Volume

In the May 28 session, ACON gained 0.96%, reflecting a mild positive market reaction. Argus tracked a peak move of +9.4% during that session. Argus tracked a trough of -13.9% from its starting point during tracking. Our momentum scanner triggered 6 alerts that day, indicating moderate trading interest and price volatility. Trading volume was exceptionally heavy at 19.5x the daily average, suggesting very strong buying interest.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement centers on Echo Lake’s non-binding proposal to acquire ACON for $4.00 per share in...

Analysis

This announcement centers on Echo Lake’s non-binding proposal to acquire ACON for $4.00 per share in cash plus an 80% Nociscan CVR, citing roughly $17M in cash, $12M in deferred tax assets, and potential public-shell value of about $6M. The letter criticizes governance, compensation, and long-term value destruction while suggesting alternatives like a reverse takeover. Investors would monitor any board response, due diligence progress, cash levels versus the $15M condition, and outcomes for Nociscan and the proposed CVR structure.

Key Figures

Offer price: $4.00 per share Offer premium: 28% Estimated cash: $17 million +5 more

8 metrics

Offer price $4.00 per share Cash consideration proposed for 100% of ACON shares

Offer premium 28% Premium to ACON’s latest closing price cited in proposal

Estimated cash $17 million Echo Lake’s estimate of ACON cash with no debt

Deferred tax assets $12 million Echo Lake’s estimate of ACON deferred tax assets

Shell value $6 million Estimated value of ACON public shell in reverse takeover

Director compensation $5.6 million Cumulative director pay, said to equal 50% of equity value

Nociscan CVR 80% of net proceeds Contingent value right tied to Nociscan sale proceeds

Net cash condition $15 million Minimum net cash and equivalents required at closing of proposal

Historical Context

5 past events · Latest: May 07 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
May 07	CLARITY trial expansion	Positive	-3.7%	Added first private-practice site to 300-patient CLARITY trial for Nociscan.
May 06	Inducement option grant	Neutral	+2.5%	Granted 17,000-share stock option to new Commercial Director at market price.
May 05	Weill Cornell agreement	Positive	-3.3%	Second commercial agreement to expand Nociscan use in randomized trial.
Apr 30	Q1 2026 earnings	Positive	+1.8%	Reported strong scan growth, $19.0M cash, and a $2.5M share repurchase.
Apr 28	Commercial hire	Neutral	+0.0%	Appointed Commercial Director, Western U.S., to drive Nociscan adoption.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent fundamentally positive updates have often seen muted or negative immediate reactions, especially around clinical and commercial milestones.

Recent Company History

Over the last two months, Aclarion has focused on expanding Nociscan adoption and clinical validation, including a second Weill Cornell agreement and adding a private-practice site to the 300-patient CLARITY trial. Q1 2026 results highlighted 196% year-over-year scan growth, $19.0M in cash, and a $2.5M repurchase plan. Despite these catalysts, several news events with constructive fundamentals saw flat or negative next-day moves, setting the stage for today’s acquisition-related proposal against a backdrop of prior dilution and operational investment.

Key Terms

contingent value right, reverse takeover, negative enterprise value, equity market capitalization, +2 more

6 terms

contingent value right financial

"a contingent value right representing the right for stockholders to receive 80%"

A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.

reverse takeover financial

"public shell worth at least another $6 million if Board effected a reverse takeover"

A reverse takeover is when a private company becomes publicly traded by merging into or being bought by an already public shell company, instead of going through a traditional initial public offering. Investors care because it’s a faster, often cheaper route to public markets that can bring growth opportunities but also higher risk from less scrutiny, possible hidden liabilities, and sudden changes in ownership or share value—think of it as buying a ready-made storefront rather than building one from scratch.

negative enterprise value financial

"the company's stock trades at a negative enterprise value"

Negative enterprise value occurs when a company’s available cash and liquid assets exceed the total price investors would pay to buy its business after accounting for debt, so the theoretical buyer would get extra cash on top of ownership. It matters because it can signal an apparent bargain—like buying a store and finding cash in the safe—but can also flag trouble (shrinking business, one‑time cash items, or market skepticism), so investors should investigate the underlying reasons.

equity market capitalization financial

"compensation equates to 50% of the company's current equity market capitalization"

Equity market capitalization is the total value of a company’s outstanding shares, calculated by multiplying the current share price by the number of shares people own. Think of it as the market’s sticker price for the whole company — like summing the price of every brick in a house to get the house’s value. Investors use it to judge company size, compare firms, and gauge typical risk and liquidity: larger market caps tend to be more stable, smaller ones often offer higher growth potential but more volatility.

federal securities laws regulatory

"been sued for violating federal securities laws at a public company"

Federal securities laws are the set of national rules that require companies and market participants to provide accurate information, prohibit deceptive practices, and ensure fair trading of stocks and bonds. Think of them as the rules of the road for financial markets: they help investors make informed choices by mandating disclosures and punishing fraud, which reduces risk and builds trust in the safety and reliability of investments.

code of business conduct regulatory

"violated federal securities law and the company's Code of Business Conduct"

A code of business conduct is a company's written rulebook that tells employees and managers how to behave, covering honesty, legal compliance, conflicts of interest, use of company information, and how to report problems. For investors it signals how seriously a company manages risk and reputation—strong, enforced rules lower the chance of fraud, fines, or scandals, much like a well-run household with clear house rules reduces chaos and unexpected costs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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• Offers $4.00 per share in cash plus CVR

• Stock currently trades below the value of its cash and other assets

• Believes company's public shell worth at least another $6 million if Board effected a reverse takeover

• Stock price down 99% since its IPO only four years ago

• Board owns few shares so lacks financial incentive to maximize shareholder value

• Directors have been paid $5.6 million or 50% of company's current equity market value

• Thramann 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 Thramann

• Believes 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, 2026

TO:

Scott Breidbart - Redesign Health and Stellar Health

Steve Deitsch - Caristo Diagnostics

David K. Neal - CAPTRUST

Brent Ness - Aclarion Inc.

Jeffrey Thramann - Auddia Inc. and Aclarion Inc.

William Wesemann - LivePerson Inc.

Amanda Williams - Cordis

As 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.

1. 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.

2. 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.

3. 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 Fields

SOURCE: Echo Lake Capital

View the original press release on ACCESS Newswire