Arizona Tribune - Echo Lake Capital Offers To Acquire Aclarion Inc.

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
[email protected]

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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

A.Taylor--AT