Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 27, 2023 | Jun. 30, 2022 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-41358 | ||
Entity Registrant Name | ACLARION, INC. | ||
Entity Central Index Key | 0001635077 | ||
Entity Tax Identification Number | 47-3324725 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 8181 Arista Place | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | Broomfield | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80021 | ||
City Area Code | (833) | ||
Local Phone Number | 275-2266 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5,019,673 | ||
Entity Common Stock, Shares Outstanding | 7,861,515 | ||
Auditor Name | Daszkal Bolton LLP | ||
Auditor Location | Fort Lauderdale, Florida | ||
Auditor Firm ID | 229 | ||
Common Stock Par Value 0. 00001 Per Share [Member] | |||
Title of 12(b) Security | Common Stock, par value $0.00001 per share | ||
Trading Symbol | ACON | ||
Security Exchange Name | NASDAQ | ||
Warrants Each Exercisable For One Share Of Common Stock [Member] | |||
Title of 12(b) Security | Warrants, each exercisable for one share of Common Stock | ||
Trading Symbol | ACONW | ||
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 1,472,806 | $ 432,530 |
Restricted cash | 10,000 | 20,000 |
Accounts receivable, net | 18,569 | 6,280 |
Deferred Compensation | 291,331 | 0 |
Prepaids & other current assets | 195,534 | 273,394 |
Total current assets | 1,988,240 | 732,204 |
Non-current assets: | ||
Property and equipment, net | 3,346 | 12,636 |
Intangible assets, net | 1,214,374 | 1,144,625 |
Total non-current assets | 1,217,720 | 1,157,261 |
Total assets | 3,205,961 | 1,889,465 |
Current liabilities: | ||
Accounts payable | 462,202 | 1,065,304 |
Accrued and other liabilities | 610,765 | 696,582 |
Promissory note payable | 0 | 2,000,000 |
Preferred dividends payable | 0 | 3,856,898 |
Liability to issue equity | 345,243 | 0 |
Total current liabilities | 1,418,209 | 7,618,784 |
Redeemable preferred stock: (See Note 8) | ||
Additional paid-in capital - series B2 and B3 preferred Stock | 0 | 7,102,229 |
Total mezzanine equity | 0 | 7,102,287 |
Stockholders' equity (deficit) | ||
Common stock - $0.00001 par value, 200,000,000 authorized and 7,861,515 and 905,685 shares issued and outstanding (see Note 1) | 79 | 9 |
Additional paid-in capital | 41,694,774 | 19,054,234 |
Accumulated deficit | (39,907,101) | (31,886,036) |
Total stockholders’ equity (deficit) | 1,787,751 | (12,831,606) |
Total liabilities, mezzanine, and stockholders’ equity (deficit) | 3,205,961 | 1,889,465 |
Series B 2 Preferred Stock [Member] | ||
Redeemable preferred stock: (See Note 8) | ||
Preferred Stock, Value, Issued | 0 | 16 |
Series B 3 Preferred Stock [Member] | ||
Redeemable preferred stock: (See Note 8) | ||
Preferred Stock, Value, Issued | 0 | 42 |
Series A Preferred Stock [Member] | ||
Redeemable preferred stock: (See Note 8) | ||
Preferred Stock, Value, Issued | 0 | 62 |
Series B Preferred Stock [Member] | ||
Redeemable preferred stock: (See Note 8) | ||
Preferred Stock, Value, Issued | 0 | 52 |
Series B 1 Preferred Stock [Member] | ||
Redeemable preferred stock: (See Note 8) | ||
Preferred Stock, Value, Issued | $ 0 | $ 73 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | |
Preferred Stock, Shares Authorized | 20,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 7,861,515 | 905,685 |
Common Stock, Shares, Outstanding | 7,861,515 | 905,685 |
Series B 2 Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |
Preferred Stock, Shares Authorized | 1,600,000 | |
Preferred Stock, Shares Issued | 1,584,660 | |
Preferred Stock, Shares Outstanding | 1,584,660 | |
Series B 3 Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |
Preferred Stock, Shares Authorized | 4,300,000 | |
Preferred Stock, Shares Issued | 4,228,149 | |
Preferred Stock, Shares Outstanding | 4,228,149 | |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | |
Preferred Stock, Shares Authorized | 6,247,695 | |
Preferred Stock, Shares Issued | 6,247,695 | |
Preferred Stock, Shares Outstanding | 6,247,695 | |
Series B Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | |
Preferred Stock, Shares Authorized | 5,180,814 | |
Preferred Stock, Shares Issued | 5,160,096 | |
Preferred Stock, Shares Outstanding | 5,160,096 | |
Series B 1 Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | |
Preferred Stock, Shares Authorized | 10,758,338 | |
Preferred Stock, Shares Issued | 7,274,404 | |
Preferred Stock, Shares Outstanding | 7,274,404 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | ||
Revenue | $ 60,444 | $ 60,292 |
Cost of revenue | 65,298 | 69,175 |
Net profit (loss) | (4,854) | (8,883) |
Operating expenses: | ||
Sales and marketing | 537,069 | 330,814 |
Research and development | 1,088,778 | 787,850 |
General and administrative | 4,467,815 | 1,825,491 |
Total operating expenses | 6,093,662 | 2,944,155 |
Income (loss) from operations | (6,098,516) | (2,953,038) |
Other income (expense): | ||
PPP loan forgiveness | 0 | 373,511 |
Interest expense | (1,507,546) | (474,911) |
Changes in fair value of redeemable preferred stock | 0 | (1,900,310) |
Other, net | 520 | 4,458 |
Total other income (expense) | (1,507,026) | (1,997,252) |
Income (loss) before income taxes | (7,605,542) | (4,950,290) |
Income tax provision | 0 | 0 |
Net income (loss) | (7,605,542) | (4,950,290) |
Dividends accrued for preferred stockholders | (415,523) | (1,005,598) |
Net income (loss) allocable to common stockholders | $ (8,021,064) | $ (5,955,888) |
Statements of Operations (Paren
Statements of Operations (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Earnings Per Share, Basic | $ (1.31) | $ (6.58) |
Earnings Per Share, Diluted | $ (1.31) | $ (6.58) |
Weighted Average Number of Shares Outstanding, Basic | 6,105,569 | 905,685 |
Weighted Average Number of Shares Outstanding, Diluted | 6,105,569 | 905,685 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity (Deficit) - USD ($) | Series A 1 Preferred Stock [Member] | Series A 2 Preferred Stock [Member] | Series A 3 Preferred Stock [Member] | Series A 4 Preferred Stock [Member] | Preferred Stock Series B [Member] | Preferred Stock Series B 1 [Member] | Preferred Stock Series B 2 [Member] | Preferred Stock Series B 3 [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 18 | $ 14 | $ 9 | $ 21 | $ 52 | $ 73 | $ 0 | $ 0 | $ 9 | $ 18,846,352 | $ (25,930,149) | $ (7,083,601) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 1,777,630 | 1,444,037 | 935,296 | 2,090,732 | 5,160,096 | 7,274,404 | 0 | 0 | 905,685 | |||
Issuance of warrants | 30,393 | 30,393 | ||||||||||
Preferred stock dividend payable | (1,005,597) | (1,005,597) | ||||||||||
Issuance of preferred shares | ||||||||||||
Share-based compensation | 177,489 | 177,489 | ||||||||||
Net income (loss) | (4,950,290) | (4,950,290) | ||||||||||
Issuance of preferred shares, shares | 1,584,660 | 4,228,149 | ||||||||||
Ending balance, value at Dec. 31, 2021 | $ 18 | $ 14 | $ 9 | $ 21 | $ 52 | $ 73 | $ 0 | $ 0 | $ 9 | 19,054,234 | (31,886,036) | (12,831,606) |
Shares, Outstanding, Ending Balance at Dec. 31, 2021 | 1,777,630 | 1,444,037 | 935,296 | 2,090,732 | 5,160,096 | 7,274,404 | 1,584,660 | 4,228,149 | 905,685 | |||
Issuance of warrants | 1,280 | 1,280 | ||||||||||
Exercise of convertible note warrants | $ 1 | 152,653 | 152,653 | |||||||||
Exercise of convertible note warrants, shares | 60,408 | |||||||||||
Preferred stock dividend payable | ||||||||||||
Preferred stock dividend payable, shares | 984,537 | |||||||||||
Conversion of preferred stock to common stock | $ (18) | $ (14) | $ (9) | $ (21) | $ (52) | $ (73) | $ 33 | 7,102,441 | 7,102,287 | |||
Conversion of preferred stock to common stock, shares | (1,777,630) | (1,444,037) | (935,296) | (2,090,732) | (5,160,096) | (7,274,404) | (1,584,660) | (4,228,149) | 3,279,117 | |||
Conversion of accrued interest on promissory notes | $ 4 | 1,855,154 | 1,855,158 | |||||||||
Conversion of accrued interest on promissory notes, shares | 426,768 | |||||||||||
Issuance of common stock and warrants related to IPO, net banker costs | $ 22 | 8,552,318 | 8,552,340 | |||||||||
Issuance of preferred shares | ||||||||||||
Issuance of common shares | 102,000 | 102,000 | ||||||||||
Issuance of common stock and warrants related to IPO, shares | 2,165,000 | |||||||||||
Share-based compensation | 1,132,747 | 1,132,747 | ||||||||||
Net income (loss) | (7,605,542) | (7,605,542) | ||||||||||
IPO issuance costs | (530,463) | (530,463) | ||||||||||
Preferred stock dividend payable | $ 10 | 4,272,411 | (415,523) | 3,856,898 | ||||||||
Issuance of common shares, shares | 40,000 | |||||||||||
Ending balance, value at Dec. 31, 2022 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 79 | $ 41,694,774 | $ (39,907,101) | $ 1,787,751 | |||
Shares, Outstanding, Ending Balance at Dec. 31, 2022 | 0 | 0 | 0 | 0 | 0 | 7,861,515 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net income (loss) | $ (7,605,542) | $ (4,950,290) |
Adjustments to reconcile net income (loss) to net cash used in operation activities: | ||
Depreciation and amortization | 193,621 | 186,388 |
Share-based compensation | 1,186,659 | 177,489 |
Share-based vendor payments | 102,000 | |
Warrants issued as non- cash finance charge | 0 | 30,393 |
Gain on forgiveness of PPP loans | 0 | (373,511) |
Loss on disposal of furniture and equipment | 3,789 | 0 |
Changes in fair value of redeemable preferred stock | 0 | 1,900,310 |
Change in assets and liabilities | ||
Accounts receivable | (12,290) | 16,222 |
Prepaids and other current assets | (267,383) | (210,765) |
Accounts payable | (603,102) | 199,604 |
Accrued and other liabilities | 1,487,363 | 509,806 |
Accrued interest on promissory and convertible notes | 200,712 | 114,404 |
Net cash (used in) operations | (5,314,171) | (2,399,949) |
Investing Activities | ||
Proceeds from sale of furniture | 1,000 | 0 |
Intangible assets - Patents | (208,870) | (102,005) |
Net cash (used in) investing activities | (207,870) | (102,005) |
Financing Activities | ||
Proceeds from issuance of PPP Loan | 0 | 125,000 |
Proceeds from issuance of convertible notes | 0 | 814,500 |
Proceeds from issuance of promissory notes | 2,000,000 | |
Repayment of promissory notes | (2,000,000) | 0 |
Issuance of common stock and warrants related to IPO, net issuance costs | 8,552,318 | 0 |
Net cash provided by financing activities | 6,552,318 | 2,939,500 |
Net increase (decrease) in cash and cash equivalents | 1,030,276 | 437,546 |
Cash, cash equivalents, and restricted cash, beginning of period | 452,530 | 14,984 |
Cash, cash equivalents, and restricted cash, end of period | 1,482,806 | 452,530 |
Non- cash activities | ||
Conversion of indebtedness to preferred equity commitment | 0 | 5,201,977 |
Dividends accrued on preferred shares | 415,523 | 1,005,598 |
Conversion of preferred stock to common stock | 25,754,379 | 0 |
Conversion of preferred stock dividends to common stock | 4,272,420 | 0 |
Conversion of accrued interest on promissory notes to common stock and warrants | 1,856,438 | 0 |
Issuance of underwriter's warrants related to IPO | 74,677 | 0 |
Changes in fair value of redeemable preferred stock | 0 | 1,900,310 |
Liability to issue common shares | $ 345,243 | $ 0 |
THE COMPANY AND BASIS OF PRESEN
THE COMPANY AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
THE COMPANY AND BASIS OF PRESENTATION | NOTE 1. THE COMPANY AND BASIS OF PRESENTATION The Company Aclarion, Inc., formerly Nocimed, Inc., (the “Company” or “Aclarion”) is a healthcare technology company that leverages magnetic resonance spectroscopy (“MRS”), and a proprietary biomarker to optimize clinical treatments. The Company was formed in February 2015, is incorporated in Delaware, and has its principal place of business in Broomfield, Colorado. Risks and Uncertainties The Company is subject to various risks and uncertainties frequently encountered by companies in the early stages of development. Such risks and uncertainties include, but are not limited to, its limited operating history, competition from other companies, limited access to additional funds, dependence on key personnel, and management of potential rapid growth. To address these risks, the Company must, among other things, develop its customer base; implement and successfully execute its business and marketing strategy; develop follow-on products; provide superior customer service; and attract, retain, and motivate qualified personnel. There can be no guarantee that the Company will be successful in addressing these or other such risks. The Company is also subject to risks and uncertainties as a result of the coronavirus disease (“COVID-19”) pandemic. The pandemic continues to evolve and its impact on the Company’s business will depend on several factors that are highly uncertain and unpredictable, including, the efficacy and adoption of vaccines, future resurgences of the virus and its variants, the imposition of governmental lockdowns, quarantine and physical distancing requirements, patient capacity at hospitals and healthcare systems, the duration and severity of healthcare worker shortages, and the willingness and ability of patients to seek care and treatment due to safety concerns or financial hardship. As such, given the dynamic nature of this situation, the Company cannot reasonably estimate the impacts of COVID-19 on our financial condition, results of operations or cash flows in the future. We are focused on navigating these recent challenges presented by COVID-19 and believe we are in a strong position to continue to sustain and grow our business. Initial Public Offering On April 21, 2022, the registration statement for our initial public offering (“IPO”) was declared effective. In connection with the effectiveness of the IPO registration statement: · we effected a 1-for-7.47 reverse stock split of our outstanding common stock; · accordingly, all common share amounts and per share data presented in our condensed financial statements have been retrospectively adjusted to reflect the reverse stock split for all periods presented; · we filed a restated Certificate of Incorporation with the State of Delaware and we adopted new restated Bylaws; · certain outstanding common stock warrants were exercised on a net share basis for 60,408 · 24,495,004 3,279,117 · all accrued dividends on our outstanding Series B, B-1, B-2 and B-3 preferred stock were converted to 984,429 · all accrued interest on the Company's outstanding secured promissory notes was converted into (i) 426,768 426,768 On April 26, 2022, the Company completed its IPO of 2,165,000 324,750 8.6 million In connection with the IPO, we issued to the representative of the underwriters a common stock warrant for 173,200 April 26, 2027 On April 21, 2022, 1,204,819 On April 21, 2022, in connection with the IPO, the Company’s 2022 Aclarion Equity Incentive Plan, or “2022 Plan”, became effective. Our board of directors has appointed the compensation committee of our board of directors as the committee under the 2022 Plan with the authority to administer the 2022 Plan. The aggregate number of our shares of common stock that may be issued or used for reference purposes under the 2022 Plan may not exceed 2,000,000 On April 29, 2022, in connection with the IPO, a bonus was paid to David Neal and Brent Ness of $ 100,000 130,000 On May 2, 2022, in connection with the IPO, the Company paid the University of California - San Francisco the amount of $ 123,828 Reverse Stock Split On April 21, 2022, the Company effected a 1-for-7.47 reverse stock split Basis of Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The financial statements include some amounts that are based on management's best estimates and judgments. The most significant estimates relate to depreciation, amortization, valuation of capital stock, and valuation of warrants and options to purchase shares of the Company's preferred and common stock. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant. Reclassifications Certain accounts relating to the prior year have been reclassified to conform to the current period’s presentation. These reclassifications had no effect on the net income or net assets as previously reported. Valuation of Derivative Instruments Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging: Contracts on an Entity’s Own Equity Fair Value Measurements The carrying values of the Company’s financial instruments including cash equivalents, restricted cash, accounts receivable and accounts payable, and notes payable are approximately equal to their respective fair values due to the relatively short-term nature of these instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs), and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company had no 1,229,000 201,000 10,000 Accounts Receivable, Less Allowance for Doubtful Accounts The Company estimates an allowance for doubtful accounts based upon an evaluation of the current status of receivables, historical experience, and other factors as necessary. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. The allowance for doubtful accounts was $ 0 Revenue Recognition Revenues are recognized when a contract with a customer exists, and at that point in time when we have delivered a Nociscan report to our customer. Revenue is recognized in the amount that reflects the negotiated consideration expected to be received in exchange for those reports. Following the delivery of the report, the company has no ongoing obligations or services to provide to the customer. Customers pay no other upfront, licensing, or other fees. To date, our reports are not reimbursable under any third-party payment arrangements, The Company invoices its customers based on the billing schedules in its sales arrangements. Payment terms range generally from 30 to 90 days, from the date of invoice. Geographic Locations & Segments Approximately 9 11 Segment Disclosure The Company has a single operating and reporting segment, which is the delivery of Nociscan reports to our customers. The Company’s Chief Executive Officer reviews financial information for purposes of making operating decisions and assessing financial performance. Property and Equipment Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the related assets. Furniture and fixtures are depreciated over seven years. Computer and office equipment and computer software are depreciated over five years. Repairs and maintenance costs, which are not considered improvements and do not extend the useful life of the property and equipment, are expensed as incurred. Impairment of Long-Lived Assets The Company reviews long-lived assets, including intangible assets, property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable using pre-tax undiscounted cash flows. Impairment, if any, is measured as the amount by which the carrying value of a long-lived asset exceeds its fair value. Sales and Marketing Expenses The Company expenses the costs of sales and marketing its products and services as incurred. The primary drivers of cost have been employee payroll, website and branding development, press releases, attendance at various industry conferences, Key Opinion Leader consulting fees, and travel expenses. Research and Development Costs Costs related to research, design and development of products are charged to research and development expense as incurred. These costs include direct compensation, benefits, and other headcount related costs for research and development personnel; costs for materials used in research and development activities; costs for outside services and allocated portions of facilities and other corporate costs. The Company has entered into research and clinical study arrangements with selected hospitals, cancer treatment centers, academic institutions and research institutions worldwide. These agreements support the Company’s internal research and development capabilities. Liquidity, Capital Resources and Going Concern The Company believes that the net proceeds from the April 2022 initial public offering will be sufficient to fund current operating plans into the second quarter of 2023. The Company has based these estimates, however, on assumptions that may prove to be wrong, and could spend available financial resources much faster than we currently expect. The Company will need to raise additional funds to continue funding our technology development . As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern. Share-Based Compensation The Company accounts for stock-based awards in accordance with provisions of ASC Topic 718, Compensation—Stock Compensation The exercise or strike price of each option is not less than 100% of the fair market value of the Common Stock subject to the option on the date the option is granted. The Company issues restricted stock unit awards to non-employee consultants who are providing various services. The awards are valued at the market price on the date of the grant. The awards vest over the contract life and based on achievement of targeted performance milestones. On occasion, the Company grants common stock, subject to vesting, to compensate vendors for services rendered. Deferred Financing Costs The Company capitalizes certain legal, accounting, and other fees and costs that are directly attributable to in-process equity financings as deferred offering costs until such financings are completed. Upon the completion of an equity financing, these costs are recorded as a reduction of additional paid-in capital of the related offering. Upon the completion of the IPO in April 2022, approximately $ 1.5 million Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay the adoption of new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies. Income Taxes The Company is required to estimate its income taxes in each of the tax jurisdictions in which it operates prior to the completion and filing of tax returns for such periods. This process involves estimating actual current tax expense together with assessing temporary differences in the treatment of items for tax purposes versus financial accounting purposes that may create net deferred tax assets and liabilities. The Company accounts for income taxes under the asset and liability method, which requires, among other things, that deferred income taxes be provided for temporary differences between the tax bases of the Company’s assets and liabilities and their financial statement reported amounts. In addition, deferred tax assets are recorded for the future benefit of utilizing net operating losses, research and development credit carryforwards and other deferred tax assets. The Company has not recorded an deferred tax asset because of the uncertainty that the Company will be able to utilize any future benefits (see Liquidity, Capital Resources and Going Concern in Note 2). Generally, the Company is not subject to income tax examinations for periods prior to 2019. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own In February 2016, the FASB issued its new lease accounting guidance in ASU 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required to recognize for all leases (with the exception of short-term leases) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02, as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company has adopted the new guidance, which did not have a material impact on its financial statements. The Company has no leases as of December 31, 2022. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | NOTE 4. REVENUE Contract Balances The timing of revenue recognition, billings, and cash collections may result in trade, unbilled receivables, and deferred revenues on the balance sheets. At times, revenue recognition may occur before the billing, resulting in an unbilled receivable, which would represent a contract asset. The contract asset would be a component of accounts receivable and other assets for the current and non-current portions, respectively. In the event the Company receives advances or deposits from customers before revenue is recognized, this would result in a contract liability. In years ending December 31, 2022, and 2021, the Company invoiced as services were performed and did not invoice in advance, the company has no contract balances. |
SUPPLEMENTAL FINANCIAL INFORMAT
SUPPLEMENTAL FINANCIAL INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUPPLEMENTAL FINANCIAL INFORMATION | NOTE 5. SUPPLEMENTAL FINANCIAL INFORMATION Balance Sheets Accounts receivable, net Accounts receivable, net consisted of the following: Schedule of accounts receivable December 31, 2022 2021 Accounts receivable (1) $ 18,569 $ 6,280 Less: Allowance for doubtful accounts – – Accounts receivable, net $ 18,569 $ 6,280 ( Accounts receivable denominated in foreign currencies represent less than 15% of accounts receivable in all periods. Accounts payable and accrued and other liabilities Schedule of accrued and other liabilities December 31, 2022 2021 Accounts payable $ 457,558 $ 1,059,546 Credit cards payable 4,644 5,758 Accrued salaries and expenses 610,765 340,363 Accrued Interest – 356,219 Accrued and other liabilities $ 1,072,967 $ 1,761,886 Statements of Operations Other expense, net consisted of the following: Schedule of other expense Year Ended December 31, Income/(Expense) 2022 2021 Bank Interest $ 2,510 $ (1,568 ) California Relief Program 1 – 5,000 Taxes (800 ) (800 ) Foreign Currency Gain (Loss) (1,190 ) (1,309 ) Other – 3,135 $ 520 $ 4,458 1 The California Small Business COVID-19 Relief Grant Program (the ''Program") provides micro grants ranging from $5,000 to $25,000 to eligible small businesses and nonprofits impacted by COVID-19 and the related health and safety restrictions. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
LEASES | NOTE 6. LEASES Rent expense for the year ended December 31, 2022 and 2021 was $ 36,070 64,932 26,340 48,400 |
PROPERTY, PLANT, AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT | NOTE 7: PROPERTY, PLANT, AND EQUIPMENT Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the related assets. Furniture and fixtures are depreciated over seven years. Computer and office equipment and computer software are depreciated over five years. Repairs and maintenance costs, which are not considered improvements and do not extend the useful life of the property and equipment, are expensed as incurred . The Company’s property and equipment are as follows: Schedule of property and equipment December 31, 2022 2021 Furniture and fixtures $ – $ 7,700 Computer and office equipment 13,032 45,187 Software 42,150 42,150 Other Equipment 18,190 18,190 73,372 113,227 Less: Accumulated depreciation (70,026 ) (100,591 ) Property and equipment, net $ 3,346 $ 12,636 Depreciation expense related to property and equipment were $ 4,500 12,981 During 2022 the Company received proceeds of $ 1,000 Future depreciation and amortization of property, equipment, and software is as follows: Schedule of future depreciation of property and equipment 2023 $ 1,563 2024 1,187 2025 596 Total $ 3,346 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 8. INTANGIBLE ASSETS The Company’s intangible assets are as follows: Intangible Assets December 31, 2022 December 31, 2021 Patents and licenses $ 2,147,729 $ 1,938,858 UC royalty 200,000 150,000 Other 5,017 5,017 Total intangible assets gross 2,352,746 2,093,875 Less: accumulated amortization (1,138,372 ) (949,250 ) Intangible assets, net $ 1,214,374 $ 1,144,625 Amortization expense related to purchased intangible assets was $ 189,121 176,390 Patents and licenses costs are accounted for as intangible assets and amortized over the life of the patent or license agreement and charged to research and development. During the fourth quarter of 2022, the Company reviewed the remaining life of the patent portfolio and the mix of domestic and international patent filings and revised its estimated future amortization periods. The impact of this change of estimate over the three months ended December 31, 2022, was in increase in amortization of $3,128. Future amortization of patents and trademarks was impacted as follows: Schedule of future amortization 2023 $ 15,312 2024 19,219 2025 21,910 2026 27,532 2027 and beyond (87,101 ) Total $ 0 UC royalties are paid annually, amortized over twelve months, and charged to cost of revenue. Patents and trademarks are reviewed at least annually for impairment. No Future amortization of intangible assets is as follows: Schedule of future amortization 2023 $ 158,114 2024 153,587 2025 153,587 2026 153,587 2027 and beyond 595,499 Total $ 1,214,374 |
SHORT TERM NOTES AND CONVERTIBL
SHORT TERM NOTES AND CONVERTIBLE DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SHORT TERM NOTES AND CONVERTIBLE DEBT | NOTE 9. SHORT TERM NOTES AND CONVERTIBLE DEBT Convertible Notes: During the year ended December 31, 2021, and 2020, accredited investors purchased $ 814,500 1,598,488 10 3,201,977 NuVasive, Inc. Convertible Note and SAFE Agreement: In February 2020, NuVasive and the Company renegotiated and amended their prior marketing agreement. In consideration of changing the marketing agreement, NuVasive and the Company entered into a $2.0 million Simple Agreement for Future Equity (“SAFE”) agreement. The SAFE provided that NuVasive would receive $2 million of capital stock if the Company would raise a minimum of $10.0 million of new capital on or before December 31, 2020, which was later extended to June 30, 2021. If the $10.0 million was not raised, the Company would issue to NuVasive 1,584,660 Series B-2 preferred shares. The $10.0 million was not raised and the Company issued 1,584,660 The Company recorded the SAFE when issued at its fair value, which was measured at $ 2 million In March 2020, the Company negotiated an additional investment agreement with NuVasive whereby NuVasive purchased $ 308,720 In June 2021, NuVasive’s convertible note principal plus accrued, but unpaid, interest was converted (in accordance with the terms of all of the convertible notes) into Series B-3 Preferred shares (see Convertible Notes As of December 31, 2021, there were no Convertible Notes payable and outstanding. There was no convertible note activity in the year ended December 31, 2022. Cares Act Paycheck Protection Program Loan (PPP Loan) In April 2020 and February 2021, the Company entered into two promissory notes evidencing an unsecured loan (the “Loans”) in the amounts of $ 245,191 125,000 The PPP promissory notes were to mature in March 2022 (2020 note) and January 2026 (2021 note) and bear interest at a rate of 1% per annum, payable monthly commencing in June 2019 and November 2020. The Loans could be prepaid by the Company at any time prior to maturity with no prepayment penalties. The proceeds from the Loans could only be used for payroll costs (including benefits), interest on mortgage obligations, rent, utilities and interest on certain other debt obligations. The Loans contained customary events of default relating to, among other things, payment defaults, making materially false and misleading representations to the lender, or breaching the terms of the Loan documents. The occurrence of an event of default would result in an increase in the interest rate to 18% per annum and provide the lender with customary remedies, including the right to require immediate payment of all amounts owed under the promissory note. Pursuant to the terms of the CARES Act and the PPP, the Company applied in February 2021 to the lender for forgiveness of the amount due on the Loans. In May 2021, the Company was notified that 100% of the first loan of $ 245,191 2,622 125,000 698 As of December 31, 2021, there was no outstanding PPP loan balance. There was no activity for PPP loans for the year ended December 31, 2022. Secured Promissory Notes Payable In June 2021, the Company issued $ 2.0 million On April 21, 2022, the registration statement for our IPO was declared effective. In connection with the effectiveness of the IPO registration statement, all accrued interest on the Company's outstanding secured promissory notes was converted into (i) 426,768 426,768 1,299,507 On April 27, 2022, the Company used $ 2 million |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10. COMMITMENTS AND CONTINGENCIES Royalty Agreement The Company has an exclusive license agreement with the Regents of the University of California to make, use, sell and otherwise distribute products under certain of the Regents of the University of California’s patents anywhere in the world. The Company is obligated to pay a minimum annual royalty of $ 50,000 50,000 Additionally, the Company was obligated to make a cash Indexed Milestone Payment to the Regents of the University of California in the event of either a change of control or an IPO. This cash payment was calculated as follows: 28,532 post-split shares (213,313 pre-split shares) of Company common stock times the IPO price of $4.34. On May 2, 2022, in connection with the IPO, the Company paid the University of California - San Francisco the amount of $ 123,828 to satisfy the Indexed Milestone Payment obligation included within the exclusive license agreement. Litigation To date, the Company has not been involved in legal proceedings arising in the ordinary course of its business. If any legal proceeding occurs, the Company would record a provision for a loss when it believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated, although litigation is inherently unpredictable and is subject to significant uncertainties, some of which are beyond the Company’s control. Should any of these estimates and assumptions change or prove to have been incorrect, the Company could incur significant charges related to legal matters that could have a material impact on its results of operations, financial position and cash flows. Stock Option Grant to our Executive Chairman In September 2021, the Board of Directors approved a stock option grant of 1,204,819 On April 21, 2022, 1,204,819 On September 15, 2022, the Board of Directors approved a stock option grant of an additional 185,285 1.94 10 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 11. STOCKHOLDERS’ EQUITY The Company filed an Amended and Restated Certificate of Incorporation on April 21, 2022, as part of the IPO. The Company is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Company is authorized to issue is two hundred twenty million (220,000,000) shares. Two hundred million ( 200,000,000 0.00001 20,000,000 0.00001 Prior to the IPO, the Company had authorized two classes of shares. These classes included shares of common stock and preferred stock. There was one authorized series of shares of common stock and eight existing authorized series of preferred stock: Series A-1, A-2, A-3, A-4, B, B-1, B-2, and B-3. The preferred shares converted to common shares on a 1:1 pre-split basis immediately prior to the Stock Split on April 21, 2022. Those common shares were adjusted to reflect the Stock Split as described in Note 1 Reverse Stock Split. Preference Amounts Issue Date Total Face Value of Investment Issue Purchase Price/Share Series A-1 Preferred Stock 12/31/2014 $ 1,247,541 $ 0.70 Prior to its conversion to common shares, the Series A-1 had a 1x liquidation preference junior to B/B1 plus participation on an as-converted to common basis, which participation was capped at 3x, conversion into common stock at a ratio of 1:1, limited anti-dilution protection, and voting rights on an as-converted to common basis. Series A-2 Preferred Stock 12/31/2014 $ 1,114,797 $ 0.77 Prior to its conversion to common shares, the Series A-2 had a 1x liquidation preference junior to B/B1 plus participation on an as-converted to common basis, which participation was capped at 3x, conversion into common stock at a ratio of 1:1, limited anti-dilution protection, and voting rights on an as-converted to common basis. Series A-3 Preferred Stock 12/31/2014 $ 795,002 $ 0.85 Prior to its conversion to common shares, the Series A-3 had a 1x liquidation preference junior to B/B1 plus participation on an as-converted to common basis, which participation was capped at 3x, conversion into common stock at a ratio of 1:1, limited anti-dilution protection, and voting rights on an as-converted to common basis. Series A-4 Preferred Stock 12/31/2014 $ 1,965,288 $ 0.94 Prior to its conversion to common shares, the Series A-4 had a 1x liquidation preference junior to B/B1 plus participation on an as-converted to common basis, which participation was capped at 3x, conversion into common stock at a ratio of 1:1, limited anti-dilution protection, and voting rights on an as-converted to common basis. Series B Preferred Stock 12/5/2015 $ 5,013,579 $ 1.00 Prior to its conversion to common shares, the Series B had a 1x senior liquidation preference junior to B/B1 plus participation on an as-converted to common basis, which participation was capped at 3x, conversion into common stock at a ratio of 1:1, limited anti-dilution protection, and voting rights on an as-converted to common basis. The dividend rate is 6.0% Dividends are cumulative. Accrued and unpaid dividends are payable in shares of common stock in certain events (including an IPO) at the then current fair market value of the common stock. Series B-1 Preferred Stock 7/27/2017 $ 1,500,000 $ 1.26 8/2/2018 $ 5,217,698 $ 1.26 3/1/2019 $ 2,463,328 $ 1.26 Prior to its conversion to common shares, the Series B-1 had a 1x senior liquidation preference junior to B2/B3 plus participation on an as-converted to common basis, which participation was capped at 3x, conversion into common stock at a ratio of 1:1, limited anti-dilution protection, and voting rights on an as-converted to common basis. The dividend rate is 6.0%. Dividends are cumulative. Accrued and unpaid dividends are payable in shares of common stock in certain events (including an IPO) at the then current fair market value of the common stock. Preference Amounts Issue Date Total Face Value of Investment Issue Purchase Price/Share Series B-2 Preferred Stock 12/3/2021 $ 1,774,819 $ 1.12 Prior to its conversion to common shares, the Series B-2 has a 1x senior liquidation preference plus participation on an as-converted to common basis, which participation was capped at 3x, conversion into common stock at a ratio of 1:1, limited anti-dilution protection, and voting rights on an as-converted to common basis. The dividend rate is 6.0%. Dividends are cumulative. Accrued and unpaid dividends are payable in shares of common stock in certain events (including an IPO) at the then current fair market value of the common stock. Redemption is available by a majority vote of holders commencing after fifth anniversary from issuance, payable in three annual installments. Series B-3 Preferred Stock 12/3/2021 $ 5,327,468 $ 1.26 Prior to its conversion to common shares, the Series B-3 has a 2x senior liquidation preference, conversion into common stock at a ratio of 1:1, limited anti-dilution protection, and voting rights on an as-converted to common basis. The dividend rate is 6.0%. Dividends are cumulative. Accrued and unpaid dividends are payable in shares of common stock in certain events (including an IPO) at the then current fair market value of the common stock. Redemption is available by a majority vote of holders commencing after fifth anniversary from issuance, payable in three annual installments. Warrants Warrants issued with Convertible Notes During the years ended December 31, 2021, and 2020, the Company issued 17,286 58,846 60,408 152,653 Warrants issued in connection with the IPO In connection with the Company’s IPO, all accrued interest on the Company's outstanding secured promissory notes were converted into (i) 426,768 post-split common shares and (ii) 426,768 post-split common stock warrants, with beneficial conversion rates charged to interest expense upon conversion. These warrants have an exercise price of $4.35 per share. In the IPO, the Company sold 2,165,000 On April 22, 2022, the underwriters partially exercised their over-allotment option for an additional 324,750 In connection with the IPO, we issued to the representative of the underwriters’ common stock warrants for 173,200 5.44 April 26, 2027 The Company evaluated the terms of all warrants issued at the IPO and determined that they should be classified as equity instruments based upon accounting guidance provided in ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging As of December 31, 2022, 2,489,750 599,968 |
NET LOSS PER SHARE OF COMMON ST
NET LOSS PER SHARE OF COMMON STOCK | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE OF COMMON STOCK | NOTE 12. NET LOSS PER SHARE OF COMMON STOCK Basic and diluted net loss per share is computed by dividing net loss attributable to stockholders by the weighted average number shares of common stock outstanding during the year. Potentially dilutive outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for loss periods presented because including them would have been antidilutive. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share attributable to stockholders follows: Reconciliation of loss per share December 31, 2022 2021 Numerator: Net loss used to compute basic and diluted loss per common share $ (8,021,064 ) $ (5,955,888 ) Denominator: Weighted average shares used to compute basic and dilutive loss per share 6,105,569 905,685 The following outstanding potentially dilutive securities were excluded from the calculation of dilutive loss per share attributable to common stockholders because their impact would have been antidilutive for the period presented: Schedule of anti dilutive securities excluded from computation of earnings per share December 31, 2022 December 31, 2021 Series A and B convertible preferred stock 819,779 2,565,809 Warrants 2,329,977 70,840 Restricted stock units 50,038 – Stock options 2,481,816 985,283 5,681,610 3,621,932 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 13. STOCK-BASED COMPENSATION 2022 Aclarion Equity Incentive Plan On April 21, 2022, in connection with the IPO, the Company’s 2022 Aclarion Equity Incentive Plan, or “2022 Plan”, went into effect. Our board of directors has appointed the compensation committee of our board of directors as the committee under the 2022 Plan with the authority to administer the 2022 Plan. The aggregate number of our shares of common stock that may be issued or used for reference purposes under the 2022 Plan is 2,000,000 Options granted under the 2022 Plan may be incentive stock options or non-statutory stock options, as determined by the administrator at the time of grant of an option. Restricted stock may also be granted under the 2022 Plan. The options vest in accordance with the grant terms and are exercisable for a period of up to 10 years from grant date. The fair value of the options granted for the twelve months ended December 31, 2022, and December 31, 2021, respectively, were estimated at the date of grant using the Black-Scholes-Merton option pricing model with the following assumptions: Assumptions used for valuation Risk-free interest rate (4/2022 – 8/2022) 1.99 Risk-free interest rate (9/2022 – 12/2022) 3.67 Dividend yield – Expected term 6-8 years Expected volatility 66.35 Nocimed, Inc. 2015 Stock Plan The Company maintains the Nocimed, Inc. 2015 Stock Plan, or the “Existing Plan”, under which the Company could grant 2,440,931 post-split shares or options of the Company to our employees, consultants, and other service providers. The Company has suspended the Existing Plan in connection with the IPO. No further awards will be granted under the Existing Plan, but awards granted prior to the suspension date will continue in accordance with their terms and the terms of the Existing Plan. The fair value of the options granted for the twelve months ended December 31, 2022, and 2021, were estimated at the date of grant using the Black-Scholes-Merton option pricing model with the following assumptions: Assumptions used for valuation Risk-free interest rate 1.99 Dividend yield – Expected term 6-8 years Expected volatility 25.00 Determining Fair Value of Stock Options The fair value of each grant of stock options was determined by the Company using the methods and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment to determine. Valuation and Amortization Method Expected Term Expected Volatility Risk-Free Interest Rate Dividend Yield Stock Award Activity A summary of option activity under the Company’s equity incentive plans is as follows: Schedule of option activity Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (In Years) Balance at December 31, 2021 2,255,672 $ 1.84 9.2 Options granted 533,349 $ 2.30 9.6 Options exercised – Options forfeited/expired (50,201 ) $ 1.27 5.6 Balance at December 31, 2022 2,738,820 $ 1.94 8.4 Exercisable at December 31, 2022 2,169,088 $ 1.87 8.3 Vested and expected to vest at December 31, 2022 2,738,820 $ 1.94 8.4 The aggregate intrinsic value in the table above of the unexercised options reflects the total pre-tax intrinsic value (the difference between the Nasdaq closing price on December 30, 2022, and the exercise price of the options that would have been received by option holders if all options exercisable had been exercised. The aggregate intrinsic value of options outstanding at December 31, 2022 is $ 0 0 As of December 31, 2022, there was approximately $ 559,414 The Company adjusts expense for actual forfeitures in the periods they occur. Restricted Stock Units In 2022, the Company granted RSUs under the 2022 Plan that have a combination of time-based and performance-based vesting, contingent upon continued service with the Company. The Company granted certain consultants an aggregate of 481,915 RSU activity under the 2022 Plan was as follows for the year ended December 31, 2022: Schedule of restricted stock unit, activity RSU’s Outstanding Weighted-Average Grant-Date Fair value per Unit Nonvested as of December 31, 2021 – $ – Granted 481,915 0.82 Vested (61,826 ) 0.87 Forfeited – – Nonvested as of December 31, 2022 420,089 $ 0.82 The grant date fair value for a RSU is the market price of the common stock on the date of grant. The total fair value of RSUs vested during 2022 was $ 53,912 As of December 31, 2022, there was approximately $ 291,331 Common Stock Subject to Vesting The Company entered into a contract for consulting services shortly after the completion of the IPO in April 2022. The contract included a fee payable in the form of 40,000 102,000 Stock-based Compensation Expense The following table summarizes the total stock-based compensation expense Schedule of stock-based compensation expense December 31, 2022 2021 Sales and marketing $ 57,299 $ 4,741 Research and development (259 ) 23,604 General and administrative 1,129,619 149,144 $ 1,186,659 $ 177,489 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14. SUBSEQUENT EVENTS On February 16, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Jeffrey Thramann, the Company’s Executive Chairman (the “Purchaser”) pursuant to which it issued and sold one (1) share (the “Share”) of the Company’s newly designated Series A Preferred Stock, par value $0.00001 per share (the “Series A Preferred Stock”), to such Purchaser for an aggregate purchase price of $1,000. The Share of Series A Preferred Stock will have 15,000,000 votes and will vote together with the outstanding shares of the Company’s common stock as a single class exclusively with respect to any proposal to amend the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock. The Share of Series A Preferred Stock will be voted, without action by the holder, on any such reverse stock split proposal in the same proportion as shares of common stock are voted on such proposal (excluding any common shares that are not voted). The Series A Preferred Stock otherwise has no voting rights, except as may otherwise be required by the General Corporation Law of the State of Delaware. The Share of Series A Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Share of Series A Preferred Stock has no rights with respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily. The holder of the Share of Series A Preferred Stock will not be entitled to receive dividends of any kind. The outstanding share of Preferred Stock shall be redeemed in whole, but not in part, at any time (i) if such redemption is ordered by the Board of Directors in its sole discretion or (ii) automatically upon the effectiveness of the amendment to the Certificate of Incorporation implementing a reverse stock split. Upon such redemption, the holder of the Series A Preferred Stock will receive consideration of $1,000.00 in cash. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The financial statements include some amounts that are based on management's best estimates and judgments. The most significant estimates relate to depreciation, amortization, valuation of capital stock, and valuation of warrants and options to purchase shares of the Company's preferred and common stock. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant. |
Reclassifications | Reclassifications Certain accounts relating to the prior year have been reclassified to conform to the current period’s presentation. These reclassifications had no effect on the net income or net assets as previously reported. |
Valuation of Derivative Instruments | Valuation of Derivative Instruments Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging: Contracts on an Entity’s Own Equity |
Fair Value Measurements | Fair Value Measurements The carrying values of the Company’s financial instruments including cash equivalents, restricted cash, accounts receivable and accounts payable, and notes payable are approximately equal to their respective fair values due to the relatively short-term nature of these instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs), and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company had no 1,229,000 201,000 10,000 |
Accounts Receivable, Less Allowance for Doubtful Accounts | Accounts Receivable, Less Allowance for Doubtful Accounts The Company estimates an allowance for doubtful accounts based upon an evaluation of the current status of receivables, historical experience, and other factors as necessary. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. The allowance for doubtful accounts was $ 0 |
Revenue Recognition | Revenue Recognition Revenues are recognized when a contract with a customer exists, and at that point in time when we have delivered a Nociscan report to our customer. Revenue is recognized in the amount that reflects the negotiated consideration expected to be received in exchange for those reports. Following the delivery of the report, the company has no ongoing obligations or services to provide to the customer. Customers pay no other upfront, licensing, or other fees. To date, our reports are not reimbursable under any third-party payment arrangements, The Company invoices its customers based on the billing schedules in its sales arrangements. Payment terms range generally from 30 to 90 days, from the date of invoice. |
Geographic Locations & Segments | Geographic Locations & Segments Approximately 9 11 |
Segment Disclosure | Segment Disclosure The Company has a single operating and reporting segment, which is the delivery of Nociscan reports to our customers. The Company’s Chief Executive Officer reviews financial information for purposes of making operating decisions and assessing financial performance. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the related assets. Furniture and fixtures are depreciated over seven years. Computer and office equipment and computer software are depreciated over five years. Repairs and maintenance costs, which are not considered improvements and do not extend the useful life of the property and equipment, are expensed as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including intangible assets, property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable using pre-tax undiscounted cash flows. Impairment, if any, is measured as the amount by which the carrying value of a long-lived asset exceeds its fair value. |
Sales and Marketing Expenses | Sales and Marketing Expenses The Company expenses the costs of sales and marketing its products and services as incurred. The primary drivers of cost have been employee payroll, website and branding development, press releases, attendance at various industry conferences, Key Opinion Leader consulting fees, and travel expenses. |
Research and Development Costs | Research and Development Costs Costs related to research, design and development of products are charged to research and development expense as incurred. These costs include direct compensation, benefits, and other headcount related costs for research and development personnel; costs for materials used in research and development activities; costs for outside services and allocated portions of facilities and other corporate costs. The Company has entered into research and clinical study arrangements with selected hospitals, cancer treatment centers, academic institutions and research institutions worldwide. These agreements support the Company’s internal research and development capabilities. |
Liquidity, Capital Resources and Going Concern | Liquidity, Capital Resources and Going Concern The Company believes that the net proceeds from the April 2022 initial public offering will be sufficient to fund current operating plans into the second quarter of 2023. The Company has based these estimates, however, on assumptions that may prove to be wrong, and could spend available financial resources much faster than we currently expect. The Company will need to raise additional funds to continue funding our technology development . As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern. |
Share-Based Compensation | Share-Based Compensation The Company accounts for stock-based awards in accordance with provisions of ASC Topic 718, Compensation—Stock Compensation The exercise or strike price of each option is not less than 100% of the fair market value of the Common Stock subject to the option on the date the option is granted. The Company issues restricted stock unit awards to non-employee consultants who are providing various services. The awards are valued at the market price on the date of the grant. The awards vest over the contract life and based on achievement of targeted performance milestones. On occasion, the Company grants common stock, subject to vesting, to compensate vendors for services rendered. |
Deferred Financing Costs | Deferred Financing Costs The Company capitalizes certain legal, accounting, and other fees and costs that are directly attributable to in-process equity financings as deferred offering costs until such financings are completed. Upon the completion of an equity financing, these costs are recorded as a reduction of additional paid-in capital of the related offering. Upon the completion of the IPO in April 2022, approximately $ 1.5 million |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay the adoption of new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies. |
Income Taxes | Income Taxes The Company is required to estimate its income taxes in each of the tax jurisdictions in which it operates prior to the completion and filing of tax returns for such periods. This process involves estimating actual current tax expense together with assessing temporary differences in the treatment of items for tax purposes versus financial accounting purposes that may create net deferred tax assets and liabilities. The Company accounts for income taxes under the asset and liability method, which requires, among other things, that deferred income taxes be provided for temporary differences between the tax bases of the Company’s assets and liabilities and their financial statement reported amounts. In addition, deferred tax assets are recorded for the future benefit of utilizing net operating losses, research and development credit carryforwards and other deferred tax assets. The Company has not recorded an deferred tax asset because of the uncertainty that the Company will be able to utilize any future benefits (see Liquidity, Capital Resources and Going Concern in Note 2). Generally, the Company is not subject to income tax examinations for periods prior to 2019. |
SUPPLEMENTAL FINANCIAL INFORM_2
SUPPLEMENTAL FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of accounts receivable | Schedule of accounts receivable December 31, 2022 2021 Accounts receivable (1) $ 18,569 $ 6,280 Less: Allowance for doubtful accounts – – Accounts receivable, net $ 18,569 $ 6,280 ( Accounts receivable denominated in foreign currencies represent less than 15% of accounts receivable in all periods. |
Schedule of accrued and other liabilities | Schedule of accrued and other liabilities December 31, 2022 2021 Accounts payable $ 457,558 $ 1,059,546 Credit cards payable 4,644 5,758 Accrued salaries and expenses 610,765 340,363 Accrued Interest – 356,219 Accrued and other liabilities $ 1,072,967 $ 1,761,886 |
Schedule of other expense | Schedule of other expense Year Ended December 31, Income/(Expense) 2022 2021 Bank Interest $ 2,510 $ (1,568 ) California Relief Program 1 – 5,000 Taxes (800 ) (800 ) Foreign Currency Gain (Loss) (1,190 ) (1,309 ) Other – 3,135 $ 520 $ 4,458 1 The California Small Business COVID-19 Relief Grant Program (the ''Program") provides micro grants ranging from $5,000 to $25,000 to eligible small businesses and nonprofits impacted by COVID-19 and the related health and safety restrictions. |
PROPERTY, PLANT, AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment December 31, 2022 2021 Furniture and fixtures $ – $ 7,700 Computer and office equipment 13,032 45,187 Software 42,150 42,150 Other Equipment 18,190 18,190 73,372 113,227 Less: Accumulated depreciation (70,026 ) (100,591 ) Property and equipment, net $ 3,346 $ 12,636 |
Schedule of future depreciation of property and equipment | Schedule of future depreciation of property and equipment 2023 $ 1,563 2024 1,187 2025 596 Total $ 3,346 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible Assets | Intangible Assets December 31, 2022 December 31, 2021 Patents and licenses $ 2,147,729 $ 1,938,858 UC royalty 200,000 150,000 Other 5,017 5,017 Total intangible assets gross 2,352,746 2,093,875 Less: accumulated amortization (1,138,372 ) (949,250 ) Intangible assets, net $ 1,214,374 $ 1,144,625 |
Patents And Licenses [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Schedule of future amortization | Schedule of future amortization 2023 $ 15,312 2024 19,219 2025 21,910 2026 27,532 2027 and beyond (87,101 ) Total $ 0 |
U C Royalty [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Schedule of future amortization | Schedule of future amortization 2023 $ 158,114 2024 153,587 2025 153,587 2026 153,587 2027 and beyond 595,499 Total $ 1,214,374 |
NET LOSS PER SHARE OF COMMON _2
NET LOSS PER SHARE OF COMMON STOCK (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Reconciliation of loss per share | Reconciliation of loss per share December 31, 2022 2021 Numerator: Net loss used to compute basic and diluted loss per common share $ (8,021,064 ) $ (5,955,888 ) Denominator: Weighted average shares used to compute basic and dilutive loss per share 6,105,569 905,685 |
Schedule of anti dilutive securities excluded from computation of earnings per share | Schedule of anti dilutive securities excluded from computation of earnings per share December 31, 2022 December 31, 2021 Series A and B convertible preferred stock 819,779 2,565,809 Warrants 2,329,977 70,840 Restricted stock units 50,038 – Stock options 2,481,816 985,283 5,681,610 3,621,932 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Assumptions used for valuation | Assumptions used for valuation Risk-free interest rate (4/2022 – 8/2022) 1.99 Risk-free interest rate (9/2022 – 12/2022) 3.67 Dividend yield – Expected term 6-8 years Expected volatility 66.35 |
Schedule of option activity | Schedule of option activity Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (In Years) Balance at December 31, 2021 2,255,672 $ 1.84 9.2 Options granted 533,349 $ 2.30 9.6 Options exercised – Options forfeited/expired (50,201 ) $ 1.27 5.6 Balance at December 31, 2022 2,738,820 $ 1.94 8.4 Exercisable at December 31, 2022 2,169,088 $ 1.87 8.3 Vested and expected to vest at December 31, 2022 2,738,820 $ 1.94 8.4 |
Schedule of restricted stock unit, activity | Schedule of restricted stock unit, activity RSU’s Outstanding Weighted-Average Grant-Date Fair value per Unit Nonvested as of December 31, 2021 – $ – Granted 481,915 0.82 Vested (61,826 ) 0.87 Forfeited – – Nonvested as of December 31, 2022 420,089 $ 0.82 |
Schedule of stock-based compensation expense | Schedule of stock-based compensation expense December 31, 2022 2021 Sales and marketing $ 57,299 $ 4,741 Research and development (259 ) 23,604 General and administrative 1,129,619 149,144 $ 1,186,659 $ 177,489 |
Nocimed 2015 Stock Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Assumptions used for valuation | Assumptions used for valuation Risk-free interest rate 1.99 Dividend yield – Expected term 6-8 years Expected volatility 25.00 |
THE COMPANY AND BASIS OF PRES_2
THE COMPANY AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 12 Months Ended | |||||||
May 13, 2022 | May 02, 2022 | Apr. 29, 2022 | Apr. 26, 2022 | Apr. 26, 2022 | Apr. 21, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Proceeds from Issuance or Sale of Equity | $ 8,552,318 | $ 0 | ||||||
Stockholders' Equity, Reverse Stock Split | 1-for-7.47 reverse stock split | |||||||
Aclarion Equity Incentive Plan 2022 [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 2,000,000 | |||||||
Executive Chairman [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 1,204,819 | |||||||
IPO [Member] | David Neal [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Labor and Related Expense | $ 100,000 | |||||||
IPO [Member] | Brent Ness [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Labor and Related Expense | $ 100,000 | |||||||
IPO [Member] | James Peacock [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Labor and Related Expense | $ 130,000 | |||||||
IPO [Member] | UCSF [Member] | Indexed Milestone Payment Obligation [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Payments for Other Operating Activities | $ 123,828 | |||||||
Preferred Stock [Member] | Pre Split Shares [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Conversion of Stock, Shares Converted | 24,495,004 | |||||||
Warrants [Member] | IPO [Member] | Underwriters [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 173,200 | 173,200 | ||||||
Warrants and Rights Outstanding, Maturity Date | Apr. 26, 2027 | Apr. 26, 2027 | ||||||
Unit Of Common Stock And Warrant [Member] | IPO [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 2,165,000 | 2,165,000 | ||||||
Proceeds from Issuance or Sale of Equity | $ 8,600,000 | |||||||
Common Stock Warrants [Member] | IPO [Member] | Underwriters [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 324,750 | |||||||
Warrants Converted Into Common Stock [Member] | Common Stock [Member] | Post Split Shares [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Conversion of Stock, Shares Issued | 60,408 | |||||||
Preferred Stock Converted To Common Stock [Member] | Common Stock [Member] | Post Split Shares [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Conversion of Stock, Shares Issued | 3,279,117 | |||||||
Dividends Converted To Common Stock [Member] | Common Stock [Member] | Post Split Shares [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Conversion of Stock, Shares Issued | 984,429 | |||||||
Interest Converted To Common Stock [Member] | Common Stock [Member] | Post Split Shares [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Conversion of Stock, Shares Issued | 426,768 | |||||||
Interest Converted To Warrants [Member] | Warrants [Member] | Post Split Shares [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Conversion of Stock, Shares Issued | 426,768 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2022 | |
Product Information [Line Items] | |||
Cash Equivalents, at Carrying Value | $ 0 | $ 0 | |
Cash, Uninsured Amount | 1,229,000 | 201,000 | |
Restricted Cash | 10,000 | 20,000 | |
Accounts Receivable, Allowance for Credit Loss | $ 0 | $ 0 | |
Deferred Offering Costs | $ 1,500,000 | ||
Revenue, Segment Benchmark [Member] | Customer Concentration Risk [Member] | Customers Outside The U S [Member] | |||
Product Information [Line Items] | |||
Revenues from contracts with customers | 9% | 11% |
SUPPLEMENTAL FINANCIAL INFORM_3
SUPPLEMENTAL FINANCIAL INFORMATION (Details - Accounts receivable) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Accounts receivable, net | 18,569 | 6,280 |
Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable gross | $ 18,569 | $ 6,280 |
SUPPLEMENTAL FINANCIAL INFORM_4
SUPPLEMENTAL FINANCIAL INFORMATION (Details - Accounts payable) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts payable | $ 457,558 | $ 1,059,546 |
Credit cards payable | 4,644 | 5,758 |
Accrued salaries and expenses | 610,765 | 340,363 |
Accrued Interest | 0 | 356,219 |
Accrued and other liabilities | $ 1,072,967 | $ 1,761,886 |
SUPPLEMENTAL FINANCIAL INFORM_5
SUPPLEMENTAL FINANCIAL INFORMATION (Details - Other expense) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Other income expenses | $ 520 | $ 4,458 | |
Bank Interest [Member] | |||
Other income expenses | 2,510 | (1,568) | |
California Relief Program [Member] | |||
Other income expenses | [1] | 0 | 5,000 |
Taxes [Member] | |||
Other income expenses | (800) | (800) | |
Exchange Gain Loss [Member] | |||
Other income expenses | (1,190) | (1,309) | |
Other [Member] | |||
Other income expenses | $ 0 | $ 3,135 | |
[1]The California Small Business COVID-19 Relief Grant Program (the ''Program") provides micro grants ranging from $5,000 to $25,000 to eligible small businesses and nonprofits impacted by COVID-19 and the related health and safety restrictions. |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | |||
Operating Lease, Expense | $ 36,070 | $ 64,932 | |
Operating Leases, Income Statement, Sublease Revenue | $ 48,400 | $ 26,340 |
PROPERTY, PLANT, AND EQUIPMEN_2
PROPERTY, PLANT, AND EQUIPMENT (Details - property and equipment) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 73,372 | $ 113,227 |
Accumulated depreciation | (70,026) | (100,591) |
Property, plant and equipment, net | 3,346 | 12,636 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 0 | 7,700 |
Computer And Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 13,032 | 45,187 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 42,150 | 42,150 |
Other Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 18,190 | $ 18,190 |
PROPERTY, PLANT, AND EQUIPMEN_3
PROPERTY, PLANT, AND EQUIPMENT (Details - future depreciation) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
2023 | $ 1,563 | |
2024 | 1,187 | |
2025 | 596 | |
Total | $ 3,346 | $ 12,636 |
PROPERTY, PLANT, AND EQUIPMEN_4
PROPERTY, PLANT, AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 4,500 | $ 12,981 |
Sale of property and equipment | $ 1,000 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets gross | $ 2,352,746 | $ 2,093,875 |
Less: accumulated amortization | 1,138,372 | 949,250 |
Intangible assets, net | 1,214,374 | 1,144,625 |
Patents And Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets gross | 2,147,729 | 1,938,858 |
U C Royalty [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets gross | 200,000 | 150,000 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets gross | $ 5,017 | $ 5,017 |
INTANGIBLE ASSETS (Details - fu
INTANGIBLE ASSETS (Details - future amortization) | Dec. 31, 2022 USD ($) |
Patents And Licenses [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2023 | $ 15,312 |
2024 | 19,219 |
2025 | 21,910 |
2026 | 27,532 |
2027 and beyond | (87,101) |
Total | 0 |
Patents And Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2023 | 158,114 |
2024 | 153,587 |
2025 | 153,587 |
2026 | 153,587 |
Total | 1,214,374 |
2027 and beyond | $ 595,499 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 189,121 | $ 176,390 |
Impairment of Intangible Assets, Finite-Lived | $ 0 | $ 0 |
SHORT TERM NOTES AND CONVERTI_2
SHORT TERM NOTES AND CONVERTIBLE DEBT (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Apr. 30, 2022 | Apr. 21, 2022 | Dec. 31, 2021 | Aug. 31, 2021 | May 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | Apr. 30, 2020 | Mar. 31, 2020 | |
Debt Instrument [Line Items] | ||||||||||||
Repayments of Notes Payable | $ 2,000,000 | $ 0 | ||||||||||
Interest Converted To Common Stock [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | $ 1,299,507 | |||||||||||
Common Stock [Member] | Post Split Shares [Member] | Interest Converted To Common Stock [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 426,768 | |||||||||||
Warrants [Member] | Post Split Shares [Member] | Interest Converted To Common Stock [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 426,768 | |||||||||||
Qualified Financing [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notes Payable | $ 2,000,000 | |||||||||||
Repayments of Notes Payable | $ 2,000,000 | |||||||||||
PPP Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notes Payable | $ 245,191 | |||||||||||
Debt Instrument, Decrease, Forgiveness | $ 245,191 | |||||||||||
Interest forgiven | $ 2,622 | |||||||||||
PPP Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notes Payable | $ 125,000 | |||||||||||
Debt Instrument, Decrease, Forgiveness | $ 125,000 | |||||||||||
Interest forgiven | $ 698 | |||||||||||
Accredited Investors [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible Notes Payable | $ 814,500 | $ 814,500 | $ 1,598,488 | |||||||||
Accredited Investors [Member] | Convertible Notes Payable [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | 10% | ||||||||||
Interest Payable | $ 3,201,977 | $ 3,201,977 | ||||||||||
NuVasive [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible Notes Payable | $ 308,720 | |||||||||||
NuVasive [Member] | SAFE Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stock issued for SAFE Agreement, shares | 1,584,660 | |||||||||||
Stock issued for SAFE Agreement, value | $ 2,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
May 02, 2022 | Apr. 21, 2022 | Sep. 15, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Stock option grants, shares | 533,349 | |||||
Exercise price | $ 1.94 | |||||
Stock options contractual term | 10 years | 8 years 4 months 24 days | ||||
Board Of Directors [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Stock option grants, shares | 185,285 | |||||
Regents Of The University Of California [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Minimum annual royalty payment | $ 50,000 | |||||
Royalty Expense | $ 50,000 | $ 50,000 | ||||
UCSF [Member] | IPO [Member] | Indexed Milestone Payment Obligation [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Payments for Other Operating Activities | $ 123,828 | |||||
Executive Chairman [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Stock option grants, shares | 1,204,819 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 1,204,819 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Apr. 26, 2022 | Apr. 26, 2022 | Dec. 03, 2021 | Mar. 01, 2019 | Aug. 02, 2018 | Jul. 27, 2017 | Dec. 05, 2015 | Dec. 31, 2014 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||||||||||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | ||||||||||
Preferred Stock, Shares Authorized | 20,000,000 | |||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | |||||||||||
Warrant [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Class of Warrant or Right, Outstanding | 2,489,750 | |||||||||||
Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 40,000 | |||||||||||
Class of Warrant or Right, Outstanding | 599,968 | |||||||||||
Warrants Converted To Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Conversion of Stock, Shares Issued | 60,408 | |||||||||||
Warrants Issued For Convertible Notes [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
[custom:WarrantsIssuedShares] | 17,286 | 58,846 | ||||||||||
Warrants Issued With Convertible Notes [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Loss on warrants exercised | $ 152,653 | |||||||||||
Preferred Stock Series A 1 [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance date | Dec. 31, 2014 | |||||||||||
Preferred Stock, Value, Issued | $ 1,247,541 | |||||||||||
Shares Issued, Price Per Share | $ 0.70 | |||||||||||
Preferred Stock Series A 2 [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance date | Dec. 31, 2014 | |||||||||||
Preferred Stock, Value, Issued | $ 1,114,797 | |||||||||||
Shares Issued, Price Per Share | $ 0.77 | |||||||||||
Preferred Stock Series A 3 [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance date | Dec. 31, 2014 | |||||||||||
Preferred Stock, Value, Issued | $ 795,002 | |||||||||||
Shares Issued, Price Per Share | $ 0.85 | |||||||||||
Preferred Stock Series A 4 [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance date | Dec. 31, 2014 | |||||||||||
Preferred Stock, Value, Issued | $ 1,965,288 | |||||||||||
Shares Issued, Price Per Share | $ 0.94 | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred Stock, Shares Authorized | 5,180,814 | |||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | |||||||||||
Issuance date | Dec. 05, 2015 | |||||||||||
Preferred Stock, Value, Issued | $ 5,013,579 | $ 0 | $ 52 | |||||||||
Shares Issued, Price Per Share | $ 1 | |||||||||||
Series B 1 Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred Stock, Shares Authorized | 10,758,338 | |||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | |||||||||||
Issuance date | Mar. 01, 2019 | Aug. 02, 2018 | Jul. 27, 2017 | |||||||||
Preferred Stock, Value, Issued | $ 2,463,328 | $ 5,217,698 | $ 1,500,000 | 0 | $ 73 | |||||||
Shares Issued, Price Per Share | $ 1.26 | $ 1.26 | $ 1.26 | |||||||||
Series B 2 Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred Stock, Shares Authorized | 1,600,000 | |||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||||||
Issuance date | Dec. 03, 2021 | |||||||||||
Preferred Stock, Value, Issued | $ 1,774,819 | 0 | $ 16 | |||||||||
Shares Issued, Price Per Share | $ 1.12 | |||||||||||
Series B 3 Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred Stock, Shares Authorized | 4,300,000 | |||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||||||
Issuance date | Dec. 03, 2021 | |||||||||||
Preferred Stock, Value, Issued | $ 5,327,468 | $ 0 | $ 42 | |||||||||
Shares Issued, Price Per Share | $ 1.26 | |||||||||||
Unit Of Common Stock And Warrant [Member] | IPO [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 2,165,000 | 2,165,000 | ||||||||||
IPO Warrants [Member] | IPO [Member] | Underwriters [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 324,750 | |||||||||||
Warrants [Member] | IPO [Member] | Underwriters [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 173,200 | 173,200 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.44 | $ 5.44 | ||||||||||
Warrants and Rights Outstanding, Maturity Date | Apr. 26, 2027 | Apr. 26, 2027 |
NET LOSS PER SHARE OF COMMON _3
NET LOSS PER SHARE OF COMMON STOCK (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss used to compute basic and diluted loss per common share | $ (8,021,064) | $ (5,955,888) |
Weighted Average Number of Shares Outstanding, Basic | 6,105,569 | 905,685 |
Weighted Average Number of Shares Outstanding, Diluted | 6,105,569 | 905,685 |
NET LOSS PER SHARE OF COMMON _4
NET LOSS PER SHARE OF COMMON STOCK (Details - dilutive securities) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 5,681,610 | 3,621,932 |
Series A And B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 819,779 | 2,565,809 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 2,329,977 | 70,840 |
Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 50,038 | 0 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 2,481,816 | 985,283 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details - Assumptions used for valuation) | 1 Months Ended | 5 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Aug. 31, 2022 | Dec. 31, 2022 | |
Aclarion Equity Incentive Plan 2022 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 3.67% | 1.99% | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term, Simplified Method | 6-8 years | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 66.35% | ||
Nocimed 2015 Stock Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.99% | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term, Simplified Method | 6-8 years | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 25% |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details - Option activity) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 15, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Beginning Balance | 2,255,672 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 1.84 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 8 years 4 months 24 days | 9 years 2 months 12 days | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 533,349 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 2.30 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term, Options Granted | 9 years 7 months 6 days | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | $ 0 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Expirations in Period | (50,201) | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term, Options Forfeited | 5 years 7 months 6 days | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance | 2,738,820 | 2,255,672 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 1.94 | $ 1.84 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 2,169,088 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 1.87 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable Weighted Average Remaining Contractual Term | 8 years 3 months 18 days | ||
Options outstanding, vested and expected to vest | 2,738,820 | ||
Weighted average exercise price vested and expected to vest | $ 1.94 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested And Expected to Vest Weighted Average Remaining Contractual Term | 10 years | 8 years 4 months 24 days |
STOCK-BASED COMPENSATION (Det_3
STOCK-BASED COMPENSATION (Details - RSU activity) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Number of shares outstanding, beginning | shares | 0 |
Weighted average grant date fair value, beginning | $ / shares | $ 0 |
Number of shares granted | shares | 481,915 |
Weighted average grant date fair value, granted | $ / shares | $ 0.82 |
Number of shares vested | shares | (61,826) |
Weighted average grant date fair value, vested | $ / shares | $ 0.87 |
Number of shares forfeited | shares | 0 |
Weighted average grant date fair value, forfeited | $ / shares | $ 0 |
Number of shares outstanding, ending | shares | 420,089 |
Weighted average grant date fair value, ending | $ / shares | $ 0.82 |
STOCK-BASED COMPENSATION (Det_4
STOCK-BASED COMPENSATION (Details - Share based compensation) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
General and administrative | $ 1,186,659 | $ 177,489 |
Sales And Marketing [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
General and administrative | 57,299 | 4,741 |
Research And Development [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
General and administrative | (259) | 23,604 |
General And Administrative [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
General and administrative | $ 1,129,619 | $ 149,144 |
STOCK-BASED COMPENSATION (Det_5
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Apr. 21, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Intrinsic value options exercised | $ 0 | |
Unrecognized compensation cost | $ 559,414 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 481,915 | |
Fair value of restricted stock unit | $ 53,912 | |
Number of share granted | 40,000 | |
Stock based compensation expense | $ 102,000 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 481,915 | |
Restricted Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ 291,331 | |
Options Held [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Intrinsic value options exercised | $ 0 | |
Aclarion Equity Incentive Plan 2022 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 2,000,000 |