Aclarion (ACON) 10-Q 3 Jul 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2023	Jul. 03, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
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 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 Common Stock, Shares Outstanding		8,200,875
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

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 447,975	$ 1,472,806
Restricted cash	10,000	10,000
Accounts receivable	17,153	18,569
Prepaids and other current assets	200,405	199,701
Total current assets	675,533	1,701,076
Non-current assets:
Property and equipment, net	2,843	3,346
Intangible assets, net	1,183,061	1,210,207
Total non-current assets	1,185,904	1,213,553
Total assets	1,861,437	2,914,629
Current liabilities:
Accounts payable	544,742	462,202
Accrued and other liabilities	191,665	226,469
Total current liabilities	736,407	688,671
Stockholders' equity
Common stock - $0.00001 par value, 200,000,000 authorized and 7,861,515 shares issued and outstanding (see Note 10)	79	79
Additional paid-in capital	41,678,563	41,596,032
Accumulated deficit	(40,553,612)	(39,370,153)
Total stockholders’ equity	1,125,030	2,225,958
Total liabilities and stockholders’ equity	$ 1,861,437	$ 2,914,629

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
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	7,861,515
Common Stock, Shares Outstanding	7,861,515	7,861,515

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue
Revenue	$ 25,470	$ 9,026
Cost of revenue	17,453	16,732
Gross profit (loss)	8,017	(7,706)
Operating expenses:
Sales and marketing	177,284	69,308
Research and development	204,399	204,803
General and administrative	807,599	491,283
Total operating expenses	1,189,281	765,394
(Loss) from operations	(1,181,264)	(773,100)
Other (expense):
Interest expense	(1,380)	(162,740)
Other, net	(816)	(248)
Total other (expense)	(2,196)	(162,988)
(Loss) before income taxes	(1,183,460)	(936,088)
Income tax provision	0	0
Net (loss)	(1,183,460)	(936,088)
Dividends accrued for preferred stockholders	0	(287,315)
Net (loss) allocable to common stockholders	$ (1,183,460)	$ (1,223,403)

Condensed Statements of Opera_2

Condensed Statements of Operations (Unaudited) (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Earnings Per Share, Basic	$ (0.15)	$ (1.35)
Earnings Per Share, Diluted	$ (0.15)	$ (1.35)
Weighted Average Number of Shares Outstanding, Basic	7,938,545	905,685
Weighted Average Number of Shares Outstanding, Diluted	7,938,545	905,685

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock Series A [Member]	Preferred Stock Series A-1, A-2, A-3 and A-4 [Member]	Preferred Stock Series B and B-1 [Member]	Preferred Stock Series B-2 and B-3 [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 0	$ 62	$ 124	$ 0	$ (9)	$ (19,054,234)	$ 31,886,036	$ 12,831,606
Shares, Outstanding, Beginning Balance at Dec. 31, 2021	0	6,247,695	12,434,500	5,812,809	905,685
Beginning balance, value at Dec. 31, 2021	$ 0	$ (62)	$ (124)	$ 0	$ 9	19,054,234	(31,886,036)	(12,831,606)
Preferred stock dividend payable							(287,315)	(287,315)
Share-based compensation						23,122		23,122
Net income (loss)							(936,088)	(936,088)
Ending balance, value at Mar. 31, 2022	$ 0	$ 62	$ 124	$ 0	$ 9	19,077,356	(33,109,439)	(14,031,887)
Shares, Outstanding, Ending Balance at Mar. 31, 2022	0	6,247,695	12,434,500	5,812,809	905,685
Beginning balance, value at Dec. 31, 2022	$ 0	$ 0	$ 0	$ 0	$ (79)	(41,596,032)	39,370,153	(2,225,958)
Shares, Outstanding, Beginning Balance at Dec. 31, 2022	0	0	0	0	7,861,515
Beginning balance, value at Dec. 31, 2022	$ 0	$ 0	$ 0	$ 0	$ 79	41,596,032	(39,370,153)	2,225,958
Share-based compensation						82,531		82,531
Net income (loss)							(1,183,460)	(1,183,460)
Proceeds from sale of Series A preferred stock	$ 1,000							1,000
Preferred Stock Dividends, Shares	1
Redemption of Series A Preferred stock	$ (1,000)							(1,000)
[custom:PreferredStockDividendsSharesRedeemed]	(1)
Ending balance, value at Mar. 31, 2023	$ 0	$ 0	$ 0	$ 0	$ 79	$ 41,678,563	$ (40,553,613)	$ 1,125,030
Shares, Outstanding, Ending Balance at Mar. 31, 2023	0	0	0	0	7,861,515

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities
Net (loss)	$ (1,183,460)	$ (936,088)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Depreciation and amortization	39,368	34,904
Share-based compensation	82,531	23,122
Change in assets and liabilities
Accounts receivable	1,416	(6,240)
Prepaids and other current assets	(705)	(256,617)
Accounts payable	82,540	327,080
Accrued and other liabilities	(34,804)	341,672
Accrued interest on promissory and convertible notes	0	162,740
Net cash (used in) operating activities	(1,013,113)	(309,427)
Cash flows from investing activities
Intangible assets - Patents	(11,719)	(82,654)
Net cash (used in) investing activities	(11,719)	(82,654)
Cash flows from financing activities	0	0
Proceeds from sale of Series A preferred stock	1,000	0
Redemption of Series A Preferred stock	(1,000)	0
Net cash used in financing activities	0	0
Net (decrease) in cash and cash equivalents	(1,024,831)	(392,081)
Cash, cash equivalents and restricted cash, beginning of period	1,482,806	452,530
Cash, cash equivalents and restricted cash, end of period	457,975	60,449
Non-cash activities
Dividends accrued on preferred shares	$ 0	$ 287,315

THE COMPANY AND BASIS OF PRESEN

THE COMPANY AND BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2023
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. Basis of Presentation The accompanying condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information required by U.S. GAAP for complete financial statements. The interim condensed financial statements reflect all adjustments that are of a normal recurring nature and that are considered necessary for a fair representation of the results for the periods presented and should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2022, which include a complete set of footnote disclosures, including our significant accounting policies. The December 31, 2022 condensed balance sheet was derived from the December 31, 2022 audited financial statements. They should be read in conjunction with the financial statements and notes thereto included in our Annual report on Form 10-K/A, filed with the SEC on June 12, 2023. The results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. Reclassifications Certain accounts relating to the prior year have been reclassified to conform to the current period’s presentation. These reclassifications resulted in a $50,000 increase to cash outflows from operating activities and a $50,000 decrease to cash outflows from investing activities, with no effect on net income or net assets as previously reported. 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. On March 10, 2023, the Company became aware that Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. As of March 10, 2023, the Company’s cash was held on deposit with SVB. The Company moved expeditiously to diversify its banking relationships, but instability in the banking system could affect other banking institutions to which the Company has transferred funds. If the Company is unable to access its capital in the short term for any reason, there will be material adverse impacts on its business operations as the Company will be unable to fund working capital, its payment obligations, or other cash requirements. Initial Public Offering On April 26, 2022, the Company completed its initial public offering (“IPO”) of 2,165,000 324,750 8.6 Concurrently with the IPO, holders of the Company’s promissory notes, along with accrued interest, and preferred stock, along with accrued dividends, and certain outstanding common stock warrants were converted into 4,750,830 426,768 In connection with the IPO, we issued to the representative of the underwriters a common stock warrant for 173,200 5.44 April 26, 2027

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2023
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, and valuation of warrants and options to purchase shares of the Company's common stock. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant. Fair Value Measurements The carrying values of the Company’s financial instruments including cash equivalents, restricted cash, accounts receivable, and accounts payable are approximately equal to their respective fair values due to the relatively short-term nature of these instruments. 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 146,643 1,229,863 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. Liquidity, Capital Resources and Going Concern The Company believes that the net proceeds from the April 2022 initial public offering, and subsequent funding described in Note 13, will be sufficient to fund current operating plans into the third 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. Management plans to secure such additional funding. 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. Refer to Note 13: Subsequent Events, for information regarding recent funding developments. Share-Based Compensation The Company issues stock-based compensation awards to employees and directors in the form of stock options. The Company measures and recognizes compensation expense for all stock-based awards based on the awards’ fair value. Share-based compensation for stock options awards is measured on the date of grant using a Black-Scholes-Merton option pricing model. Awards vest either on a graded schedule or at the grant date. The Company determines the fair value of each award as a single award and recognizes the expense on a straight-line basis over the service period of the award, which is generally the vesting period. The exercise price of stock options granted is equal to the fair market value of the Company’s common stock on the date of grant. Stock options expire ten years from the date of grant. 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 to comply with certain new or revised accounting standards that have different effective dates for public and private companies.

RECENT ACCOUNTING PRONOUNCEMENT

RECENT ACCOUNTING PRONOUNCEMENTS	3 Months Ended
	Mar. 31, 2023
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 On January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments The Company has adopted ASC 326 using the retrospective approach for all financial assets measured at amortized cost, which consists of trade receivables. The Company estimates the likelihood of collection of trade receivables-based factors such as the creditworthiness of its customers. There are no off-balance sheet assets or guarantees. The Company recorded no change to retained earnings due to the adoption of ASC 326. As of this date, the Company has not purchased, nor does it intend to purchase, debt securities, eroded or financial assets, or leases within the scope of the pronouncement. If it does, it will use the prospective transition approach.

REVENUE

REVENUE	3 Months Ended
	Mar. 31, 2023
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.

SUPPLEMENTAL FINANCIAL INFORMAT

SUPPLEMENTAL FINANCIAL INFORMATION	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
SUPPLEMENTAL FINANCIAL INFORMATION	NOTE 5. SUPPLEMENTAL FINANCIAL INFORMATION Balance Sheets Accounts payable, accrued and other liabilities: Schedule of accrued and other liabilities March 31, 2023 December 31, 2022 Accounts payable $ 544,742 $ 462,202 Accrued bonus 134,704 134,704 Other accrued liabilities 56,961 91,765 Accrued and other liabilities $ 736,407 $ 688,671

LEASES

LEASES	3 Months Ended
	Mar. 31, 2023
Leases
LEASES	NOTE 6. LEASES Rent expense for the three months ended March 31, 2023, and 2022, was $ 0 16,085 0 13,170

INTANGIBLE ASSETS

INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 7. INTANGIBLE ASSETS The Company’s intangible assets are as follows: Schedule of intangible assets March 31, 2023 December 31, 2022 Patents and licenses $ 2,159,448 $ 2,147,728 Other 5,017 5,017 Total intangible assets gross 2,164,465 2,152,745 Less: accumulated amortization (981,404 ) (942,538 ) Intangible assets, net $ 1,183,061 $ 1,210,207 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. Amortization expense related to purchased intangible assets was $ 38,865 33,187 Patents and trademarks are reviewed at least annually for impairment. No Future amortization of intangible assets is as follows: Schedule of future amortization 2023 $ 116,250 2024 154,889 2025 154,889 2026 154,889 2027 and beyond 602,144 Total $ 1,183,061

SHORT TERM NOTES AND CONVERTIBL

SHORT TERM NOTES AND CONVERTIBLE DEBT	3 Months Ended
	Mar. 31, 2023
Debt Disclosure [Abstract]
SHORT TERM NOTES AND CONVERTIBLE DEBT	NOTE 8. SHORT TERM NOTES AND CONVERTIBLE DEBT Promissory Notes Payable In June 2021, the Company issued $ 2 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 Convertible Notes: There were no convertible note purchases for the three months ending March 31, 2023.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 9. 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 , and an earned royalty of 4% of net sales. The minimum annual royalty will be applied against the earned royalty due for the calendar year in which the minimum payment was made. The license agreements expire upon expiration of the patents and may be terminated earlier if the Company so elects. The U.S. licensed patents that are currently issued expire between 2026 and 2029, without considering any possible patent term adjustment or extensions and assuming payment of all appropriate maintenance, renewal, annuity, or other governmental fees. The Company recorded royalty costs of $ 12,500 for the three months ended March 31, 2023, and 2022, respectively, as Cost of Revenue. 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 will 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.

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 10. 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 7,861,515 Stockholders’ Vote – Reverse stock split We held a special meeting of stockholders on March 24, 2023. At the special meeting, our stockholders approved one proposal, which was to grant discretionary authority to our board of directors to (i) amend our certificate of incorporation to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-five (1-for-5) one-for-fifty (1-for-50) split Series A Preferred Stock In February 2023 the Company sold one (1) share of the Company’s newly designated Series A preferred stock to Jeffrey Thramann, the Company’s Executive Chairman, for a purchase price of $ 1,000 1,000 Warrants Warrants issued with Convertible Notes During the years ended December 31, 2022, and 2021, the Company issued 17,286 58,846 60,408 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 IPO 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. Since the Company determined that the warrants were equity classified, the Company recorded the proceeds from the IPO, net of issuance costs, within common stock at par value and the balance of proceeds to additional paid in capital. As of March 31, 2023, 2,489,750

NET LOSS PER SHARE OF COMMON ST

NET LOSS PER SHARE OF COMMON STOCK	3 Months Ended
	Mar. 31, 2023
Earnings Per Share [Abstract]
NET LOSS PER SHARE OF COMMON STOCK	NOTE 11. 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 period and shares issuable for vested restricted stock units. 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 Three Months Ended March 31, 2023 2022 Numerator: Net (loss) allocable to common stockholders used to compute basic and diluted loss per common share $ (1,183,460 ) $ (1,223,403 ) Denominator: Weighted average shares outstanding used to compute basic and dilutive loss per share 7,861,515 905,685 Weighted average shares issuable for vested restricted stock units 77,030 – Total dilutive shares 7,938,545 905,685 The following outstanding potentially dilutive securities were excluded from the weighted average 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 March 31, 2023 March 31, 2022 Series A and B convertible preferred stock – 3,279,117 Warrants 3,089,718 50,755 Restricted stock units 649,215 – Stock options 2,738,820 2,255,670 6,477,753 5,585,542

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION	3 Months Ended
	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
STOCK BASED COMPENSATION	NOTE 12. STOCK BASED COMPENSATION 2022 Aclarion Equity Incentive Plan On April 21, 2022, in connection with the IPO, the Company adopted the 2022 Aclarion Equity Incentive Plan, or “2022 Plan”. 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 initial aggregate number of our shares of common stock that may be issued under the 2022 Plan was 2,000,000 The 2022 Plan contains an “evergreen” provision, pursuant to which the number of shares of common stock reserved for issuance pursuant to awards under such plan shall be increased on the first day of each year beginning in 2023 equal to the lesser of (a) five percent (5%) of the shares of stock outstanding on the last day of the immediately preceding fiscal year and (b) such smaller number of shares of stock as determined by our board of directors. On January 1, 2023, an additional 393,076 shares were added to the 2022 Plan pursuant to the evergreen provision. As a result, the aggregate number of our shares of common stock that may be issued under the 2022 Plan has been increased to 2,393,076 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. RSUs and restricted stock may also be granted under the 2022 Plan. Grants vest in accordance with the grant terms. Options generally are exercisable for a period of up to 10 years from the grant date. No 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 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 IPO will continue in accordance with their terms and the terms of the Existing Plan. 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 incentive plans is as follows: Schedule of option activity Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value of Unexercised Options Balance at December 31, 2022 2,738,820 $ 1.94 8.4 $ 0 Options granted – – – Options exercised – – – Options forfeited/expired – – – Balance at March 31, 2023 2,738,820 $ 1.94 8.2 $ 0 Exercisable at December 31, 2022 2,169,088 $ 1.87 8.3 $ 0 Exercisable at March 31, 2023 2,226,379 $ 1.88 8.1 $ 0 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 March 31, 2023, and the exercise price of the options that would have been received by option holders if all options exercisable had been exercised). As of March 31, 2023, there was approximately $ 501,194 30 Restricted Stock Units In the three months ended March 31, 2023, 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 288,196 RSUs. RSU activity under the 2022 Plan was as follows for the three months ended March 31, 2023: Schedule of RSU activity RSU’s Outstanding Weighted-Average Grant-Date Fair value per Unit Nonvested as of December 31, 2022 446,525 $ 0.63 Granted 288,196 0.67 Vested (85,506 ) 0.64 Forfeited – – Nonvested as of March 31, 2023 649,215 $ 0.64 The grant date fair value for a RSU is the market price of the common stock on the date of grant. The total share-based compensation expense related to RSUs recognized during the three months ended March 31, 2023, was $ 26,790 As of March 31, 2023, there was approximately $ 267,291 As of March 31, 2023, the Company is obligated to issue 120,896 shares of common stock associated with vested Restricted Stock Units. Stock-based Compensation Expense The following table summarizes the total stock-based compensation expense included in the Company’s statements of operations for the periods presented: Schedule of stock-based compensation expense Three months ended March 31, 2023 2022 Sales and marketing $ 28,308 $ 848 Research and development 3,560 3,064 General and administrative 50,663 19,209 Share Based Compensation $ 82,531 $ 23,122

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 13. SUBSEQUENT EVENTS Nasdaq notice regarding stockholders’ equity requirement On March 3, 2023, we received a letter from Nasdaq indicating that we were not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on Nasdaq to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing. At December 31, 2022, we reported stockholders’ equity of $1,787,751, and, as a result, we do not currently satisfy Listing Rule 5550(b)(1). Nasdaq allowed us a period of 45 calendar days from the date of the letter, or until April 17, 2023, to submit a plan to regain compliance with the stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1). We submitted such a plan to Nasdaq on April 12, 2023. On April 20, 2023, the Company received a letter from Nasdaq granting us an additional 180-day period, or until August 30, 2023, to regain compliance with Nasdaq Listing Rule 5550(b)(1). Unsecured Note Financing In May 2023, the Company entered into a securities purchase agreement for the sale of up to $2.3 million in 8% unsecured notes payable with a 12-month maturity. The notes have an original-issue-discount of 15%. In connection with this note issuance, the Company will issue warrants to purchase shares of common stock, in addition to shares of common stock as a commitment fee. On May 16, 2023, the Company issued the first tranche of the notes payable in the principal amount of approximately $1,437,500 and received $1,250,000, net of original-issue-discount. In connection with the first tranche closing, the Company issued 1,232,156 common stock warrants with a five-year term and an initial exercise price of $0.6262 per share, subject to adjustment. The notes may be repaid before maturity without penalty. If the Company completes one or more qualified offerings of securities exceeding $4 million of proceeds, then the Company will be required to apply 50% of the offering proceeds over $4 million to retire outstanding notes. Upon the occurrence of an event of default, the interest rate on the notes increases to 15%, and the notes become redeemable by the investor at a redemption premium of 25%. In connection with the first tranche closing, the Company will issue 339,360 shares of common stock to the investors as a commitment fee, and pre-funded warrants for 54,349 shares of common stock to its placement agent as a placement agent fee. Pursuant to a related registration rights agreement, the Company has agreed to file a registration statement with the Securities and Exchange Commission (the “Registration Statement”) relating to the resale by the investors of (i) all of the commitment shares, and (ii) all of the shares of Common Stock issuable upon the exercise of the warrants 30th day following the first tranche closing. The Company expects the combined tranche financing of $2,000,000 should fund operations for approximately four months, into the third quarter of 2023. Nasdaq notice regarding compliance with the $1.00 Minimum Bid Price requirement On June 15, 2023, the Nasdaq staff (the “Staff”) notified the Company that the Company had regained compliance with the Minimum Bid Price Requirement based on the closing bid price of the Company’s common stock having been at $1.00 per share or greater for the 10 consecutive business days from June 1, 2023, to June 14, 2023.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2023
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, and valuation of warrants and options to purchase shares of the Company's common stock. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant.
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 are approximately equal to their respective fair values due to the relatively short-term nature of these instruments.
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 146,643 1,229,863 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.
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, and subsequent funding described in Note 13, will be sufficient to fund current operating plans into the third 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. Management plans to secure such additional funding. 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. Refer to Note 13: Subsequent Events, for information regarding recent funding developments.
Share-Based Compensation	Share-Based Compensation The Company issues stock-based compensation awards to employees and directors in the form of stock options. The Company measures and recognizes compensation expense for all stock-based awards based on the awards’ fair value. Share-based compensation for stock options awards is measured on the date of grant using a Black-Scholes-Merton option pricing model. Awards vest either on a graded schedule or at the grant date. The Company determines the fair value of each award as a single award and recognizes the expense on a straight-line basis over the service period of the award, which is generally the vesting period. The exercise price of stock options granted is equal to the fair market value of the Company’s common stock on the date of grant. Stock options expire ten years from the date of grant.
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 to comply with certain new or revised accounting standards that have different effective dates for public and private companies.

SUPPLEMENTAL FINANCIAL INFORM_2

SUPPLEMENTAL FINANCIAL INFORMATION (Tables)	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of accrued and other liabilities	Schedule of accrued and other liabilities March 31, 2023 December 31, 2022 Accounts payable $ 544,742 $ 462,202 Accrued bonus 134,704 134,704 Other accrued liabilities 56,961 91,765 Accrued and other liabilities $ 736,407 $ 688,671

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of intangible assets	Schedule of intangible assets March 31, 2023 December 31, 2022 Patents and licenses $ 2,159,448 $ 2,147,728 Other 5,017 5,017 Total intangible assets gross 2,164,465 2,152,745 Less: accumulated amortization (981,404 ) (942,538 ) Intangible assets, net $ 1,183,061 $ 1,210,207
Schedule of future amortization	Schedule of future amortization 2023 $ 116,250 2024 154,889 2025 154,889 2026 154,889 2027 and beyond 602,144 Total $ 1,183,061

NET LOSS PER SHARE OF COMMON _2

NET LOSS PER SHARE OF COMMON STOCK (Tables)	3 Months Ended
	Mar. 31, 2023
Earnings Per Share [Abstract]
Reconciliation of loss per share	Reconciliation of loss per share Three Months Ended March 31, 2023 2022 Numerator: Net (loss) allocable to common stockholders used to compute basic and diluted loss per common share $ (1,183,460 ) $ (1,223,403 ) Denominator: Weighted average shares outstanding used to compute basic and dilutive loss per share 7,861,515 905,685 Weighted average shares issuable for vested restricted stock units 77,030 – Total dilutive shares 7,938,545 905,685
Schedule of anti-dilutive securities excluded from computation of earnings per share	Schedule of anti-dilutive securities excluded from computation of earnings per share March 31, 2023 March 31, 2022 Series A and B convertible preferred stock – 3,279,117 Warrants 3,089,718 50,755 Restricted stock units 649,215 – Stock options 2,738,820 2,255,670 6,477,753 5,585,542

STOCK BASED COMPENSATION (Table

STOCK BASED COMPENSATION (Tables)	3 Months Ended
	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of option activity	Schedule of option activity Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value of Unexercised Options Balance at December 31, 2022 2,738,820 $ 1.94 8.4 $ 0 Options granted – – – Options exercised – – – Options forfeited/expired – – – Balance at March 31, 2023 2,738,820 $ 1.94 8.2 $ 0 Exercisable at December 31, 2022 2,169,088 $ 1.87 8.3 $ 0 Exercisable at March 31, 2023 2,226,379 $ 1.88 8.1 $ 0
Schedule of RSU activity	Schedule of RSU activity RSU’s Outstanding Weighted-Average Grant-Date Fair value per Unit Nonvested as of December 31, 2022 446,525 $ 0.63 Granted 288,196 0.67 Vested (85,506 ) 0.64 Forfeited – – Nonvested as of March 31, 2023 649,215 $ 0.64
Schedule of stock-based compensation expense	Schedule of stock-based compensation expense Three months ended March 31, 2023 2022 Sales and marketing $ 28,308 $ 848 Research and development 3,560 3,064 General and administrative 50,663 19,209 Share Based Compensation $ 82,531 $ 23,122

THE COMPANY AND BASIS OF PRES_2

THE COMPANY AND BASIS OF PRESENTATION (Details Narrative) - IPO [Member] $ / shares in Units, $ in Millions	Apr. 26, 2022 USD ($) $ / shares shares
Unit Of Common Stock And Warrant [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period, Shares, New Issues	2,165,000
Proceeds from Issuance or Sale of Equity | $	$ 8.6
Common Stock Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Conversion of stock, shares issued	426,768
Common Stock Warrants [Member] | Underwriters [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period, Shares, New Issues	324,750
Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Conversion of shares, stock issued	4,750,830
Warrants [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
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | $ / shares	$ 5.44
Warrants and Rights Outstanding, Maturity Date	Apr. 26, 2027

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Cash Equivalents, at Carrying Value	$ 0	$ 0
Cash, Uninsured Amount	146,643	1,229,863
Restricted Cash	10,000	10,000
Accounts Receivable, Allowance for Credit Loss	$ 0	$ 0

SUPPLEMENTAL FINANCIAL INFORM_3

SUPPLEMENTAL FINANCIAL INFORMATION (Details - Accounts payable) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts payable	$ 544,742	$ 462,202
Accrued bonus	134,704	134,704
Other accrued liabilities	56,961	91,765
Accrued and other liabilities	$ 736,407	$ 688,671

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Leases
Operating Lease, Expense	$ 0	$ 16,085
Operating Leases, Income Statement, Sublease Revenue	$ 0	$ 13,170

INTANGIBLE ASSETS (Details)

INTANGIBLE ASSETS (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Total intangible assets gross	$ 2,164,465	$ 2,152,745
Less: accumulated amortization	(981,404)	(942,538)
Intangible assets, net	1,183,061	1,210,207
Patents And Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets gross	2,159,448	2,147,728
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)	Mar. 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 116,250
2024	154,889
2025	154,889
2026	154,889
2027 and beyond	602,144
Total	$ 1,183,061

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of Intangible Assets	$ 38,865	$ 33,187
Impairment of Intangible Assets, Finite-Lived	$ 0		$ 0

SHORT TERM NOTES AND CONVERTI_2

SHORT TERM NOTES AND CONVERTIBLE DEBT (Details Narrative) - USD ($)	Apr. 27, 2022	Apr. 21, 2022	Jun. 30, 2021
Interest Converted To Common Stock [Member]
Securities Financing Transaction [Line Items]
Beneficial conversion expense		$ 1,299,507
Interest Converted To Common Stock [Member] | Post Split Shares [Member] | Common Stock [Member]
Securities Financing Transaction [Line Items]
Debt Conversion, Converted Instrument, Shares Issued		426,768
Interest Converted To Common Stock [Member] | Post Split Shares [Member] | Warrants [Member]
Securities Financing Transaction [Line Items]
Debt Conversion, Converted Instrument, Shares Issued		426,768
Qualified Financing [Member]
Securities Financing Transaction [Line Items]
Notes Payable			$ 2,000,000
Repayments of Notes Payable	$ 2,000,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - Regents Of The University Of California [Member] - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Minimum annual royalty payment		$ 50,000
Royalty Expense	$ 12,500

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)					3 Months Ended	12 Months Ended
	Mar. 24, 2023	Feb. 28, 2023	Apr. 26, 2022	Apr. 22, 2022	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
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
Common stock, shares outstanding					7,861,515	7,861,515
Redemption price					$ 1,000
Class of Warrant or Right, Outstanding					2,489,750
Unit Of Common Stock And Warrant [Member] | IPO [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues			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
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 5.44
Warrants and Rights Outstanding, Maturity Date			Apr. 26, 2027
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]
Warrants issued shares						17,286	58,846
Executive Chairman [Member]
Class of Stock [Line Items]
Purchase price		$ 1,000
Minimum [Member]
Class of Stock [Line Items]
Stockholders Equity, Reverse Stock Split	one-for-five (1-for-5)
Maximum [Member]
Class of Stock [Line Items]
Stockholders Equity, Reverse Stock Split	one-for-fifty (1-for-50) split

NET LOSS PER SHARE OF COMMON _3

NET LOSS PER SHARE OF COMMON STOCK (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share [Abstract]
Net (loss) allocable to common stockholders used to compute basic and diluted loss per common share	$ (1,183,460)	$ (1,223,403)
Weighted average shares outstanding used to compute basic and dilutive loss per share	7,861,515	905,685
Weighted average shares issuable for vested restricted stock units	77,030
Total dilutive shares	7,938,545	905,685

NET LOSS PER SHARE OF COMMON _4

NET LOSS PER SHARE OF COMMON STOCK (Details - dilutive securities) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	6,477,753	5,585,542
Series A And B Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	0	3,279,117
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	3,089,718	50,755
Restricted Stock Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	649,215	0
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	2,738,820	2,255,670

STOCK OPTION PLANS (Details - O

STOCK OPTION PLANS (Details - Option activity) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Beginning Balance	2,738,820
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance	$ 1.94
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	8 years 2 months 12 days	8 years 4 months 24 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period	0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Options Granted	$ 0
Stock Issued During Period, Value, Stock Options Exercised	$ 0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Options Exercised	$ 0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Expirations in Period	0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance	2,738,820	2,738,820
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance	$ 1.94	$ 1.94
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number	2,226,379	2,169,088
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 1.88	$ 1.87
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value	$ 0	$ 0

STOCK BASED COMPENSATION (Detai

STOCK BASED COMPENSATION (Details - RSU Activity) - Restricted Stock Units (RSUs) [Member] - $ / shares	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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, Nonvested, Number	649,215	446,525
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value	$ 0.64	$ 0.63
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period	288,196
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 0.67
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period	(85,506)
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value	$ 0.64
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period	0
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value	$ 0

STOCK OPTION PLANS (Details - S

STOCK OPTION PLANS (Details - Share based compensation) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share Based Compensation	$ 82,531	$ 23,122
Sales And Marketing [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share Based Compensation	28,308	848
Research And Development [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share Based Compensation	3,560	3,064
General And Administrative [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share Based Compensation	$ 50,663	$ 19,209

STOCK BASED COMPENSATION (Det_2

STOCK BASED COMPENSATION (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Apr. 21, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures	0
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount	$ 501,194
Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition	30 months
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, Aggregate Intrinsic Value, Vested	$ 26,790
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount	$ 267,291
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	2,393,076	2,000,000