Aclarion (ACON) S-1 11 Dec 23 2023 Q2 IPO registration Financial data

Cover

Cover	9 Months Ended
	Sep. 30, 2023
Cover [Abstract]
Document Type	S-1
Amendment Flag	false
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
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 Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 161,450	$ 1,472,806
Restricted cash	10,000	10,000
Accounts receivable	21,189	18,569
Prepaids and other current assets	172,309	199,701
Total current assets	364,948	1,701,076
Non-current assets:
Property and equipment, net	2,063	3,346
Intangible assets, net	1,176,208	1,210,207
Total non-current assets	1,178,271	1,213,553
Total assets	1,543,219	2,914,629
Current liabilities:
Accounts payable	686,198	462,202
Accrued and other liabilities	379,119	226,469
Note payable, net of discount	727,536	0
Warrant liability	210,910	0
Derivative liability	367,436	0
Total current liabilities	2,371,199	688,671
Stockholders' equity
Common stock - $0.00001 par value, 200,000,000 authorized and 8,230,510 and 7,861,515 shares issued and outstanding (see Note 12)	82	79
Additional paid-in capital	42,188,117	41,596,032
Accumulated deficit	(43,016,179)	(39,370,153)
Total stockholders’ equity (deficit)	(827,980)	2,225,958
Total liabilities and stockholders’ equity (deficit)	$ 1,543,219	$ 2,914,629

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	8,230,510	7,861,515
Common stock, shares outstanding	8,230,510	7,861,515

Condensed Statements of Operati

Condensed Statements of Operations (unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue
Revenue	$ 19,065	$ 18,222	$ 61,607	$ 37,924
Cost of revenue	19,558	17,028	56,312	48,009
Gross profit (loss)	(493)	1,194	5,295	(10,085)
Operating expenses:
Sales and marketing	192,896	159,388	577,969	353,456
Research and development	198,252	290,966	652,657	848,995
General and administrative	770,534	1,184,100	2,524,308	3,406,572
Total operating expenses	1,161,682	1,634,454	3,754,934	4,609,023
(Loss) from operations	(1,162,175)	(1,633,260)	(3,749,640)	(4,619,108)
Other income (expense):
Interest expense	(166,332)	(2,070)	(214,850)	(1,505,477)
Change in value of warrant and derivative liabilities	330,252	0	318,452	0
Other, net	245	2,297	11	602
Total other income (expense)	164,165	227	103,613	(1,504,875)
(Loss) before income taxes	(998,010)	(1,633,033)	(3,646,027)	(6,123,983)
Income tax provision	0	0	0	0
Net (loss)	(998,010)	(1,633,033)	(3,646,027)	(6,123,983)
Dividends accrued for preferred stockholders	0	0	0	(415,523)
Net (loss) allocable to common stockholders	$ (998,010)	$ (1,633,033)	$ (3,646,027)	$ (6,539,506)

Condensed Statements of Opera_2

Condensed Statements of Operations (unaudited) (Parenthetical) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Net (loss) per share allocable to common shareholders, basic	$ (0.12)	$ (0.20)	$ (0.44)	$ (1.17)
Net (loss) per share allocable to common shareholders, diluted	$ (0.12)	$ (0.20)	$ (0.44)	$ (1.17)
Weighted average shares of common stock outstanding, basic	8,526,854	7,821,515	8,255,606	5,522,950
Weighted average shares of common stock outstanding, diluted	8,526,854	7,821,515	8,255,606	5,522,950

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 A 4 [Member]	Preferred Stock Series B B 1 [Member]	Preferred Stock Series B 2 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	[1]	$ 9	$ 19,054,234	$ (31,886,036)	$ (12,831,606)
Beginning balance, shares at Dec. 31, 2021	0	6,247,695	12,434,500	5,812,809		905,685
Preferred stock dividend payable					[1]			(287,315)	(287,315)
Share-based compensation					[1]		23,122		23,122
Net income (loss)					[1]			(936,088)	(936,088)
Ending balance, value at Mar. 31, 2022	$ 0	$ 62	$ 124	$ 0	[1]	$ 9	19,077,356	(33,109,439)	(14,031,887)
Ending balance, shares at Mar. 31, 2022	0	6,247,695	12,434,500	5,812,809		905,685
Beginning balance, value at Dec. 31, 2021	$ 0	$ 62	$ 124	$ 0	[1]	$ 9	19,054,234	(31,886,036)	(12,831,606)
Beginning balance, shares at Dec. 31, 2021	0	6,247,695	12,434,500	5,812,809		905,685
Net income (loss)									(6,123,983)
Ending balance, value at Sep. 30, 2022	$ 0	$ 0	$ 0	$ 0	[1]	$ 78	41,358,200	(38,425,542)	2,932,737
Ending balance, shares at Sep. 30, 2022	0	0	0	0		7,821,515
Beginning balance, value at Mar. 31, 2022	$ 0	$ 62	$ 124	$ 0	[1]	$ 9	19,077,356	(33,109,439)	(14,031,887)
Beginning balance, shares at Mar. 31, 2022	0	6,247,695	12,434,500	5,812,809		905,685
Preferred stock dividend payable					[1]			(128,208)	(128,208)
Share-based compensation					[1]		701,505		701,505
Net income (loss)					[1]			(3,554,862)	(3,554,862)
Issuance of warrants					[1]		1,280		1,280
Exercise of convertible note warrants					[1]	$ 1	(1)
Exercise of convertible note warrants, shares						60,408
Conversion of preferred dividends payable to common stock					[1]	$ 10	4,272,411		4,272,420
Conversion of preferred dividends payable to common stock, shares						984,537
Conversion of preferred stock to common stock		$ (62)	$ (124)		[1]	$ 33	7,102,441		7,102,287
Conversion of preferred stock to common stock, shares		(6,247,695)	(12,434,500)	(5,812,809)		3,279,117
Conversion of accrued interest on promissory notes					[1]	$ 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 issuance costs					[1]	$ 22	8,552,318		8,552,340
Issuance of common stock and warrants related to IPO, net issuance costs, shares						2,165,000
IPO issuance costs					[1]		(530,463)		(530,463)
Ending balance, value at Jun. 30, 2022	$ 0	$ 0	$ 0	$ 0	[1]	$ 78	41,032,001	(36,792,509)	4,239,570
Ending balance, shares at Jun. 30, 2022	0	0	0	0		7,821,515
Share-based compensation					[1]		326,199		326,199
Net income (loss)					[1]			(1,633,033)	(1,633,033)
Ending balance, value at Sep. 30, 2022	$ 0	$ 0	$ 0	$ 0	[1]	$ 78	41,358,200	(38,425,542)	2,932,737
Ending balance, shares at Sep. 30, 2022	0	0	0	0		7,821,515
Beginning balance, value at Dec. 31, 2022	$ 0	$ 0	$ 0	$ 0	[1]	$ 79	41,596,032	(39,370,153)	2,225,958
Beginning balance, shares at Dec. 31, 2022	0	0	0	0		7,861,515
Share-based compensation					[1]		82,531		82,531
Net income (loss)					[1]			(1,183,460)	(1,183,460)
Proceeds from sale of Series A preferred stock	$ 1,000				[1]				1,000
Proceeds from sale of Series A preferred stock, shares	1
Redemption of Series A Preferred stock	$ (1,000)				[1]				(1,000)
Redemption of Series A Preferred stock, shares	(1)
Ending balance, value at Mar. 31, 2023	$ 0	$ 0	$ 0	$ 0	[1]	$ 79	41,678,563	(40,553,613)	1,125,029
Ending balance, shares at Mar. 31, 2023	0	0	0	0		7,861,515
Beginning balance, value at Dec. 31, 2022	$ 0	$ 0	$ 0	$ 0	[1]	$ 79	41,596,032	(39,370,153)	2,225,958
Beginning balance, shares at Dec. 31, 2022	0	0	0	0		7,861,515
Net income (loss)									(3,646,027)
Ending balance, value at Sep. 30, 2023	$ 0	$ 0	$ 0	$ 0	[1]	$ 82	42,188,117	(43,016,179)	(827,980)
Ending balance, shares at Sep. 30, 2023	0	0	0	0		8,230,510
Beginning balance, value at Mar. 31, 2023	$ 0	$ 0	$ 0	$ 0	[1]	$ 79	41,678,563	(40,553,613)	1,125,029
Beginning balance, shares at Mar. 31, 2023	0	0	0	0		7,861,515
Share-based compensation					[1]		136,631		136,631
Net income (loss)					[1]			(1,454,557)	(1,464,557)
Issuance of warrants					[1]		37,500		37,500
Issuance of common shares					[1]	$ 3	175,616		175,619
Issuance of common shares, shares						339,360
Ending balance, value at Jun. 30, 2023	$ 0	$ 0	$ 0	$ 0	[1]	$ 82	42,028,310	(42,018,169)	10,223
Ending balance, shares at Jun. 30, 2023	0	0	0	0		8,200,875
Share-based compensation					[1]		137,307		137,307
Net income (loss)					[1]			(998,010)	(998,010)
Issuance of warrants					[1]		22,500		22,500
Issuance of common shares					[1]	$ 0	0
Issuance of common shares, shares						29,635
Ending balance, value at Sep. 30, 2023	$ 0	$ 0	$ 0	$ 0	[1]	$ 82	$ 42,188,117	$ (43,016,179)	$ (827,980)
Ending balance, shares at Sep. 30, 2023	0	0	0	0		8,230,510
[1]Series B2 and B3 Preferred Stock amounts reflected in mezzanine equity in the relevant reporting periods.

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities
Net (loss)	$ (3,646,027)	$ (6,123,983)
Adjustments to reconcile net (loss) to net cash used in operation activities:
Depreciation and amortization	120,886	104,352
Share-based compensation	356,469	1,050,826
Amortization of deferred issuance costs	156,159	0
Change in fair value of warrants and derivative	(318,452)	0
Non-cash interest related to bridge funding	48,954	0
Loss on disposal of furniture and equipment	0	3,792
Interest conversion discount settled in equity	0	1,299,507
Change in assets and liabilities
Accounts receivable	(9,409)	(19,220)
Prepaids and other current assets	34,182	(42,802)
Accounts payable	207,771	(347,026)
Accrued and other liabilities	103,695	59,784
Promissory and convertible notes	32,607	0
Accrued interest on promissory and convertible notes	0	200,712
Net cash (used in) operations	(2,913,165)	(3,814,059)
Cash flows from investing activities
Intangible assets - Patents	(85,603)	(160,622)
Proceeds from sale of furniture	0	1,000
Net cash (used in) investing activities	(85,603)	(159,622)
Cash flows from financing activities
Proceeds from bridge funding	2,000,000	0
IPO/bridge funding issuance costs	(312,588)	(365,060)
Repayment of promissory notes	0	(2,000,000)
Issuance of common stock and warrants related to IPO, net deductions	0	8,552,318
Proceeds from sale of Series A preferred stock	1,000	0
Redemption of Series A Preferred stock	(1,000)	0
Net cash provided by financing activities	1,687,412	6,187,258
Net cash increase (decrease) for period	(1,311,356)	2,213,577
Cash and restricted cash, beginning of period	1,482,806	452,530
Cash and restricted cash, end of period	171,450	2,666,107
Non- cash activities
Dividends accrued on preferred shares	0	415,523
Conversion of preferred stock to common stock	0	25,754,379
Conversion of preferred stock dividends to common stock	0	4,272,421
Conversion of accrued interest on promissory notes to common stock and warrants	0	1,856,438
Issuance of underwriter's warrants related to IPO	0	199,246
Designation of prepaid expenses to IPO issuance costs	0	165,403
Fair value of warrants and derivative related to first tranche bridge funding	742,988	0
Fair value of warrants and derivative related to second tranche bridge funding	153,810	0
Issuance of commitment shares related to bridge funding	175,619	0
Accrued debt issuance costs related to bridge funding	16,225	0
Issuance of warrants related to bridge funding	60,000	0
Original issuance discount (15%) related to bridge funding	$ 300,000	$ 0

THE COMPANY AND BASIS OF PRESEN

THE COMPANY AND BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 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”, “we”, 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. 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. We have received deficiency letters from The Nasdaq Stock Market LLC (“Nasdaq”) that we are not in compliance with Nasdaq’s (i) minimum bid price requirement of at least $ 1.00 2,500,000 On August 4, 2023, we received a notice from Nasdaq indicating that we were not in compliance with the $1.00 Minimum Bid Price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “Bid Price Requirement”). This notice indicated that the Company will be provided 180 calendar days in which to regain compliance. If at any time during this 180 calendar day period the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of ten consecutive business days, the Nasdaq staff (the “Staff”) will provide the Company with a written confirmation of compliance and the matter will be closed. Alternatively, if the Company fails to regain compliance with Rule 5550(a)(2) prior to the expiration of the initial 180 calendar day period, the Company may be eligible for an additional 180 calendar day compliance period, provided (i) it meets the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market (except for the Bid Price Requirement) and (ii) it provides written notice to Nasdaq of its intention to cure this deficiency during the second compliance period by effecting a reverse stock split, if necessary. In the event the Company does not regain compliance with Rule 5550(a)(2) prior to the expiration of the initial 180 calendar day period, and if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is not otherwise eligible, the Staff will provide the Company with written notification that its securities are subject to delisting from The Nasdaq Capital Market. At that time, the Company may appeal the delisting determination to a Hearings Panel. The Company intends to consider all options to regain compliance with all Nasdaq continued listing requirements. 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 On August 31, 2023, the Nasdaq staff notified us that we had not met the terms required to be granted an additional 180-day period to regain compliance with the Stockholders’ Equity Requirement. Accordingly, the Nasdaq staff had determined to delist the Company’s common stock from Nasdaq. The Company requested a hearing before a hearings panel (the “Panel”) to appeal the delisting notice from the staff. The Company's hearing with the Panel occurred on October 19, 2023. On November 7, 2023, the Company was notified by the Nasdaq Hearings Panel that the Company’s request for continued listing on Nasdaq was granted, subject to the Company demonstrating compliance with the Equity and Bid Price Rules on or before January 31, 2024. The Panel has the right to reconsider the terms of this exception based on any event, condition or circumstance that exists or develops that would, in the opinion of the Panel, make continued listing of the Company’s securities on the Exchange inadvisable or unwarranted. Initial Public Offering On April 26, 2022, the Company completed its initial public offering (“IPO”) of 2,165,000 324,750 8.6 million 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	9 Months Ended
	Sep. 30, 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 of Financial Instruments ASC 820, Fair Value Measurements, provides guidance on the development and disclosure of fair value measurements. Under this accounting guidance, fair value is defined as an exit price, representing the amount 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. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1 Level 2 Level 3 The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. 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. The Company’s warrant liabilities and derivative liabilities are estimated using level 3 inputs (see Note 3). Derivative Financial Instruments The Company has derivative financial instruments that are not hedges and do not qualify for hedge accounting. Changes in the fair value of these instruments are recorded in other income (expenses), on a net basis in the Consolidated Statements of Operations and Comprehensive Loss. 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 0 1,229,863 161,450 10,000 171,450 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 prepayment to 90 days from the date of invoice. Liquidity, Capital Resources and Going Concern The Company had a cash and restricted cash balance of $ 171,450 This interim bridge funding should allow the Company to operate into the fourth quarter of 2023. Management is actively managing our cash position and working to secure longer-term funding in the fourth quarter of 2023. 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 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. The Company has issued restricted stock units (“RSUs”) under the 2022 Plan to certain consultants that have a combination of time-based and performance-based vesting. The Company measures and recognizes compensation expense for all stock-based awards based on the awards’ fair value. The grant date fair value for a RSU is the market price of the common stock on the date of grant. One share of common stock (or its cash equivalent, at the discretion of the Company) is issued for each RSU that vests. 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.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 3. FAIR VALUE MEASUREMENTS In accordance with ASC 820 (Fair Value Measurements and Disclosures), the Company uses various inputs to measure the outstanding warrants, certain embedded redemption features associated with the senior note to Aclarion, Inc. on a recurring basis to determine the fair value of the liability. Schedule of recurring basis to determine the fair value of the liability Fair value measured as of September 30, 2023 Fair value on Sept 30, 2023 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Warrant liability $ 210,910 $ – $ – $ 210,910 Derivative Liability 367,436 – – 367,436 Total Fair value $ 578,346 $ – $ – $ 578,346 There were no transfers between Level 1, 2, and 3 during the period ended September 30, 2023, and the year ended December 31, 2022. The following table presents changes in Level 3 liabilities measures at fair value for the period ended September 30, 2023, and the year ended December 31, 2022. Both observable and unobservable inputs were used to determine the fair value positions that the Company has classified within the Level 3 category. Schedule of liabilities measures at fair value Warrant Liability Derivative Liability Total Balance - January 1, 2023 $ – $ – $ – Additional warrant and derivative liability 579,818 316,980 896,798 Change in fair value (368,908 ) 50,456 (318,452 ) Balance - September 30, 2023 $ 210,910 $ 367,436 $ 578,346 The fair value of the embedded derivative liabilities associated with the Senior Notes Payable was estimated using a probability weighted discounted cash flow model to measure the fair value. This involves significant Level 3 inputs and assumptions including an (i) estimated probability and timing of certain financing events and event of default, and (ii) the Company’s risk-adjusted discount rate. The fair value of the warrants to purchase shares of common stock was estimated using a Monte Carlo simulation using the following assumptions. Schedule of assumptions As of Issuance As of Sept 30, 2023 Warrant Liability Warrant Liability Strike Price $ 0.63 $ 0.63 Contractual term (years) 5.0 5.0 Volatility (annual) 80.0 80.0 Risk-free rate 3.52 4.64 Floor Financing price $ 0.50 $ 0.50

RECENT ACCOUNTING PRONOUNCEMENT

RECENT ACCOUNTING PRONOUNCEMENTS	9 Months Ended
	Sep. 30, 2023
Accounting Changes and Error Corrections [Abstract]
RECENT ACCOUNTING PRONOUNCEMENTS	NOTE 4. 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 considering 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	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
REVENUE	NOTE 5. 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. A contract liability is recorded when the Company receives payments prior to earning the revenue.

CORRECTION OF ERRORS IN 2022 IN

CORRECTION OF ERRORS IN 2022 INTERIM FINANCIAL INFORMATION	9 Months Ended
	Sep. 30, 2023
Accounting Changes and Error Corrections [Abstract]
CORRECTION OF ERRORS IN 2022 INTERIM FINANCIAL INFORMATION	NOTE 6. CORRECTION OF ERRORS IN 2022 INTERIM FINANCIAL INFORMATION Subsequent to the initial issuance of the Company's 2022 financial statements on February 27, 2023, management discovered that the previously issued interim financial statements for the three and nine months ended September 30, 2022 did not properly record the following items in accordance with US GAAP: (a) the statement of cash flows inaccurately presented costs associated with the Initial Public Offering in the operating section, instead of the financing section and (b) a charge of $152,653 for the exercise of warrants at the time of the Initial Public Offering was incorrectly recorded as expense. Additionally, management introduced various reclassifications within the statement of cash flows to present in accordance with US GAAP. The following tables summarize the impacts of these error corrections on the Company's interim financial statements for each of the interim periods presented below: Schedule of error corrections Condensed Balance Sheets For the nine months ended September 30, 2022 (unaudited) As previously reported Adjustments As Restated Total assets $ 4,101,162 $ – $ 4,101,162 Total current liabilities 1,168,426 – 1,168,426 Additional paid-in capital 41,510,853 (152,653 ) 41,358,200 Accumulated deficit (38,578,195 ) 152,653 (38,425,542 ) Other 78 – 78 Total stockholders’ equity 2,932,736 – 2,932,736 Total liabilities and stockholders’ equity $ 4,101,162 $ – $ 4,101,162 Condensed Statements of Operations For the nine months ended September 30, 2022 (unaudited) As previously reported Adjustments As Restated Gross profit (loss) $ (10,085 ) $ – $ (10,085 ) Sales and marketing 353,456 – 353,456 Research and development 848,995 – 848,995 General and administrative 3,559,225 (152,653 ) 3,406,572 Total operating expenses 4,761,676 (152,653 ) 4,609,023 Total other income (expense) (1,504,875 ) – (1,504,875 ) Net income (loss) $ (6,276,636 ) $ 152,653 $ (6,123,983 ) Net (loss) allocable to common stockholders $ (6,692,159 ) $ 152,653 $ (6,539,506 ) (Loss) per share $ (1.21 ) $ 0.04 $ (1.17 ) Weighted Average common shares outstanding 5,516,238 6,712 5,522,950 Condensed Statements of Operations For the three months ended September 30, 2022 (unaudited) As previously reported Adjustments As Restated Gross profit (loss) $ (3,573 ) $ – $ (3,573 ) Sales and marketing 159,388 – 159,388 Research and development 290,966 – 290,966 General and administrative 1,184,100 – 1,184,100 Total operating expenses 1,634,454 – 1,634,454 Total other income (expense) 227 – 227 Net income (loss) $ (1,633,033 ) $ – $ (1,633,033 ) Net (loss) allocable to common stockholders $ (1,633,033 ) $ – $ (1,633,033 ) (Loss) per share $ (0.20 ) $ – $ (0.20 ) Weighted Average common shares outstanding 7,821,515 – 7,821,515 Condensed Statements of Cash Flows For the nine months ended September 30, 2022 (unaudited) As previously reported Adjustments As Restated Net income (loss) $ (6,276,636 ) $ 152,653 $ (6,123,983 ) Adjustments to reconcile net income (loss) to net cash used in operation activities Depreciation and amortization 141,852 (37,500 ) 104,352 Non-cash charge settled in equity – 1,299,507 1,299,507 Prepaids and other current assets 85,081 (127,883 ) (42,801 ) Accrued and other liabilities 981,504 (921,718 ) 59,786 Other 889,081 – 889,081 Net cash (used in) operations (4,179,118 ) 365,060 (3,814,058 ) Net cash (used in) investing activities (159,622 ) – (159,622 ) IPO Issuance costs – (365,060 ) (365,060 ) Others 6,552,318 – 6,552,318 Net cash provided by financing activities 6,552,318 (365,060 ) 6,187,258 Net cash increase (decrease) for period $ 2,213,578 $ – $ 2,213,578 Condensed Statements of Changes in Stockholders’ Equity September 30, 2022 (unaudited) As previously reported Adjustments As Restated Common Stock $ 78 $ – $ 78 Additional paid-in capital 41,510,853 (152,653 ) 41,358,200 Accumulated deficit (38,578,195 ) 152,653 (38,425,542 ) Total stockholders’ equity $ 2,932,736 $ – $ 2,932,736

SUPPLEMENTAL FINANCIAL INFORMAT

SUPPLEMENTAL FINANCIAL INFORMATION	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
SUPPLEMENTAL FINANCIAL INFORMATION	NOTE 7. SUPPLEMENTAL FINANCIAL INFORMATION Balance Sheets Accrued and other liabilities: Schedule of accrued and other liabilities September 30, 2023 December 31, Accrued bonus $ 265,137 $ 134,704 Accrued expenses 12,074 35,922 Accrued payroll and related liabilities 46,250 46,250 Accrued interest 48,954 – Other accrued liabilities 6,704 9,593 Accrued and other liabilities $ 379,119 $ 226,469

LEASES

LEASES	9 Months Ended
	Sep. 30, 2023
Leases
LEASES	NOTE 8. LEASES Our most recent office lease and sublease expired on June 30, 2022. Rent expense for the three months ended September 30, 2023, and 2022, was $ 0 0 36,070 The Company entered into a subleasing agreement in 2021 and realized $ 0 26,340

INTANGIBLE ASSETS

INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 9. INTANGIBLE ASSETS The Company’s intangible assets are as follows: Schedule of intangible assets September 30, 2023 December 31, 2022 Patents and licenses $ 2,233,332 $ 2,147,728 Other 5,017 5,017 Total intangible assets gross 2,238,349 2,152,745 Less: accumulated amortization (1,062,141 ) (942,538 ) Intangible assets, net $ 1,176,208 $ 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 $ 40,797 46,458 119,602 138,041 Patents and trademarks are reviewed at least annually for impairment. No impairment was recorded through September 30, 2023, and December 31, 2022, respectively. Future amortization of intangible assets is as follows: Schedule of future amortization of intangible assets 2023 $ 41,002 2024 164,008 2025 164,008 2026 164,008 2027 and beyond 643,182 Total $ 1,176,208

SHORT TERM NOTES, CONVERTIBLE D

SHORT TERM NOTES, CONVERTIBLE DEBT, AND DERIVATIVE LIABILITIES	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
SHORT TERM NOTES, CONVERTIBLE DEBT, AND DERIVATIVE LIABILITIES	NOTE 10. SHORT TERM NOTES, CONVERTIBLE DEBT, AND DERIVATIVE LIABILITIES Senior Notes Payable In May 2023, the Company issued $ 1,437,500 1,250,000 203,575 The Company evaluated the embedded redemption and contingent interest features in the Senior Notes Payable to determine if such features were required to be bifurcated as an embedded derivative liability. In accordance with ASC 815-40, Derivatives and Hedging Activities 163,170 The Company issued warrants to purchase 1,232,156 In connection with the issuance of the Senior Notes Payable, the Company paid a commitment fee in the form of 339,360 175,619 In September 2023, as agreed to during the issuance of the Senior Notes Payable, the Company exercised their right to an additional financing, issuing $ 862,500 September 1, 2024 750,000 15.0 8.0 92,738 The Company evaluated the embedded redemption and contingent interest features in the Series B Notes Payable to determine if such features were required to be bifurcated as an embedded derivative liability. In accordance with ASC 815-40, Derivatives and Hedging Activities 153,810 The resulting debt discounts from the derivative liabilities, warrant liabilities and deferred financing costs were presented as a direct deduction from the carrying amount of that debt liability and amortized to interest expense using the effective interest rate method. For the nine months ended September 30, 2023, the Company recognized $ 156,266 The following table reconciles the aggregate amount for the Senior Notes Payable and Series B Notes Payable, as well as the unamortized deferred financing costs and debt discounts relating to the derivative liabilities and warrant liabilities. Schedule of derivative liabilities and warrant liabilities September 30, 2023 December 31, 2022 Note Payable $ 2,300,000 $ – Less: Unamortized Discounts and Deferred Financing Costs Warrants (521,948 ) – Derivative (291,903 ) – Deferred financing costs (758,613 ) – Total notes payable discount (1,572,464 ) – Note payable, net of discount $ 727,536 – 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

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 11. 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 12,500 37,500 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	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 12. 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 8,230,510 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-1, A-2, A-3, A-4, B, B-1, B-2, and B-3 Preferred Stock 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 Series B, B-1, B-2 and B-3 preferred stock earned a dividend rate is 6.0%. Dividends were cumulative. The accrued and unpaid dividends were payable in shares of common stock in certain events (including an IPO) at the then current fair market value of the common stock. The preferred shares converted to common shares on a 1:1 pre-split basis immediately prior to the Stock Split on April 21, 2022. 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 Pre-Funded Placement Agent Warrants During the nine months ended September 30, 2023, the Company issued pre-funded warrants to purchase 100,973 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 September 30, 2023, 2,489,750

NET LOSS PER SHARE OF COMMON ST

NET LOSS PER SHARE OF COMMON STOCK	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
NET LOSS PER SHARE OF COMMON STOCK	NOTE 13. 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: Schedule of reconciliation of basic and diluted net loss per share Three Months Ended September 30, 2023 2022 Numerator: Net (loss) allocable to common stockholders used to compute basic and diluted loss per common share $ (998,010 ) $ (1,633,033 ) Denominator: Weighted average shares outstanding used to compute basic and dilutive loss per share 8,210,753 7,821,515 Weighted average shares issuable for vested restricted stock units 316,101 – Total weighted average shares diluted 8,526,854 7,821,515 Nine Months Ended September 30, 2023 2022 Numerator: Net (loss) allocable to common stockholders used to compute basic and diluted loss per common share $ (3,646,027 ) $ (6,539,506 ) Denominator: Weighted average shares outstanding used to compute basic and dilutive loss per share 8,053,341 5,522,950 Weighted average shares issuable for vested restricted stock units 202,265 – Total weighted average shares diluted 8,255,606 5,522,950 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 September 30, 2023 September 30, 2022 Series A and B convertible preferred stock – 1,093,039 Warrants 3,809,619 2,076,730 Restricted stock units 780,297 – Stock options 2,738,820 2,410,148 7,328,736 5,579,917

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
STOCK BASED COMPENSATION	NOTE 14. 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 September 30, 2023 2,738,820 $ 1.94 7.7 $ 0 Exercisable at December 31, 2022 2,169,088 $ 1.87 8.3 $ 0 Exercisable at September 30, 2023 2,339,176 $ 1.90 7.6 $ 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 September 29, 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 September 30, 2023, there was approximately $ 385,552 24 Restricted Stock Units In the nine months ended September 30, 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 541,610 RSUs. RSU activity under the 2022 Plan was as follows for the nine months ended September 30, 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 541,610 0.56 Vested (327,230 ) 0.65 Forfeited (29,635 ) 1.17 Nonvested as of September 30, 2023 631,270 $ 0.63 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 nine months ended September 30, 2023, was $ 185,086 As of September 30, 2023, there was approximately $ 167,775 As of September 30, 2023, the Company is obligated to issue 332,985 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 September 30, Nine months ended September 30, 2023 2022 2023 2022 Sales and marketing $ 79,608 $ 848 $ 186,604 $ 2,544 Research and development 2,055 3,064 7,670 10,400 General and administrative 55,644 697,593 162,195 1,037,882 Total stock-based compensation $ 137,307 $ 701,505 $ 356,469 $ 1,050,826

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 15. SUBSEQUENT EVENTS Common Stock Purchase Agreement On October 9, 2023, the Company entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”) and a related registration rights agreement (the “White Lion RRA”) with White Lion Capital, LLC, a Nevada limited liability company (“White Lion”). Pursuant to the Common Stock Purchase Agreement, the Company has the right, but not the obligation to require White Lion to purchase, from time to time, up to $10,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement. In consideration for the commitments of White Lion, as described above, the Company issued to White Lion 187,500 shares of common stock (the “Commitment Shares”), having a value of $75,000 based upon the closing sale price of common stock on October 6, 2023. The Company is obligated under the Common Stock Purchase Agreement and the White Lion RRA to file a registration statement with the SEC to register the common stock under the Securities Act of 1933, as amended (the “Securities Act”), for the resale by White Lion of shares of common stock that the Company may issue to White Lion under the Common Stock Purchase Agreement. Subject to the satisfaction of certain customary conditions including, without limitation, the effectiveness of a registration statement registering the shares issuable pursuant to the Common Stock Purchase Agreement, the Company’s right to sell shares to White Lion will commence on the effective date of such registration statement and extend until December 31, 2024, unless the Company has exercised its right in full to sell shares to White Lion under the Common Stock Purchase Agreement prior to such date (the period beginning on the effective date and ending on the earlier of such dates, (the “Commitment Period”). During such term, subject to the terms and conditions of the Common Stock Purchase Agreement, the Company shall notify (such notice, a “Purchase Notice”) White Lion when the Company exercises its right to sell shares (the effective date of such notice, a “Notice Date”). The Purchase Notice may be a Fixed Purchase Notice, a Rapid Purchase Notice or a VWAP Purchase Notice, each as described below. The number of shares sold pursuant to any such notice may not exceed the lesser of (i) 30% of the Average Daily Trading Volume for the Common Stock traded on Nasdaq and (ii) $1,000,000 divided by the highest closing price of the Common Stock over the most recent five business days immediately preceding receipt of the applicable Purchase Notice from the Company, and can be increased at any time at the sole discretion of White Lion, up to 9.99% of the outstanding shares of the Company . Under a Fixed Purchase Notice, the purchase price to be paid by White Lion for any such shares will equal 85% of lowest daily VWAP of the common stock during a period of five consecutive business days prior to, ending on and including the applicable Notice Date. Under a VWAP Purchase Notice, the purchase price to be paid by White Lion will equal 95% of the VWAP of the common stock during the two consecutive business days commencing on and including the applicable Notice Date. Under a Rapid Purchase Notice, the purchase price to be paid by White Lion will equal 85% of the VWAP of the common stock on the applicable Notice Date, unless notice is provided after 9:00 a.m. New York time on any business day, in which case the purchase price to be paid by White Lion will equal the lowest traded price of the Company’s common stock on the applicable Notice Date. The Company may terminate the Common Stock Purchase Agreement at any time in the event of a material breach of the Common Stock Purchase Agreement by White Lion, which shall be effected by written notice being sent by the Company to White Lion; provided, however, that the Company shall have delivered the Commitment Shares to White Lion prior to such termination. In addition, the Common Stock Purchase Agreement shall automatically terminate on the earlier of (i) the end of the Commitment Period or (ii) the date that, pursuant to or within the meaning of any bankruptcy law, the Company commences a voluntary case or any person commences a proceeding against the Company, a custodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors. No termination of the Common Stock Purchase Agreement will affect the registration rights provisions contained in the White Lion RRA described below. On October 23, 2023, the Company issued a Rapid Purchase Notice to White Lion for 300,000 shares and received proceeds of $90,625, net of $5,000 document preparation fees. On October 27, 2023, the Company issued a Fixed Purchase Notice to White Lion for 75,000 shares and received proceeds of $21,484. Unsecured Non-Convertible Notes In connection with our unsecured non-convertible note financing in May 2023, we issued to the investor 1,232,156 common stock warrants with a per share exercise price of $0.6262. The $0.6262 per share exercise price of these warrants is subject to a “full ratchet” adjustment if the Company issues securities at an effective per share price lower than the then effective warrant exercise price. In connection with our sale of shares under our equity line on October 27, 2023, the exercise price of these warrants was reduced to $0.2865.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 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 of Financial Instruments	Fair Value of Financial Instruments ASC 820, Fair Value Measurements, provides guidance on the development and disclosure of fair value measurements. Under this accounting guidance, fair value is defined as an exit price, representing the amount 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. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1 Level 2 Level 3 The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. 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. The Company’s warrant liabilities and derivative liabilities are estimated using level 3 inputs (see Note 3).
Derivative Financial Instruments	Derivative Financial Instruments The Company has derivative financial instruments that are not hedges and do not qualify for hedge accounting. Changes in the fair value of these instruments are recorded in other income (expenses), on a net basis in the Consolidated Statements of Operations and Comprehensive Loss.
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 0 1,229,863 161,450 10,000 171,450
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 prepayment to 90 days from the date of invoice.
Liquidity, Capital Resources and Going Concern	Liquidity, Capital Resources and Going Concern The Company had a cash and restricted cash balance of $ 171,450 This interim bridge funding should allow the Company to operate into the fourth quarter of 2023. Management is actively managing our cash position and working to secure longer-term funding in the fourth quarter of 2023. 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 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. The Company has issued restricted stock units (“RSUs”) under the 2022 Plan to certain consultants that have a combination of time-based and performance-based vesting. The Company measures and recognizes compensation expense for all stock-based awards based on the awards’ fair value. The grant date fair value for a RSU is the market price of the common stock on the date of grant. One share of common stock (or its cash equivalent, at the discretion of the Company) is issued for each RSU that vests.
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.

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of recurring basis to determine the fair value of the liability	Schedule of recurring basis to determine the fair value of the liability Fair value measured as of September 30, 2023 Fair value on Sept 30, 2023 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Warrant liability $ 210,910 $ – $ – $ 210,910 Derivative Liability 367,436 – – 367,436 Total Fair value $ 578,346 $ – $ – $ 578,346
Schedule of liabilities measures at fair value	Schedule of liabilities measures at fair value Warrant Liability Derivative Liability Total Balance - January 1, 2023 $ – $ – $ – Additional warrant and derivative liability 579,818 316,980 896,798 Change in fair value (368,908 ) 50,456 (318,452 ) Balance - September 30, 2023 $ 210,910 $ 367,436 $ 578,346
Schedule of assumptions	Schedule of assumptions As of Issuance As of Sept 30, 2023 Warrant Liability Warrant Liability Strike Price $ 0.63 $ 0.63 Contractual term (years) 5.0 5.0 Volatility (annual) 80.0 80.0 Risk-free rate 3.52 4.64 Floor Financing price $ 0.50 $ 0.50

CORRECTION OF ERRORS IN 2022 _2

CORRECTION OF ERRORS IN 2022 INTERIM FINANCIAL INFORMATION (Tables)	9 Months Ended
	Sep. 30, 2023
Accounting Changes and Error Corrections [Abstract]
Schedule of error corrections	Schedule of error corrections Condensed Balance Sheets For the nine months ended September 30, 2022 (unaudited) As previously reported Adjustments As Restated Total assets $ 4,101,162 $ – $ 4,101,162 Total current liabilities 1,168,426 – 1,168,426 Additional paid-in capital 41,510,853 (152,653 ) 41,358,200 Accumulated deficit (38,578,195 ) 152,653 (38,425,542 ) Other 78 – 78 Total stockholders’ equity 2,932,736 – 2,932,736 Total liabilities and stockholders’ equity $ 4,101,162 $ – $ 4,101,162 Condensed Statements of Operations For the nine months ended September 30, 2022 (unaudited) As previously reported Adjustments As Restated Gross profit (loss) $ (10,085 ) $ – $ (10,085 ) Sales and marketing 353,456 – 353,456 Research and development 848,995 – 848,995 General and administrative 3,559,225 (152,653 ) 3,406,572 Total operating expenses 4,761,676 (152,653 ) 4,609,023 Total other income (expense) (1,504,875 ) – (1,504,875 ) Net income (loss) $ (6,276,636 ) $ 152,653 $ (6,123,983 ) Net (loss) allocable to common stockholders $ (6,692,159 ) $ 152,653 $ (6,539,506 ) (Loss) per share $ (1.21 ) $ 0.04 $ (1.17 ) Weighted Average common shares outstanding 5,516,238 6,712 5,522,950 Condensed Statements of Operations For the three months ended September 30, 2022 (unaudited) As previously reported Adjustments As Restated Gross profit (loss) $ (3,573 ) $ – $ (3,573 ) Sales and marketing 159,388 – 159,388 Research and development 290,966 – 290,966 General and administrative 1,184,100 – 1,184,100 Total operating expenses 1,634,454 – 1,634,454 Total other income (expense) 227 – 227 Net income (loss) $ (1,633,033 ) $ – $ (1,633,033 ) Net (loss) allocable to common stockholders $ (1,633,033 ) $ – $ (1,633,033 ) (Loss) per share $ (0.20 ) $ – $ (0.20 ) Weighted Average common shares outstanding 7,821,515 – 7,821,515 Condensed Statements of Cash Flows For the nine months ended September 30, 2022 (unaudited) As previously reported Adjustments As Restated Net income (loss) $ (6,276,636 ) $ 152,653 $ (6,123,983 ) Adjustments to reconcile net income (loss) to net cash used in operation activities Depreciation and amortization 141,852 (37,500 ) 104,352 Non-cash charge settled in equity – 1,299,507 1,299,507 Prepaids and other current assets 85,081 (127,883 ) (42,801 ) Accrued and other liabilities 981,504 (921,718 ) 59,786 Other 889,081 – 889,081 Net cash (used in) operations (4,179,118 ) 365,060 (3,814,058 ) Net cash (used in) investing activities (159,622 ) – (159,622 ) IPO Issuance costs – (365,060 ) (365,060 ) Others 6,552,318 – 6,552,318 Net cash provided by financing activities 6,552,318 (365,060 ) 6,187,258 Net cash increase (decrease) for period $ 2,213,578 $ – $ 2,213,578 Condensed Statements of Changes in Stockholders’ Equity September 30, 2022 (unaudited) As previously reported Adjustments As Restated Common Stock $ 78 $ – $ 78 Additional paid-in capital 41,510,853 (152,653 ) 41,358,200 Accumulated deficit (38,578,195 ) 152,653 (38,425,542 ) Total stockholders’ equity $ 2,932,736 $ – $ 2,932,736

SUPPLEMENTAL FINANCIAL INFORM_2

SUPPLEMENTAL FINANCIAL INFORMATION (Tables)	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of accrued and other liabilities	Schedule of accrued and other liabilities September 30, 2023 December 31, Accrued bonus $ 265,137 $ 134,704 Accrued expenses 12,074 35,922 Accrued payroll and related liabilities 46,250 46,250 Accrued interest 48,954 – Other accrued liabilities 6,704 9,593 Accrued and other liabilities $ 379,119 $ 226,469

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of intangible assets	Schedule of intangible assets September 30, 2023 December 31, 2022 Patents and licenses $ 2,233,332 $ 2,147,728 Other 5,017 5,017 Total intangible assets gross 2,238,349 2,152,745 Less: accumulated amortization (1,062,141 ) (942,538 ) Intangible assets, net $ 1,176,208 $ 1,210,207
Schedule of future amortization of intangible assets	Schedule of future amortization of intangible assets 2023 $ 41,002 2024 164,008 2025 164,008 2026 164,008 2027 and beyond 643,182 Total $ 1,176,208

SHORT TERM NOTES, CONVERTIBLE_2

SHORT TERM NOTES, CONVERTIBLE DEBT, AND DERIVATIVE LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Schedule of derivative liabilities and warrant liabilities	Schedule of derivative liabilities and warrant liabilities September 30, 2023 December 31, 2022 Note Payable $ 2,300,000 $ – Less: Unamortized Discounts and Deferred Financing Costs Warrants (521,948 ) – Derivative (291,903 ) – Deferred financing costs (758,613 ) – Total notes payable discount (1,572,464 ) – Note payable, net of discount $ 727,536 –

NET LOSS PER SHARE OF COMMON _2

NET LOSS PER SHARE OF COMMON STOCK (Tables)	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Schedule of reconciliation of basic and diluted net loss per share	Schedule of reconciliation of basic and diluted net loss per share Three Months Ended September 30, 2023 2022 Numerator: Net (loss) allocable to common stockholders used to compute basic and diluted loss per common share $ (998,010 ) $ (1,633,033 ) Denominator: Weighted average shares outstanding used to compute basic and dilutive loss per share 8,210,753 7,821,515 Weighted average shares issuable for vested restricted stock units 316,101 – Total weighted average shares diluted 8,526,854 7,821,515 Nine Months Ended September 30, 2023 2022 Numerator: Net (loss) allocable to common stockholders used to compute basic and diluted loss per common share $ (3,646,027 ) $ (6,539,506 ) Denominator: Weighted average shares outstanding used to compute basic and dilutive loss per share 8,053,341 5,522,950 Weighted average shares issuable for vested restricted stock units 202,265 – Total weighted average shares diluted 8,255,606 5,522,950
Schedule of anti-dilutive securities excluded from computation of earnings per share	Schedule of anti-dilutive securities excluded from computation of earnings per share September 30, 2023 September 30, 2022 Series A and B convertible preferred stock – 1,093,039 Warrants 3,809,619 2,076,730 Restricted stock units 780,297 – Stock options 2,738,820 2,410,148 7,328,736 5,579,917

STOCK BASED COMPENSATION (Table

STOCK BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 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 September 30, 2023 2,738,820 $ 1.94 7.7 $ 0 Exercisable at December 31, 2022 2,169,088 $ 1.87 8.3 $ 0 Exercisable at September 30, 2023 2,339,176 $ 1.90 7.6 $ 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 541,610 0.56 Vested (327,230 ) 0.65 Forfeited (29,635 ) 1.17 Nonvested as of September 30, 2023 631,270 $ 0.63
Schedule of stock-based compensation expense	Schedule of stock-based compensation expense Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Sales and marketing $ 79,608 $ 848 $ 186,604 $ 2,544 Research and development 2,055 3,064 7,670 10,400 General and administrative 55,644 697,593 162,195 1,037,882 Total stock-based compensation $ 137,307 $ 701,505 $ 356,469 $ 1,050,826

THE COMPANY AND BASIS OF PRES_2

THE COMPANY AND BASIS OF PRESENTATION (Details Narrative) - USD ($)		9 Months Ended	12 Months Ended
	Apr. 26, 2022	Sep. 30, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Minimum bid price		$ 1
Additional shareholders' equity		$ 2,500,000
Reported stockholders equity			$ 1,787,751
Unit Of Common Stock And Warrant [Member] | IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Issuance of common shares	2,165,000	2,165,000
Net proceeds of common stock warrants	$ 8,600,000
Common Stock Warrants [Member] | IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares converted	426,768
Common Stock Warrants [Member] | IPO [Member] | Underwriters [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Issuance of common shares	324,750
Common Stock [Member] | IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares converted	4,750,830
Warrants [Member] | IPO [Member] | Underwriters [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Underwriters a common stock warrant	173,200	173,200
Stock warrant exercise price	$ 5.44	$ 5.44
Warrants and rights outstanding, maturity date	Apr. 26, 2027	Apr. 26, 2027

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Cash equivalents	$ 0	$ 0
Excess of federally insured limits	0	1,229,863
Cash	161,450	1,472,806
Restricted cash	10,000	10,000
Cash and restricted cash	171,450
Allowance for doubtful accounts	$ 0	$ 0

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details- Recurring basis to determine the fair value of the liability)	Sep. 30, 2023 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value liability	$ 578,346
Fair Value, Inputs, Level 1 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value liability	0
Fair Value, Inputs, Level 2 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value liability	0
Fair Value, Inputs, Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value liability	578,346
Warrant Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value liability	210,910
Warrant Liability [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value liability	0
Warrant Liability [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value liability	0
Warrant Liability [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value liability	210,910
Derivative Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value liability	367,436
Derivative Liability [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value liability	0
Derivative Liability [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value liability	0
Derivative Liability [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value liability	$ 367,436

FAIR VALUE MEASUREMENTS (Deta_2

FAIR VALUE MEASUREMENTS (Details - liabilities measures at fair value)	9 Months Ended
	Sep. 30, 2023 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance - January 1, 2023	$ 0
Additional warrant and derivative liability	896,798
Change in fair value	(318,452)
Balance - September 30, 2023	578,346
Warrant Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance - January 1, 2023	0
Additional warrant and derivative liability	579,818
Change in fair value	(368,908)
Balance - September 30, 2023	210,910
Derivative Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance - January 1, 2023	0
Additional warrant and derivative liability	316,980
Change in fair value	50,456
Balance - September 30, 2023	$ 367,436

FAIR VALUE MEASUREMENTS (Deta_3

FAIR VALUE MEASUREMENTS (Details- Fair value of the warrants)	9 Months Ended
	Sep. 30, 2023 $ / shares
Issuance Warrant Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrant Liability, Strike Price	$ 0.63
Warrant Liability, Contractual term	5 years
Warrant Liability, Volatility (annual)	80%
Warrant Liability, Risk-free rate	3.52%
Warrant Liability, Floor Financing price	$ 0.50
Warrant Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrant Liability, Strike Price	$ 0.63
Warrant Liability, Contractual term	5 years
Warrant Liability, Volatility (annual)	80%
Warrant Liability, Risk-free rate	4.64%
Warrant Liability, Floor Financing price	$ 0.50

SCHEDULE OF ERROR CORRECTIONS (

SCHEDULE OF ERROR CORRECTIONS (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Total assets	$ 1,543,219						$ 1,543,219		$ 2,914,629
Total current liabilities	2,371,199						2,371,199		688,671
Additional paid-in capital	42,188,117						42,188,117		41,596,032
Accumulated deficit	(43,016,179)						(43,016,179)		(39,370,153)
Total stockholders’ equity	(827,980)	$ 10,223	$ 1,125,029	$ 2,932,737	$ 4,239,570	$ (14,031,887)	(827,980)	$ 2,932,737	2,225,958	$ (12,831,606)
Total liabilities and stockholders’ equity	1,543,219						1,543,219		2,914,629
Research and development	198,252			290,966			652,657	848,995
General and administrative	770,534			1,184,100			2,524,308	3,406,572
Total operating expenses	1,161,682			1,634,454			3,754,934	4,609,023
Total other income (expense)	164,165			227			103,613	(1,504,875)
Net income (loss)	(998,010)	$ (1,464,557)	$ (1,183,460)	(1,633,033)	$ (3,554,862)	$ (936,088)	(3,646,027)	(6,123,983)
Net (loss) allocable to common stockholders	$ (998,010)			$ (1,633,033)			$ (3,646,027)	$ (6,539,506)
(Loss) per share, basic	$ (0.12)			$ (0.20)			$ (0.44)	$ (1.17)
(Loss) per share, diluted	$ (0.12)			$ (0.20)			$ (0.44)	$ (1.17)
Weighted Average common shares outstanding, basic	8,526,854			7,821,515			8,255,606	5,522,950
Weighted Average common shares outstanding, diluted	8,526,854			7,821,515			8,255,606	5,522,950
Adjustments to reconcile net income (loss) to net cash used in operation activities
Depreciation and amortization							$ 120,886	$ 104,352
Prepaids and other current assets							34,182	(42,802)
Net cash (used in) operations							(2,913,165)	(3,814,059)
Net cash (used in) investing activities							(85,603)	(159,622)
IPO Issuance costs							(312,588)	(365,060)
Net cash provided by financing activities							1,687,412	6,187,258
Net cash increase (decrease) for period							(1,311,356)	2,213,577
Common Stock	$ 82						$ 82		$ 79
Previously Reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Total assets				$ 4,101,162				4,101,162
Total current liabilities				1,168,426				1,168,426
Additional paid-in capital				41,510,853				41,510,853
Accumulated deficit				(38,578,195)				(38,578,195)
Other				78				78
Total stockholders’ equity				2,932,736				2,932,736
Total liabilities and stockholders’ equity				4,101,162				4,101,162
Gross profit (loss)				(3,573)				(10,085)
Sales and marketing				159,388				353,456
Research and development				290,966				848,995
General and administrative				1,184,100				3,559,225
Total operating expenses				1,634,454				4,761,676
Total other income (expense)				227				(1,504,875)
Net income (loss)				(1,633,033)				(6,276,636)
Net (loss) allocable to common stockholders				$ (1,633,033)				$ (6,692,159)
(Loss) per share, basic				$ (0.20)				$ (1.21)
(Loss) per share, diluted				$ (0.20)				$ (1.21)
Weighted Average common shares outstanding, basic				7,821,515				5,516,238
Weighted Average common shares outstanding, diluted				7,821,515				5,516,238
Adjustments to reconcile net income (loss) to net cash used in operation activities
Depreciation and amortization								$ 141,852
Non-cash charge settled in equity								0
Prepaids and other current assets								85,081
Accrued and other liabilities								981,504
Other								889,081
Net cash (used in) operations								(4,179,118)
Net cash (used in) investing activities								(159,622)
IPO Issuance costs								0
Others								6,552,318
Net cash provided by financing activities								6,552,318
Net cash increase (decrease) for period								2,213,578
Common Stock				$ 78				78
Revision of Prior Period, Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Total assets				0				0
Total current liabilities				0				0
Additional paid-in capital				(152,653)				(152,653)
Accumulated deficit				152,653				152,653
Other				0				0
Total stockholders’ equity				0				0
Total liabilities and stockholders’ equity				0				0
Gross profit (loss)				0				0
Sales and marketing				0				0
Research and development				0				0
General and administrative				0				(152,653)
Total operating expenses				0				(152,653)
Total other income (expense)				0				0
Net income (loss)				0				152,653
Net (loss) allocable to common stockholders				$ 0				$ 152,653
(Loss) per share, basic				$ 0				$ 0.04
(Loss) per share, diluted				$ 0				$ 0.04
Weighted Average common shares outstanding, basic				0				6,712
Weighted Average common shares outstanding, diluted				0				6,712
Adjustments to reconcile net income (loss) to net cash used in operation activities
Depreciation and amortization								$ (37,500)
Non-cash charge settled in equity								1,299,507
Prepaids and other current assets								(127,883)
Accrued and other liabilities								(921,718)
Other								0
Net cash (used in) operations								365,060
Net cash (used in) investing activities								0
IPO Issuance costs								(365,060)
Others								0
Net cash provided by financing activities								(365,060)
Net cash increase (decrease) for period								0
Common Stock				$ 0				0
As Restated [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Total assets				4,101,162				4,101,162
Total current liabilities				1,168,426				1,168,426
Additional paid-in capital				41,358,200				41,358,200
Accumulated deficit				(38,425,542)				(38,425,542)
Other				78				78
Total stockholders’ equity				2,932,736				2,932,736
Total liabilities and stockholders’ equity				4,101,162				4,101,162
Gross profit (loss)				(3,573)				(10,085)
Sales and marketing				159,388				353,456
Research and development				290,966				848,995
General and administrative				1,184,100				3,406,572
Total operating expenses				1,634,454				4,609,023
Total other income (expense)				227				(1,504,875)
Net income (loss)				(1,633,033)				(6,123,983)
Net (loss) allocable to common stockholders				$ (1,633,033)				$ (6,539,506)
(Loss) per share, basic				$ (0.20)				$ (1.17)
(Loss) per share, diluted				$ (0.20)				$ (1.17)
Weighted Average common shares outstanding, basic				7,821,515				5,522,950
Weighted Average common shares outstanding, diluted				7,821,515				5,522,950
Adjustments to reconcile net income (loss) to net cash used in operation activities
Depreciation and amortization								$ 104,352
Non-cash charge settled in equity								1,299,507
Prepaids and other current assets								(42,801)
Accrued and other liabilities								59,786
Other								889,081
Net cash (used in) operations								(3,814,058)
Net cash (used in) investing activities								(159,622)
IPO Issuance costs								(365,060)
Others								6,552,318
Net cash provided by financing activities								6,187,258
Net cash increase (decrease) for period								2,213,578
Common Stock				$ 78				$ 78

SUPPLEMENTAL FINANCIAL INFORM_3

SUPPLEMENTAL FINANCIAL INFORMATION (Details - Accrued and other liabilities) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued bonus	$ 265,137	$ 134,704
Accrued expenses	12,074	35,922
Accrued payroll and related liabilities	46,250	46,250
Accrued interest	48,954	0
Other accrued liabilities	6,704	9,593
Accrued and other liabilities	$ 379,119	$ 226,469

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases
Operating Lease, Expense	$ 0	$ 0	$ 0	$ 36,070
Sublease income			$ 0	$ 26,340

INTANGIBLE ASSETS (Details)

INTANGIBLE ASSETS (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Total intangible assets gross	$ 2,238,349	$ 2,152,745
Less: accumulated amortization	(1,062,141)	(942,538)
Intangible assets, net	1,176,208	1,210,207
Patents And Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets gross	2,233,332	2,147,728
Other Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets gross	$ 5,017	$ 5,017

INTANGIBLE ASSETS (Details 1)

INTANGIBLE ASSETS (Details 1)	Sep. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 41,002
2024	164,008
2025	164,008
2026	164,008
2027 and beyond	643,182
Total	$ 1,176,208

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of Intangible Assets	$ 40,797	$ 46,458	$ 119,602	$ 138,041

SHORT TERM NOTES, CONVERTIBLE_3

SHORT TERM NOTES, CONVERTIBLE DEBT, AND DERIVATIVE LIABILITIES (Details - Note payable) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Note Payable	$ 2,300,000	$ 0
Warrants	(521,948)	0
Derivative	(291,903)	0
Deferred financing costs	(758,613)	0
Total notes payable discount	(1,572,464)	0
Note payable, net of discount	$ 727,536	$ 0

SHORT TERM NOTES, CONVERTIBLE_4

SHORT TERM NOTES, CONVERTIBLE DEBT, AND DERIVATIVE LIABILITIES (Details Narrative) - USD ($)			1 Months Ended		3 Months Ended		9 Months Ended
	Apr. 27, 2022	Apr. 21, 2022	Sep. 30, 2023	May 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Jun. 30, 2021
Debt Instrument [Line Items]
Stock issued new, value						$ 175,619
Diligence and legal costs			$ 92,738
Issuance of debt discount			153,810
Notes payable			2,300,000		2,300,000		$ 2,300,000		$ 0
Repayments of notes payable							0	$ 2,000,000
Interest Converted To Common Stock [Member]
Debt Instrument [Line Items]
Beneficial conversion expense		$ 1,299,507
Interest Converted To Common Stock [Member] | Post Split Shares [Member] | Common Stock [Member]
Debt Instrument [Line Items]
Debt converted, shares issued		426,768
Interest Converted To Common Stock [Member] | Post Split Shares [Member] | Warrant [Member]
Debt Instrument [Line Items]
Debt converted, shares issued		426,768
Qualified Financing [Member]
Debt Instrument [Line Items]
Notes payable										$ 2,000,000
Repayments of notes payable	$ 2,000,000
Senior Notes Payable [Member]
Debt Instrument [Line Items]
Debt instrument face amount				$ 1,437,500
Proceeds from secured notes payable				1,250,000
Debt issuance costs, gross				203,575
Debt instrument, unamortized discount				$ 163,170
Amortization of debt discount							156,266
Senior Notes Payable [Member] | Commitment Fee [Member]
Debt Instrument [Line Items]
Issuance of common shares				339,360
Stock issued new, value				$ 175,619
Senior Notes Payable [Member] | Senior Notes Warrants [Member]
Debt Instrument [Line Items]
Warrants issued				1,232,156
Series B Notes Payable [Member]
Debt Instrument [Line Items]
Issuing unsecured senior notes			$ 862,500		$ 862,500		$ 862,500
Mature date			Sep. 01, 2024
Cash proceeds			$ 750,000
Original issue discount, percentage			15%		15%		15%
Annual rate percentage			8%		8%		8%

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - Regents Of The University Of California [Member] - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Minimum annual royalty payment	$ 50,000		$ 50,000
Royalty expense	$ 12,500	$ 12,500	$ 37,500	$ 37,500

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)				1 Months Ended	9 Months Ended	12 Months Ended
	Mar. 24, 2023	Apr. 26, 2022	Apr. 22, 2022	Feb. 28, 2023	Sep. 30, 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 value					$ 0.00001	$ 0.00001
Preferred stock, shares authorized					20,000,000
Preferred stock, par value					$ 0.00001
Common stock, shares outstanding					8,230,510	7,861,515
Redemption price					$ 1,000
Warrants outstanding					2,489,750
Unit Of Common Stock And Warrant [Member] | IPO [Member]
Class of Stock [Line Items]
Issuance of common shares		2,165,000			2,165,000
I P O Warrants [Member] | IPO [Member] | Underwriters [Member]
Class of Stock [Line Items]
Issuance of common shares			324,750
Warrants [Member] | IPO [Member] | Underwriters [Member]
Class of Stock [Line Items]
Underwriters a common stock warrant		173,200			173,200
Stock warrant exercise price		$ 5.44			$ 5.44
Warrants and rights outstanding, maturity date		Apr. 26, 2027			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
Pre Funded Placement Agent Warrants [Member]
Class of Stock [Line Items]
Number of shares issued					100,973
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		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Earnings Per Share [Abstract]
Net (loss) allocable to common stockholders used to compute basic and diluted loss per common share	$ (998,010)	$ (1,633,033)	$ (3,646,027)	$ (6,539,506)
Weighted average shares outstanding used to compute basic and dilutive loss per share	8,210,753	7,821,515	8,053,341	5,522,950
Weighted average shares issuable for vested restricted stock units	316,101	0	202,265	0
Total weighted average shares diluted	8,526,854	7,821,515	8,255,606	5,522,950

NET LOSS PER SHARE OF COMMON _4

NET LOSS PER SHARE OF COMMON STOCK (Details - dilutive securities) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	7,328,736	5,579,917
Series A and B Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	0	1,093,039
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	3,809,619	2,076,730
Restricted stock units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	780,297	0
Stock options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	2,738,820	2,410,148

STOCK BASED COMPENSATION (Detai

STOCK BASED COMPENSATION (Details - Option Activity) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Options oustanding, beginning balance		2,738,820
Weighted average exercise price, beginning balance		$ 1.94
Weighted average remaining contractual life		7 years 8 months 12 days	8 years 4 months 24 days
Aggregate intrinsic value of unexercised options, beginning balance		$ 0
Options oustanding, granted	0	0
Weighted average exercise price, granted		$ 0
Options oustanding, exercised		$ 0
Weighted average exercise price, exercised		$ 0
Options oustanding, forfeited/expired		0
Weighted average exercise price, forfeited/expired		$ 0
Options oustanding, ending balance	2,738,820	2,738,820	2,738,820
Weighted average exercise price, ending balance	$ 1.94	$ 1.94	$ 1.94
Aggregate intrinsic value of unexercised options, ending balance	$ 0	$ 0	$ 0
Options oustanding, exercisable	2,339,176	2,339,176	2,169,088
Weighted average exercise price, exercisable	$ 1.90	$ 1.90	$ 1.87
Weighted average remaining contractual life, exercisable			8 years 3 months 18 days
Aggregate intrinsic value of unexercised options, exercisable	$ 0	$ 0	$ 0
Weighted average remaining contractual life, exercisable		7 years 7 months 6 days

STOCK BASED COMPENSATION (Det_2

STOCK BASED COMPENSATION (Details - RSU Activity) - Restricted Stock Units (RSUs) [Member]	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
RSU nonvested outstanding, beginning balance | shares	446,525
Weighted average grant date fair value per unit nonvested, beginning balance | $ / shares	$ 0.63
RSU nonvested outstanding, granted | shares	541,610
Weighted average grant date fair value per unit nonvested, granted | $ / shares	$ 0.56
RSU nonvested outstanding, vested | shares	(327,230)
Weighted average grant date fair value per unit nonvested, vested | $ / shares	$ 0.65
RSU nonvested outstanding, forfeited | shares	(29,635)
Weighted average grant date fair value per unit nonvested, forfeited | $ / shares	$ 1.17
RSU nonvested outstanding, ending balance | shares	631,270
Weighted average grant date fair value per unit nonvested, ending balance | $ / shares	$ 0.63

STOCK BASED COMPENSATION (Det_3

STOCK BASED COMPENSATION (Details - Share based compensation) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 137,307	$ 701,505	$ 356,469	$ 1,050,826
Selling and Marketing Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	79,608	848	186,604	2,544
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	2,055	3,064	7,670	10,400
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 55,644	$ 697,593	$ 162,195	$ 1,037,882

STOCK BASED COMPENSATION (Det_4

STOCK BASED COMPENSATION (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Apr. 21, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options granted	0	0
Unrecognized compensation cost	$ 385,552	$ 385,552
Stock options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation cost, remaining term		24 months
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation expense		$ 185,086
Unrecognized compensation cost non-vested	$ 167,775	$ 167,775
Aclarion Equity Incentive Plan 2022 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares Authorized	2,393,076	2,393,076	2,000,000