Aclarion (ACON) S-1/A23 Feb 242023 Q2 IPO registration (amended)Financial data

Company Profile

Cover

Cover	12 Months Ended
Cover	Dec. 31, 2023
Cover [Abstract]
Document Type	S-1/A
Amendment Flag	true
Amendment Description	Client made edits throughout
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

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 1,021,069	$ 1,472,806
Restricted cash	10,000	10,000
Accounts receivable, net	13,270	18,569
Prepaids & other current assets	245,030	199,701
Total current assets	1,289,369	1,701,076
Non-current assets:
Property and equipment, net	1,782	3,346
Intangible assets, net	1,168,623	1,210,207
Total non-current assets	1,170,405	1,213,553
Total assets	2,459,774	2,914,629
Current liabilities:
Accounts payable	760,535	462,202
Accrued and other liabilities	857,722	226,469
Note payable, net of discount	1,125,724	0
Warrant liability	289,165	0
Derivative liability	121,326	0
Liability to issue equity	33,297	0
Total current liabilities	3,187,769	688,671
Commitments and contingencies (See Note 12)
Stockholders' equity (deficit)
Common stock - $0.00001 par value, 200,000,000 authorized and 825,459 and 491,345 shares issued and outstanding (see Note 13)	8	5
Additional paid-in capital	43,553,523	41,596,106
Accumulated deficit	(44,281,526)	(39,370,153)
Total stockholders’ equity (deficit)	(727,995)	2,225,958
Total liabilities and stockholders’ equity (deficit)	$ 2,459,774	$ 2,914,629

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 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	825,459	491,345
Common stock, shares outstanding	825,459	491,345

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
Statements of Operations - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Revenue
Revenue	$ 75,404	$ 60,444
Cost of revenue	75,728	65,298
Gross profit (loss)	(324)	(4,854)
Operating expenses:
Sales and marketing	757,004	498,003
Research and development	873,336	1,067,992
General and administrative	3,245,317	3,990,719
Total operating expenses	4,875,657	5,556,714
Income (loss) from operations	(4,875,981)	(5,561,568)
Other income (expense):
Interest expense	(608,288)	(1,507,546)
Changes in fair value of warrant and derivative liabilities	646,319	0
Loss on issuance of warrants	(72,862)	0
Other, net	(562)	521
Total other income (expense)	(35,393)	(1,507,025)
Income (loss) before income taxes	(4,911,374)	(7,068,593)
Income tax provision	0	0
Net income (loss)	(4,911,374)	(7,068,593)
Dividends accrued for preferred stockholders	0	(415,523)
Net income (loss) allocable to common stockholders	$ (4,911,374)	$ (7,484,116)

Statements of Operations (Paren

Statements of Operations (Parenthetical) - $ / shares	12 Months Ended
Statements of Operations (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Net (loss) per share allocable to common shareholders, basic	$ (8.82)	$ (19.61)
Net (loss) per share allocable to common shareholders, diluted	$ (8.82)	$ (19.61)
Weighted average shares of common stock outstanding, basic	556,808	381,598
Weighted average shares of common stock outstanding, diluted	556,808	381,598

Statements of Changes in Stockh

Statements of Changes in Stockholders' Equity (Deficit) - 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	$ 19,054,243	$ (31,886,036)	$ (12,831,606)
Beginning balance, shares at Dec. 31, 2021	0	6,247,695	12,434,500	5,812,809	56,605
Share-based compensation						1,186,658		1,186,658
Preferred stock dividend payable							(415,523)	(415,523)
Conversion of preferred dividends payable to common stock					$ 1	4,272,420		4,272,421
Conversion of preferred dividends payable to common stock, shares					61,534
[custom:ConversionOfPreferredDividendsPayableToCommonStockValue]					$ 1	4,272,420		4,272,421
Issuance of common stock and warrants related to IPO, net issuance costs					$ 1	8,552,338		8,552,340
Issuance of common stock and warrants related to IPO, net issuance costs, shares					135,313
IPO issuance costs						(530,463)		(530,463)
Conversion of preferred stock to common stock		(62)	(124)		2	7,102,472		7,102,287
Issuance of common shares						102,000		102,000
Exercise of convertible note warrants, shares					3,776
Issuance of common shares, shares					2,500
Conversion of preferred stock to common stock, shares		(6,247,695)	(12,434,500)	(5,812,809)	204,945
Issuance of warrants						1,280		1,280
Conversion of accrued interest on promissory notes						1,855,158		1,855,158
Conversion of accrued interest on promissory notes, shares					26,673
Exercise of convertible note warrants
Net income (loss)							(7,068,593)	(7,068,593)
Ending balance, value at Dec. 31, 2022	$ 0	$ 0	$ 0	$ 0	$ 5	41,596,106	(39,370,153)	2,225,958
Ending balance, shares at Dec. 31, 2022	0	0	0	0	491,345
Share-based compensation						456,000		456,000
Issuance of common shares - equity line					$ 3	1,462,946		1,462,949
Issuance of common shares - equity line of credit, shares					285,938
Commitment common shares - equity line				0	$ 0	0	0	0
Commitment common shares - equity line of credit, shares					11,719
Commitment shares - note financing						175,619		175,619
Commitment shares - note financing, shares					21,210
Issuance of warrants - note financing						67,500		67,500
Cashless exercise of pre-funded warrants				0	$ 0	0	0	0
Cashless exercise of pre-funded warrants, shares					3,396
Conversion of vested restricted stock units to common shares				0	$ 0	0	0	0
Conversion of vested restricted stock units to common shares, shares					9,930
Common share - stock split round up				0	$ 0	0	0	0
Common share - stock split round up, shares					70
Proceeds from sale of Series A preferred stock	1,000
Issuance of common shares				0	$ 0	0	0	0
Issuance of common shares, shares					1,852
Net income (loss)							(4,911,374)	(4,911,374)
Preferred Stock Redemption Discount								1,000
Proceeds from sale of Series A preferred stock, shares	1
Redemption of Series A Preferred stock	$ (1,000)							(1,000)
Redemption of Series A Preferred stock, shares	(1)
Common share issuance costs - equity line						(204,647)		(204,647)
Proceeds from sale of Series A preferred stock								1,000
Ending balance, value at Dec. 31, 2023	$ 0	$ 0	$ 0	$ 0	$ 8	$ 43,553,523	$ (44,281,526)	$ (727,995)
Ending balance, shares at Dec. 31, 2023	0	0	0	0	825,459

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
Statements of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities
Net income (loss)	$ (4,911,374)	$ (7,068,593)
Adjustments to reconcile net income (loss) to net cash used in operation activities:
Depreciation and amortization	162,670	143,622
Share-based compensation	456,001	1,186,658
Amortization of deferred issuance costs	497,656	0
Changes in fair value of warrants and derivative	(646,319)	0
Non-cash interest related to bridge funding	98,685	0
Warrants issued as non- cash finance charge	72,862	0
Share-based vendor payments	0	102,000
Loss on disposal of furniture and equipment	0	3,789
Interest conversion discount settled in equity	0	1,299,507
Change in assets and liabilities
Accounts receivable	(1,491)	(12,290)
Prepaids and other current assets	(38,539)	(87,522)
Accounts payable	220,633	(603,102)
Accrued and other liabilities	448,459	(113,893)
Accrued interest on promissory and convertible notes	(6,190)	200,712
Net cash (used in) operations	(3,646,947)	(4,949,112)
Investing Activities
Proceeds from sale of furniture	0	1,000
Intangible assets - Patents	(119,522)	(208,870)
Net cash (used in) investing activities	(119,522)	(207,870)
Financing Activities
Bridge funding issuance costs	(323,301)	0
Equity line issuance costs	(74,916)	0
Proceeds from equity line	1,462,949	0
Proceeds from issuance of promissory notes	2,250,000	0
Proceeds from sale of Series A preferred stock	1,000	0
Redemption of Series A Preferred stock	(1,000)	0
IPO cash issuance costs	0	(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
Net cash provided by financing activities	3,314,732	6,187,258
Net increase (decrease) in cash and cash equivalents	(451,737)	1,030,276
Cash, cash equivalents, and restricted cash, beginning of period	1,482,806	452,530
Cash, cash equivalents, and restricted cash, end of period	1,031,069	1,482,806
Non- cash activities
Accrued debt issuance costs related to bridge funding	22,150	0
Accrued debt issuance costs related to equity line	129,731	0
Issuance of warrants related to bridge funding	67,500	0
Original issuance discount (15%) related to bridge funding	344,118	0
Liability to issue common shares	33,297	0
Issuance of commitment shares related to bridge funding	175,619	0
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
Fair value of warrants and derivative related to third tranche bridge funding	160,012	0
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

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure [Table]
Net Income (Loss) Attributable to Parent	$ (4,911,374)	$ (7,068,593)

THE COMPANY AND BASIS OF PRESEN

THE COMPANY AND BASIS OF PRESENTATION	12 Months Ended
THE COMPANY AND BASIS OF PRESENTATION	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
THE COMPANY AND BASIS OF PRESENTATION	NOTE 1. THE COMPANY AND BASIS OF PRESENTATION The Company Aclarion, Inc., formerly Nocimed, Inc., (the “Company” or “Aclarion”) is a healthcare technology company that leverages magnetic resonance spectroscopy (“MRS”), and a proprietary biomarker to optimize clinical treatments. The Company was formed in February 2015, is incorporated in Delaware, and has its principal place of business in Broomfield, Colorado. 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. Initial Public Offering On April 21, 2022, the registration statement for our initial public offering (“IPO”) was declared effective. In connection with the effectiveness of the IPO registration statement: · we effected a 1-for-7.47 reverse stock split · accordingly, all common share amounts and per share data presented in our condensed financial statements have been retrospectively adjusted to reflect the reverse stock split for all periods presented; · we filed a restated Certificate of Incorporation with the State of Delaware and we adopted new restated Bylaws; · certain outstanding common stock warrants were exercised on a net share basis for 60,408 common shares ( 3,776 · 24,495,004 outstanding shares of our preferred stock were converted into 3,279,117 common shares ( 204,945 common shares after giving effect to the 2024 Stock Split); · all accrued dividends on our outstanding Series B, B-1, B-2 and B-3 preferred stock were converted to 984,429 common shares ( 61,527 · all accrued interest on the Company's outstanding secured promissory notes was converted into (i) 426,768 c ommon shares ( 26,673 shares of common stock ( 26,673 On April 26, 2022, the Company completed its IPO of 2,165,000 4.35 Each unit consisted of (i) one share of common stock (equivalent to 0.0625 of a common share following the 2024 Split) and (ii) one warrant to purchase one share of common stock (adjusted to 0.0625 of a common share following the 2024 Split) with a per share exercise price of $4.35 (adjusted to $69.60 following the 2024 Split). 20,297 8.6 million In connection with the IPO, we issued to the representative of the underwriters a common stock warrant to purchase 173,200 shares of common stock ( 10,825 On April 21, 2022, options to purchase 1,204,819 shares of common stock ( 75,301 On April 21, 2022, in connection with the IPO, the Company’s 2022 Aclarion Equity Incentive Plan, or “2022 Plan”, became effective. Our board of directors has appointed the compensation committee of our board of directors as the committee under the 2022 Plan with the authority to administer the 2022 Plan. At the 2022 Plan effective date, the aggregate number of our shares of common stock that could be issued or used for reference purposes under the 2022 Plan could not exceed 2,000,000 shares ( 125,000 On April 29, 2022, in connection with the IPO, a bonus was paid to David Neal and Brent Ness of $ 100,000 130,000 On May 2, 2022, in connection with the IPO, the Company paid the University of California - San Francisco the amount of $ 123,828 2022 Reverse Stock Split On April 21, 2022, the Company effected a 1-for-7.47 reverse stock split (the “2022 Stock Split”) of its issued and outstanding common stock. 2024 Reverse Stock Split In March 2023 the Company’s stockholders approved a reverse stock split proposal at a ratio in the range of one-for-five to one-for-fifty, with the final ratio to be determined by the Company's board in its discretion without further approval from the Company's stockholders. In January 2024, the Company's board subsequently approved the final reverse stock split ratio of one-for-sixteen (the “2024 Stock Split”) As a result of the 2022 Stock Split and the 2024 Stock Split, unless described otherwise, all references to common stock, share data, per share data and related information contained in these financial statements have been retrospectively adjusted to reflect the effect of the stock splits for all periods presented. In addition, any fractional shares that would otherwise be issued as a result of the stock splits were rounded up to the nearest whole share. Further, the number of shares issuable and exercise prices of stock options and warrants have been retrospectively adjusted in these financial statements for all periods presented to reflect the 2022 Stock Split and the 2024 Stock Split. The following tables present selected share information reflecting on a retroactive basis the reverse stock splits as of and for the years ended December 31, 2023 and 2022: Equity statement information December 31 2023 2022 Common shares issued and outstanding - pre-2024 split, 13,206,229 7,861,515 $ 132 $ 79 Common shares issued and outstanding - post-2024 split, 825,459 491,345 $ 8 $ 5 Additional paid-in capital - pre-2024 split $ 43,553,399 $ 41,596,032 Additional paid-in capital - post-2024 split $ 43,553,523 $ 41,596,106 Schedule of share information reflecting on a retroactive basis the reverse stock splits Year ended December 31 2023 2022 Weighted average shares outstanding, basic and diluted - pre-2024 split 8,908,934 6,105,569 Weighted average shares outstanding, basic and diluted - post-2024 split 556,808 381,598 Basic and diluted net loss per shares attributable to common stockholders - pre-2024 split $ (0.55 ) $ (1.23 ) Basic and diluted net loss per shares attributable to common stockholders - post-2024 split $ (8.82 ) $ (19.61 ) Basis of Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Dec. 31, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The financial statements include some amounts that are based on management's best estimates and judgments. The most significant estimates relate to depreciation, amortization, valuation of capital stock, and valuation of warrants and options to purchase shares of the Company's preferred and common stock. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant. Valuation of Derivative Instruments Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging: Contracts on an Entity’s Own Equity Fair Value 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 4). 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 761,800 1,229,000 10,000 Accounts Receivable, Less Allowance for Doubtful Accounts The Company estimates an allowance for doubtful accounts based upon an evaluation of the current status of receivables, historical experience, and other factors as necessary. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. The allowance for doubtful accounts was $ 0 Revenue Recognition Revenues are recognized when a contract with a customer exists, and at that point in time when we have delivered a Nociscan report to our customer. Revenue is recognized in the amount that reflects the negotiated consideration expected to be received in exchange for those reports. Following the delivery of the report, the company has no ongoing obligations or services to provide to the customer. Customers pay no other upfront, licensing, or other fees. To date, our reports are not reimbursable under any third-party payment arrangements, The Company invoices its customers based on the billing schedules in its sales arrangements. Payment terms range generally from 30 to 90 days, from the date of invoice. Geographic Locations & Segments Approximately 13 9 Segment Disclosure The Company has a single operating and reporting segment, which is the delivery of Nociscan reports to our customers. The Company’s Chief Executive Officer reviews financial information for purposes of making operating decisions and assessing financial performance. Property and Equipment Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the related assets. Furniture and fixtures are depreciated over seven years. Computer and office equipment and computer software are depreciated over five years. Repairs and maintenance costs, which are not considered improvements and do not extend the useful life of the property and equipment, are expensed as incurred. Impairment of Long-Lived Assets The Company reviews long-lived assets, including intangible assets, property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable using pre-tax undiscounted cash flows. Impairment, if any, is measured as the amount by which the carrying value of a long-lived asset exceeds its fair value. Sales and Marketing Expenses The Company expenses the costs of sales and marketing its products and services as incurred. The primary drivers of cost have been employee payroll, website and branding development, press releases, attendance at various industry conferences, Key Opinion Leader consulting fees in the form of restricted stock grants, and travel expenses. Research and Development Costs Costs related to research, design and development of products are charged to research and development expense as incurred. These costs include direct compensation, benefits, and other headcount related costs for research and development personnel; costs for materials used in research and development activities; costs for outside services and allocated portions of facilities and other corporate costs. The Company has entered into research and clinical study arrangements with selected hospitals, cancer treatment centers, academic institutions and research institutions worldwide. These agreements support the Company’s internal research and development capabilities. General & Administrative General and administrative expenses primarily consist of personnel and related costs, including stock-based compensation, legal fees relating to both intellectual property and corporate matters, accounting and audit related costs, insurance, corporate communications and public company expenses, information technology, depreciation, amortization and maintenance, and fees for consulting, business development and other professional services. Liquidity, Capital Resources and Going Concern As of December 31, 2023, we had cash of approximately $ 1 1.5 As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern. Share-Based Compensation The Company accounts for stock-based awards in accordance with provisions of ASC Topic 718, Compensation—Stock Compensation The exercise or strike price of each option is not less than 100% of the fair market value of the Common Stock subject to the option on the date the option is granted. The Company issues restricted stock unit awards to non-employee consultants who are providing various services. The awards are valued at the market price on the date of the grant. The awards vest over the contract life and based on achievement of targeted performance milestones. On occasion, the Company grants common stock to compensate vendors for services rendered. Deferred Financing Costs The Company capitalizes certain legal, accounting, and other fees and costs that are directly attributable to in-process equity financings as deferred offering costs until such financings are completed. Upon the completion of an equity financing, these costs are recorded as a reduction of additional paid-in capital of the related offering. Upon the completion of the IPO in April 2022, approximately $ 1.5 204,647 Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay the adoption of new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2023, the Company had deferred tax assets related to certain net operating losses. A valuation allowance was established against these deferred tax assets at their full amount, resulting in a zero balance of deferred tax assets on the consolidated balance sheets as of December 31, 2023 and 2022.

2022 RESTATEMENT OF PREVIOUSLY

2022 RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	12 Months Ended
2022 RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	Dec. 31, 2023
Accounting Changes and Error Corrections [Abstract]
2022 RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 3. 2022 RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The full details of the restatement to the financial statements for the year ended December 31, 2022, are reported in Note 4 to the financial statements as of December 31, 2022 that were included by the Company in its amended annual report on Form 10-K/A filed with the Securities and Exchange Commission on June 12, 2023.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
FAIR VALUE MEASUREMENTS	Dec. 31, 2023
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 4. 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 December 31, 2023 Fair value on December 31, 2023 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Warrant liability $ 289,165 $ – $ – $ 289,165 Derivative Liability 121,326 – – 121,326 Total Fair value $ 410,491 $ – $ – $ 410,491 There were no transfers between Level 1, 2, and 3 during the year ended December 31, 2023. The following table presents changes in Level 3 liabilities measures at fair value for the year ended December 31, 2023. 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 736,249 320,561 1,056,810 Change in fair value (447,084 ) (199,235 ) (646,319 ) Balance – December 31, 2023 $ 289,165 $ 121,326 $ 410,491 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 Dec 31, 2023 Warrant Liability Warrant Liability Strike Price $ 0.63 $ 0.27 Contractual term (years) 5.0 5.0 Volatility (annual) 80.0 80.0 Risk-free rate 3.52 3.89 Floor Financing price $ 0.50 $ 0.14

RECENT ACCOUNTING PRONOUNCEMENT

RECENT ACCOUNTING PRONOUNCEMENTS	12 Months Ended
RECENT ACCOUNTING PRONOUNCEMENTS	Dec. 31, 2023
Accounting Changes and Error Corrections [Abstract]
RECENT ACCOUNTING PRONOUNCEMENTS	NOTE 5. 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	12 Months Ended
REVENUE	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
REVENUE	NOTE 6. REVENUE Contract Balances The timing of revenue recognition, billings, and cash collections may result in trade, unbilled receivables, and deferred revenues on the balance sheets. At times, revenue recognition may occur before the billing, resulting in an unbilled receivable, which would represent a contract asset. The contract asset would be a component of accounts receivable and other assets for the current and non-current portions, respectively. In the event the Company receives advances or deposits from customers before revenue is recognized, this would result in a contract liability. In years ending December 31, 2023, and 2022, the Company invoiced as services were performed and did not invoice in advance; the company has no contract balances.

SUPPLEMENTAL FINANCIAL INFORMAT

SUPPLEMENTAL FINANCIAL INFORMATION	12 Months Ended
SUPPLEMENTAL FINANCIAL INFORMATION	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
SUPPLEMENTAL FINANCIAL INFORMATION	NOTE 7. SUPPLEMENTAL FINANCIAL INFORMATION Balance Sheets Accounts receivable, net Accounts receivable, net consisted of the following: Schedule of accounts receivable December 31, 2023 2022 Accounts receivable (1) $ 13,270 $ 18,569 Less: Allowance for doubtful accounts – – Accounts receivable, net $ 13,270 $ 18,569 ( 1) Accounts receivable denominated in foreign currencies represent less than 15% of accounts receivable in all periods. Prepaids and other current assets Schedule of prepaids and other current assets December 31, 2023 2022 Short term deposits $ 50,000 $ 50,100 Deferred offering costs 100,588 – Prepaid insurance D & O 34,769 83,478 Prepaid insurance other 17,884 16,475 Prepaid, other 41,635 49,564 Other receivables 154 84 $ 245,030 $ 199,701 Accounts payable Schedule of accounts payable December 31, 2023 2022 Accounts payable $ 758,821 $ 457,558 Credit cards payable 1,714 4,644 $ 760,535 $ 462,202 Accrued and other liabilities Schedule of accrued and other liabilities December 31, 2023 2022 Accrued payroll $ 162,887 $ – Accrued bonus 262,580 134,704 Accrued board compensation 62,500 31,250 Accrued committee compensation 30,000 15,000 Accrued audit and legal expenses 89,082 33,919 Investment banking and related fees 139,906 – Accrued interest 98,685 – Other accrued expenses 12,082 11,596 $ 857,722 $ 226,469 Statements of Operations Other expense, net consisted of the following: Schedule of other expense Year Ended December 31, Income/(Expense) 2023 2022 Bank Interest $ 172 $ 2,511 Taxes (1,144 ) (800 ) Foreign Currency Gain (Loss) 145 (1,190 ) Other 265 – $ (562 ) $ 521

LEASES

LEASES	12 Months Ended
LEASES	Dec. 31, 2023
Leases
LEASES	NOTE 8. LEASES Rent expense for the year ended December 31, 2023, and 2022 was $ 0 36,070 0 26,340

PROPERTY, PLANT, AND EQUIPMENT

PROPERTY, PLANT, AND EQUIPMENT	12 Months Ended
PROPERTY, PLANT, AND EQUIPMENT	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
PROPERTY, PLANT, AND EQUIPMENT	NOTE 9. PROPERTY, PLANT, AND EQUIPMENT Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the related assets. Furniture and fixtures are depreciated over seven years. Computer and office equipment and computer software are depreciated over five years. Repairs and maintenance costs, which are not considered improvements and do not extend the useful life of the property and equipment, are expensed as incurred. The Company’s property and equipment are as follows: Schedule of property and equipment December 31, 2023 2022 Furniture and fixtures $ – $ – Computer and office equipment 13,032 13,032 Software 42,150 42,150 Other Equipment – 18,190 55,182 73,372 Less: Accumulated depreciation (53,400 ) (70,026 ) Property and equipment, net $ 1,782 $ 3,346 Depreciation expense related to property and equipment were $ 1,564 4,500 During 2022 the company received proceeds of $ 1,000 Future depreciation and amortization of property, equipment, and software is as follows: Schedule of future depreciation of property and equipment 2024 $ 1,186 2025 596 Total $ 1,782

INTANGIBLE ASSETS

INTANGIBLE ASSETS	12 Months Ended
INTANGIBLE ASSETS	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 10. INTANGIBLE ASSETS The Company’s intangible assets are as follows: Schedule of intangible assets December 31, 2023 December 31, 2022 Patents and licenses $ 2,267,251 $ 2,147,728 Other 5,017 5,017 Total intangible assets gross 2,272,268 2,152,745 Less: accumulated amortization (1,103,645 ) (942,538 ) Intangible assets, net $ 1,168,623 $ 1,210,207 Amortization expense related to purchased intangible assets was $ 161,107 139,121 UC royalties are paid annually, amortized over twelve months, and charged to cost of revenue. Patents and trademarks are reviewed at least annually for impairment. No impairment was recorded through December 31, 2023, and 2022, respectively. Future amortization of intangible assets is as follows: Schedule of future amortization of intangible assets 2024 $ 169,002 2025 168,951 2026 168,951 2027 168,951 2028 and beyond 492,768 Total $ 1,168,623

SHORT TERM NOTES, CONVERTIBLE D

SHORT TERM NOTES, CONVERTIBLE DEBT, AND DERIVATIVE LIABILITIES	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
SHORT TERM NOTES, CONVERTIBLE DEBT, AND DERIVATIVE LIABILITIES	NOTE 11. SHORT TERM NOTES, CONVERTIBLE DEBT, AND DERIVATIVE LIABILITIES Convertible Notes As of December 31, 2022, there were no Senior Notes Payable In May 2023, the Company issued $ 1,437,500 1,250,000 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 In November 2023, the Company issued $ 294,118 April 19, 2024 250,000 15.0 8.0 The Company incurred issuance costs, recorded as deferred financing costs, of $ 296,313 The Company evaluated the embedded redemption and contingent interest features in the notes 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, the embedded redemption features and contingent interest feature were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value at each reporting date. The Company fair valued such derivative liabilities and recorded a debt discount at issuance of the notes of $ 320,561 The Company issued warrants to purchase 1,232,156 and 744,890 shares of common stock (77,010 and 46,556 shares, respectively, after giving effect to the 2024 Stock Split) to the holders of the Senior Notes Payable and Series C Notes Payable (collectively the “Senior Notes Warrants”) with an exercise price of $0.6262 and $0.2856 per share ($10.02 and $4.58 post-2024 split), respectively. The Company accounted for the warrants in accordance with the guidance contained in ASC 815 “Derivatives and Hedging” whereby under that provision these warrants did not meet the criteria for equity treatment and were recorded as a liability. As such, these warrants are recorded at fair value as of each reporting date with the change in fair value reported within other income in the accompanying consolidated statements of operations as “Change in fair value of warrant liability” until the warrants are exercised, expired or other facts and circumstances lead the warrant liability to be reclassified to stockholders’ equity. The fair value of the Senior Notes Warrants at issuance was $736,249 and was recorded as a debt discount. The Company incurred issuance costs of $72,862 relating to the Senior Notes Warrants which was recorded as a day 1 expense due to the liability classification of such warrants. In connection with the issuance of the Senior Notes Payable and Series C Notes Payable, the Company paid a commitment fee in the form of 339,360 and 148,978 shares (21,210 and 9,311 shares after giving effect to the 2024 Stock Split) of unregistered common stock to the holders, respectively. The aggregate commitment fees had a fair value at issuance of $208,916 and are recorded as a deferred financing cost. 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 year ended December 31, 2023, the Company recognized $ 497,763 The following table reconciles the aggregate amount for the Senior Notes Payable, Series B Notes Payable, and Series C 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 December 31, 2023 December 31, 2022 Note Payable $ 2,594,118 $ – Less: Unamortized Discounts and Deferred Financing Costs Warrants (557,582 ) – Derivative (235,628 ) – Deferred financing costs (675,184 ) – (1,468,394 ) – $ 1,125,724 $ – Secured Promissory Notes Payable In June 2021, the Company issued $2.0 million of promissory notes that matured at the earlier of the consummation of a Qualified Financing or May 31, 2022. The promissory notes incorporated the following major attributes: secured by a lien and security interest on substantially all of the Company’s assets; interest accrues at 33%; holder option to convert the accrued interest into the Company securities being offered in a Qualified Financing at 30% (i.e. 70% discount) of the price being paid by other investors in the Qualified Financing; and automatic conversion in the case of a Qualifying IPO of the accrued interest into the Company securities being offered in the Qualifying IPO at 30% (70% discount) of the price being paid by other investors in the Qualifying IPO. If the promissory notes remained outstanding after May 31, 2022, the Company had the option to extend the promissory notes upon the payment of an extension fee, which consisted of warrants to purchase 150,000 shares (1,255 shares after giving effect to the 2022 and 2024 Stock Splits) with a five-year term, to purchase shares of the Company’s common stock at a price of $ 0.01 per share ($1.20 post-2022 and 2024 splits). 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 were converted into (i) 426,768 (26,673 after giving effect to the 2024 Stock Split) common shares and (ii) warrants to purchase 426,768 shares of common stock (26,673 common shares after giving effect to the 2024 Stock Split) with a $1,299,507 beneficial conversion rate charged to interest expense. On April 27, 2022, the Company used $2 million of the IPO proceeds to retire all outstanding secured promissory notes.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 12. COMMITMENTS AND CONTINGENCIES Royalty Agreement The Company has an exclusive license agreement with the Regents of the University of California to make, use, sell and otherwise distribute products under certain of the Regents of the University of California’s patents anywhere in the world. The Company is obligated to pay a minimum annual royalty of $ 50,000 50,000 Additionally, the Company was obligated to make a cash Indexed Milestone Payment to the Regents of the University of California in the event of either a change of control or an IPO. This cash payment was calculated as follows: 28,532 (1,783 shares after giving effect to the 2024 Stock Split) of Company common stock times the IPO price of $4.34 ($69.44 post-2024 Stock Split). On May 2, 2022, in connection with the IPO, the Company paid the University of California - San Francisco the amount of $123,828 to satisfy the Indexed Milestone Payment obligation included within the exclusive license agreement. Litigation To date, the Company has not been involved in legal proceedings arising in the ordinary course of its business. If any legal proceeding occurs, the Company would record a provision for a loss when it believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated, although litigation is inherently unpredictable and is subject to significant uncertainties, some of which are beyond the Company’s control. Should any of these estimates and assumptions change or prove to have been incorrect, the Company could incur significant charges related to legal matters that could have a material impact on its results of operations, financial position and cash flows. Stock Option Grant to our Executive Chairman In September 2021, the Board of Directors approved a stock option grant of 1,204,819 shares (75,301 after giving effect to the 2024 Stock Split) to Dr. Jeffrey Thramann, our Executive Chairman. These options were conditional, such that they vested only upon the occurrence of certain specified events, including an IPO, a next round financing, the merger of the Company with a SPAC, or the sale of the Company. The amount of stock options that would vest upon such specified events depended upon the terms and timing of the applicable event. On April 21, 2022, options to purchase 1,204,819 shares of common stock (75,301 shares post-2024 Stock Split) previously awarded to Dr. Jeffrey Thramann vested in connection with the completion of the IPO pursuant to the terms of such options. The exercise price of these options is $1.94 ($31.04 post-2024 Stock Split) per share. The options have a 10-year term. On September 15, 2022, the Board of Directors approved a stock option grant to purchase an additional 185,285 (11,580 post-2024 Stock Split) shares of common stock to Dr. Thramann. The exercise price of the options is $1.94 ($31.04 post-2024 Stock Split) per share, they are fully vested, and they have a 10-year term.

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	12 Months Ended
STOCKHOLDERS’ EQUITY	Dec. 31, 2023
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 13. STOCKHOLDERS’ EQUITY The Company filed an Amended and Restated Certificate of Incorporation on April 21, 2022, as part of the IPO. The Company is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Company is authorized to issue is two hundred twenty million (220,000,000) shares. Two hundred million ( 200,000,000 0.00001 20,000,000 0.00001 Prior to the IPO, the Company had authorized two classes of shares. These classes included shares of common stock and preferred stock. There was one authorized series of shares of common stock and eight existing authorized series of preferred stock: Series A-1, A-2, A-3, A-4, B, B-1, B-2, and B-3. The preferred shares converted to common shares on a 1:1 pre-split basis immediately prior to the Stock Split on April 21, 2022. Those common shares were adjusted to reflect the 2022 Stock Split and 2024 Stock Split as described in Note 1 Reverse Stock Split. Preference Amounts Issue Date Total Face Value of Investment Issue Purchase Price/Share Series A-1 Preferred Stock 12/31/2014 $ 1,247,541 $ 0.70 Prior to its conversion to common shares, the Series A-1 had a 1x liquidation preference junior to B/B1 plus participation on an as-converted to common basis, which participation was capped at 3x, conversion into common stock at a ratio of 1:1, limited anti-dilution protection, and voting rights on an as-converted to common basis. Series A-2 Preferred Stock 12/31/2014 $ 1,114,797 $ 0.77 Prior to its conversion to common shares, the Series A-2 had a 1x liquidation preference junior to B/B1 plus participation on an as-converted to common basis, which participation was capped at 3x, conversion into common stock at a ratio of 1:1, limited anti-dilution protection, and voting rights on an as-converted to common basis. Series A-3 Preferred Stock 12/31/2014 $ 795,002 $ 0.85 Prior to its conversion to common shares, the Series A-3 had a 1x liquidation preference junior to B/B1 plus participation on an as-converted to common basis, which participation was capped at 3x, conversion into common stock at a ratio of 1:1, limited anti-dilution protection, and voting rights on an as-converted to common basis. Preference Amounts Issue Date Total Face Value of Investments Issue Purchase Price/Share Series A-4 Preferred Stock 12/31/2014 $ 1,965,288 $ 0.94 Prior to its conversion to common shares, the Series A-4 had a 1x liquidation preference junior to B/B1 plus participation on an as-converted to common basis, which participation was capped at 3x, conversion into common stock at a ratio of 1:1, limited anti-dilution protection, and voting rights on an as-converted to common basis. Series B Preferred Stock 12/5/2015 $ 5,013,579 $ 1.00 Prior to its conversion to common shares, the Series B had a 1x senior liquidation preference junior to B/B1 plus participation on an as-converted to common basis, which participation was capped at 3x, conversion into common stock at a ratio of 1:1, limited anti-dilution protection, and voting rights on an as-converted to common basis. The dividend rate is 6.0% Dividends are cumulative. Accrued and unpaid dividends are payable in shares of common stock in certain events (including an IPO) at the then current fair market value of the common stock. Series B-1 Preferred Stock 7/27/2017 $ 1,500,000 $ 1.26 8/2/2018 $ 5,217,698 $ 1.26 3/1/2019 $ 2,463,328 $ 1.26 Prior to its conversion to common shares, the Series B-1 had a 1x senior liquidation preference junior to B2/B3 plus participation on an as-converted to common basis, which participation was capped at 3x, conversion into common stock at a ratio of 1:1, limited anti-dilution protection, and voting rights on an as-converted to common basis. The dividend rate is 6.0%. Dividends are cumulative. Accrued and unpaid dividends are payable in shares of common stock in certain events (including an IPO) at the then current fair market value of the common stock. Series B-2 Preferred Stock 12/3/2021 $ 1,774,819 $ 1.12 Prior to its conversion to common shares, the Series B-2 has a 1x senior liquidation preference plus participation on an as-converted to common basis, which participation was capped at 3x, conversion into common stock at a ratio of 1:1, limited anti-dilution protection, and voting rights on an as-converted to common basis. The dividend rate is 6.0%. Dividends are cumulative. Accrued and unpaid dividends are payable in shares of common stock in certain events (including an IPO) at the then current fair market value of the common stock. Redemption is available by a majority vote of holders commencing after fifth anniversary from issuance, payable in three annual installments. Series B-3 Preferred Stock 12/3/2021 $ 5,327,468 $ 1.26 Prior to its conversion to common shares, the Series B-3 has a 2x senior liquidation preference, conversion into common stock at a ratio of 1:1, limited anti-dilution protection, and voting rights on an as-converted to common basis. The dividend rate is 6.0%. Dividends are cumulative. Accrued and unpaid dividends are payable in shares of common stock in certain events (including an IPO) at the then current fair market value of the common stock. Redemption is available by a majority vote of holders commencing after fifth anniversary from issuance, payable in three annual installments. Warrants As of December 31, 2023, IPO Warrants to purchase 155,610 165,555 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) 26,673 (post-2024 Stock Split) common shares and (ii) warrants to purchase 26,673 shares of common stock (post-2024 Stock Split), with beneficial conversion rates charged to interest expense upon conversion. These warrants have an exercise price of $69.60 (post-2024 Stock Split) per share and expiring 2027. In the IPO, the Company sold 2,165,000 units at a public offering price of $4.35 per unit. Each unit consisted of (i) one share of common stock (equivalent to 0.0625 of a common share following the 2024 Split) and (ii) one warrant to purchase one share of common stock (adjusted to 0.0625 of a common share following the 2024 Split) warrant with a per share exercise price of $4.35 (adjusted to $69.60 following the 2024 Split). On April 22, 2022, the underwriters partially exercised their over-allotment option and purchased additional common stock warrants to purchase 324,750 common shares (adjusted to 20,297 common shares following the 2024 Split). The common stock and the IPO Warrants were immediately separable and issued separately in the offering. The IPO Warrants are listed and tradeable on the NASDAQ stock market, immediately exercisable at the option of the holder, and expire five years from the date of issuance. In connection with the IPO, we issued to the representative of the underwriters’ common stock warrants to purchase 10,825 shares of common stock (post-2024 Stock Split) with an exercise price of $87.04 (post-2024 Stock Split) per share. The representative's warrants are exercisable commencing October 26, 2022, and will expire on 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 Other Outstanding Warrants As of December 31, 2023, we had other outstanding warrants to purchase 128,057 123,566 2.315 4,491 0.0002 The per share exercise price of the warrants described in clause (i) above is subject to a “ratchet” adjustment if the Company issues securities at an effective per share price lower than the then effective warrant exercise price. White Lion Equity Line Agreement On October 9, 2023, the Company entered into an equity line common stock purchase agreement (the “Equity Line Purchase Agreement”) and a related registration rights agreement with White Lion Capital, LLC (“White Lion”). Pursuant to the Equity Line 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 It is anticipated that the Company may sell shares of common stock to White Lion from time-to-time over a sales period that expires December 31, 2024. The number of shares ultimately offered for sale to White Lion under the Equity Line Purchase Agreement is dependent upon the number of shares we elect to sell to White Lion under the Equity Line Purchase Agreement. The actual number of shares of common stock that are sold to White Lion may depend based on a number of factors, including the market price of our common stock during the time that the Equity Line Purchase Agreement in is effect. The actual gross proceeds the Company may derive from the Equity Line Purchase Agreement may be less than $ 10 The Company currently has an effective registration statement to register for resale by White Lion 2,500,000 The sale of a substantial number of shares to White Lion, or anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise desire. The number of shares of our common stock ultimately offered for resale by White Lion is dependent upon the number of shares of common stock issued to White Lion pursuant to the Equity Line Purchase Agreement. Depending on a variety of factors, including market liquidity of our common stock, the issuance of shares to White Lion may cause the trading price of our common stock to decline. In consideration for the commitments of White Lion, as described above, the Company issued to White Lion 187,500 pre-split shares (11,719 post-2024 Stock Split) 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. As of December 31, 2023, the Company sold to White Lion 4,575,000 newly issued pre-split common shares (285,938 post-2024 Stock Split) for proceeds of $1,462,949.

NET LOSS PER SHARE OF COMMON ST

NET LOSS PER SHARE OF COMMON STOCK	12 Months Ended
NET LOSS PER SHARE OF COMMON STOCK	Dec. 31, 2023
Earnings Per Share [Abstract]
NET LOSS PER SHARE OF COMMON STOCK	NOTE 14. NET LOSS PER SHARE OF COMMON STOCK In January 2024, the Company’s board approved the final reverse stock split ratio of one-for-sixteen, which resulted in a reduction in the number of outstanding shares of common stock and a proportionate increase in the value of each share. The common stock began trading on a reverse split-adjusted basis on the NASDAQ on January 4, 2024. The retrospective effect of the reverse stock split has been incorporated on a retrospective basis in the tabular disclosures of loss per share and weighted average outstanding shares for the fiscal years 2023 and 2022 herein. 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, vested restricted stock units, and pre-funded warrants during the year. Potentially dilutive outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for loss periods presented because including them would have been antidilutive. A post-split 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 December 31, 2022 2023 (restated) Numerator: Net loss allocable to common shareholders used to compute basic and diluted loss per common share $ (4,911,374 ) $ (7,484,116 ) Denominator: Weighted average shares used to compute basic and dilutive loss per share (post-split) 556,808 381,598 The following outstanding potentially dilutive securities were excluded from the calculation of dilutive loss per share attributable to common stockholders because their impact would have been antidilutive for the period presented: Schedule of anti-dilutive securities excluded from computation of earnings per share December 31, 2023 December 31, 2022 Shares issuable on Series A and B convertible preferred stock – 51,236 Shares issuable on warrants 255,270 145,624 Shares issuable on restricted stock units 49,185 3,127 Shares issuable on options 171,033 155,114 475,488 355,101

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	12 Months Ended
STOCK-BASED COMPENSATION	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	NOTE 15. STOCK-BASED COMPENSATION 2022 Aclarion Equity Incentive Plan On April 21, 2022, in connection with the IPO, the Company’s 2022 Aclarion Equity Incentive Plan, or “2022 Plan”, went into effect. Our board of directors has appointed the compensation committee of our board of directors as the committee under the 2022 Plan with the authority to administer the 2022 Plan. The aggregate number of our shares of common stock that may be issued or used for reference purposes under the 2022 Plan is 2,000,000 As of the year ended December 31, 2023, the aggregate number of our shares of common stock that may be issued or used for reference purposes under the 2022 Plan was 2,470,814 Options granted under the 2022 Plan may be incentive stock options or non-statutory stock options, as determined by the administrator at the time of grant of an option. Restricted stock may also be granted under the 2022 Plan. The options vest in accordance with the grant terms and are exercisable for a period of up to 10 years from grant date. The Company did not grant any stock options for the twelve months ended December 31, 2023. The fair value of the options granted for the twelve months ended December 31, 2022 were estimated at the date of grant using the Black-Scholes-Merton option pricing model with the following assumptions: Schedule of assumptions used for valuation Risk-free interest rate (4/2022 – 8/2022) 1.99 Risk-free interest rate (9/2022 – 12/2022) 3.67 Dividend yield – Expected term 6-8 years Expected volatility 66.35 Nocimed, Inc. 2015 Stock Plan The Company maintains the Nocimed, Inc. 2015 Stock Plan, or the “Existing Plan”, under which the Company could grant 152,558 shares (after giving effect to the 2024 Stock Split) or options of the Company to our employees, consultants, and other service providers. The Company suspended the Existing Plan in connection with the April 2022, initial public offering. The Company did not grant any stock options under the Existing Plan for the twelve months ended December 31, 2022. No further awards will be granted under the Existing Plan, but awards granted prior to the suspension date will continue in accordance with their terms and the terms of the Existing Plan. 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 post-split summary of option activity under the Company’s equity incentive plans is as follows: Schedule of option activity Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (In Years) Balance at December 31, 2021 140,980 $ 29.47 9.2 Options granted 33,334 $ 36.80 9.6 Options exercised – Options forfeited/expired (3,138 ) $ 20.32 5.6 Balance at December 31, 2022 171,176 31.07 8.4 Options granted – Options exercised – Options forfeited/expired (1,720 ) $ 23.64 6.0 Balance at December 31, 2023 169,456 $ 31.15 7.5 Exercisable at December 31, 2023 147,977 $ 30.57 7.4 The aggregate intrinsic value in the table above of the unexercised options reflects the total pre-tax intrinsic value (the difference between the Nasdaq closing price on December 30, 2023, and the exercise price of the options that would have been received by option holders if all options exercisable had been exercised. The aggregate intrinsic value of options outstanding at December 31, 2023 is $ 0 0 As of December 31, 2023, there was approximately $ 327,853 21 The Company adjusts expense for actual forfeitures in the periods they occur. Restricted Stock Units During the twelve month period ending December 31, 2023, the Company granted RSUs under the 2022 Plan that have a combination of time-based and performance-based vesting, contingent upon continued service with the Company. The Company granted certain consultants an aggregate of RSUs for 26,506 common shares (after giving effect to the 2024 Stock Split). Post-split RSU activity under the 2022 Plan was as follows for the year ended December 31, 2023: Schedule of RSU activity RSU’s Outstanding Weighted-Average Grant-Date Fair value per Unit Nonvested as of December 31, 2021 – $ – Granted 30,120 13.12 Vested (3,864 ) 13.92 Forfeited – – Nonvested as of December 31, 2022 26,256 13.12 Granted 26,506 8.52 Vested (22,936 ) 10.40 Forfeited (14,077 ) 10.11 Nonvested as of December 31, 2023 15,749 $ 10.72 The grant date fair value for a RSU is the market price of the common stock on the date of grant. The total fair value of RSUs vested during 2023 was $ 226,918 As of December 31, 2023, there was approximately $ 43,468 Common Stock Subject to Vesting The Company entered into a contract for consulting services shortly after the completion of the IPO in April 2022. The contract included a fee payable in the form of 40,000 (2,500 after giving effect to the 2024 Stock Split) restricted common shares that vested over six months. The shares were issued in November 2022 after the shares vested. Stock-based vendor payments of $102,000 were recognized on the date of grant and recorded as general and administrative expense. 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 December 31, 2022 2023 (restated) Sales and marketing $ 228,437 $ 57,298 Research and development 9,725 (259 ) General and administrative 217,839 1,129,619 Total stock-based compensation $ 456,001 $ 1,186,658

INCOME TAXES

INCOME TAXES	12 Months Ended
INCOME TAXES	Dec. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 16. INCOME TAXES The Company accounts for income taxes under ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes. A reconciliation of the federal income tax rates to the Company’s effective tax rates for the year ended December 31, 2023 consist of the following: Schedule of reconciliation of the federal income tax rates 2023 U.S. federal statutory rate 21.0 % Effects of: State taxes, net of federal benefit 7.0 % Stock based compensation (0.6 )% Permanent differences (0.3 )% Other (0.3 )% Change in valuation allowance (26.8 )% Effective rate – % Significant components of the Company’s deferred tax assets as of December 31, 2023 are summarized below. Schedule of deferred tax assets 2023 Deferred tax asset: Net operating losses $ 9,235,000 Stock based compensation 479,000 Total deferred tax asset 9,714,000 Less valuation allowance (9,714,000 ) Net deferred income tax liability $ – The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company assessed the need for a valuation allowance of $ 9,714,000 1,315,000 The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. The Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense. The Company files income tax returns in the U.S., Colorado, and California jurisdictions and is subject to examination by the various taxing authorities.
U.S. federal statutory rate	21%
Effects of:
State taxes, net of federal benefit	7%
Stock based compensation	(0.60%)
Permanent differences	(0.30%)
Other	(0.30%)
Change in valuation allowance	(26.80%)
Effective rate	0%

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 17. SUBSEQUENT EVENTS Reverse Stock Split In March 2023 the Company’s stockholders approved a reverse stock split proposal at a ratio in the range of one-for-five to one-for-fifty, with the final ratio to be determined by the Company's board in its discretion without further approval from the Company's stockholders. In January 2024, the Company's board approved the final reverse stock split ratio of one-for-sixteen, which resulted in a reduction in the number of outstanding shares of common stock and a proportionate increase in the value of each share. The common stock began trading on a reverse split-adjusted basis on the NASDAQ on January 4, 2024. The following table presents selected share information reflecting on a retroactive basis the reverse stock splits for the years ended December 31, 2023 and 2022: Year ended December 31, 2023 2022 Weighted average shares outstanding, basic and diluted - pre-2024 split 8,908,934 6,105,569 Weighted average shares outstanding, basic and diluted - post-2024 split 556,808 381,598 Basic and diluted net loss per shares attributable to common stockholders - pre-2024 split $ (0.55 ) $ (1.23 ) Basic and diluted net loss per shares attributable to common stockholders - post-2024 split $ (8.82 ) $ (19.61 ) White Lion Equity Line Agreement On October 9, 2023, the Company entered into an equity line common stock purchase agreement (the “Equity Line Purchase Agreement”) and a related registration rights agreement with White Lion Capital, LLC (“White Lion”). Pursuant to the Equity Line 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 Equity Line Purchase Agreement. Pursuant to the Equity Line Purchase Agreement (see Note 13: Stockholders Equity), the Company issued to White Lion 452,343 newly issued post-split common shares for proceeds of $1,449,532, between January 4, 2024 and January 8, 2024. Through February 1, 2024, the Company has issued 750,000 shares (after giving effect to the 2024 Stock Split) to White Lion for total proceeds of $2,912,481. Exchange Agreements In May, September and November 2023 the Company issued $2,550,000 aggregate principal amount of unsecured non-convertible notes to certain accredited investors. Between January 22 and January 29, 2024, the Company entered into a series of exchange agreements (the “Exchange Agreements”) with the accredited investors to exchange principal and accrued interest on these notes for shares of common stock. Pursuant to the Exchange Agreements, the Company issued an aggregate of 644,142 post-split shares of common stock in exchange for $1,519,779 principal and accrued interest on the notes. Following these exchanges, the remaining outstanding balance of principal and interest on the notes is $1,145,037. The Company and the accredited investors may elect in the future to effect additional exchanges of the notes for common stock. Any such future exchanges would be negotiated and agreed to among the parties.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2023
Accounting Policies [Abstract]
Valuation of Derivative Instruments	Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The financial statements include some amounts that are based on management's best estimates and judgments. The most significant estimates relate to depreciation, amortization, valuation of capital stock, and valuation of warrants and options to purchase shares of the Company's preferred and common stock. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant. Valuation of Derivative Instruments Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging: Contracts on an Entity’s Own Equity
Fair Value 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 4).
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 761,800 1,229,000 10,000
Accounts Receivable, Less Allowance for Doubtful Accounts	Accounts Receivable, Less Allowance for Doubtful Accounts The Company estimates an allowance for doubtful accounts based upon an evaluation of the current status of receivables, historical experience, and other factors as necessary. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. The allowance for doubtful accounts was $ 0
Revenue Recognition	Revenue Recognition Revenues are recognized when a contract with a customer exists, and at that point in time when we have delivered a Nociscan report to our customer. Revenue is recognized in the amount that reflects the negotiated consideration expected to be received in exchange for those reports. Following the delivery of the report, the company has no ongoing obligations or services to provide to the customer. Customers pay no other upfront, licensing, or other fees. To date, our reports are not reimbursable under any third-party payment arrangements, The Company invoices its customers based on the billing schedules in its sales arrangements. Payment terms range generally from 30 to 90 days, from the date of invoice.
Geographic Locations & Segments	Geographic Locations & Segments Approximately 13 9
Segment Disclosure	Segment Disclosure The Company has a single operating and reporting segment, which is the delivery of Nociscan reports to our customers. The Company’s Chief Executive Officer reviews financial information for purposes of making operating decisions and assessing financial performance.
Property and Equipment	Property and Equipment Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the related assets. Furniture and fixtures are depreciated over seven years. Computer and office equipment and computer software are depreciated over five years. Repairs and maintenance costs, which are not considered improvements and do not extend the useful life of the property and equipment, are expensed as incurred.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company reviews long-lived assets, including intangible assets, property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable using pre-tax undiscounted cash flows. Impairment, if any, is measured as the amount by which the carrying value of a long-lived asset exceeds its fair value.
Sales and Marketing Expenses	Sales and Marketing Expenses The Company expenses the costs of sales and marketing its products and services as incurred. The primary drivers of cost have been employee payroll, website and branding development, press releases, attendance at various industry conferences, Key Opinion Leader consulting fees in the form of restricted stock grants, and travel expenses.
Research and Development Costs	Research and Development Costs Costs related to research, design and development of products are charged to research and development expense as incurred. These costs include direct compensation, benefits, and other headcount related costs for research and development personnel; costs for materials used in research and development activities; costs for outside services and allocated portions of facilities and other corporate costs. The Company has entered into research and clinical study arrangements with selected hospitals, cancer treatment centers, academic institutions and research institutions worldwide. These agreements support the Company’s internal research and development capabilities.
General & Administrative	General & Administrative General and administrative expenses primarily consist of personnel and related costs, including stock-based compensation, legal fees relating to both intellectual property and corporate matters, accounting and audit related costs, insurance, corporate communications and public company expenses, information technology, depreciation, amortization and maintenance, and fees for consulting, business development and other professional services.
Liquidity, Capital Resources and Going Concern	Liquidity, Capital Resources and Going Concern As of December 31, 2023, we had cash of approximately $ 1 1.5 As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern.
Share-Based Compensation	Share-Based Compensation The Company accounts for stock-based awards in accordance with provisions of ASC Topic 718, Compensation—Stock Compensation The exercise or strike price of each option is not less than 100% of the fair market value of the Common Stock subject to the option on the date the option is granted. The Company issues restricted stock unit awards to non-employee consultants who are providing various services. The awards are valued at the market price on the date of the grant. The awards vest over the contract life and based on achievement of targeted performance milestones. On occasion, the Company grants common stock to compensate vendors for services rendered.
Deferred Financing Costs	Deferred Financing Costs The Company capitalizes certain legal, accounting, and other fees and costs that are directly attributable to in-process equity financings as deferred offering costs until such financings are completed. Upon the completion of an equity financing, these costs are recorded as a reduction of additional paid-in capital of the related offering. Upon the completion of the IPO in April 2022, approximately $ 1.5 204,647
Emerging Growth Company Status	Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay the adoption of new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2023, the Company had deferred tax assets related to certain net operating losses. A valuation allowance was established against these deferred tax assets at their full amount, resulting in a zero balance of deferred tax assets on the consolidated balance sheets as of December 31, 2023 and 2022.

THE COMPANY AND BASIS OF PRES_2

THE COMPANY AND BASIS OF PRESENTATION (Tables)	12 Months Ended
THE COMPANY AND BASIS OF PRESENTATION (Tables)	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Equity statement information	Equity statement information December 31 2023 2022 Common shares issued and outstanding - pre-2024 split, 13,206,229 7,861,515 $ 132 $ 79 Common shares issued and outstanding - post-2024 split, 825,459 491,345 $ 8 $ 5 Additional paid-in capital - pre-2024 split $ 43,553,399 $ 41,596,032 Additional paid-in capital - post-2024 split $ 43,553,523 $ 41,596,106
Schedule of share information reflecting on a retroactive basis the reverse stock splits	Schedule of share information reflecting on a retroactive basis the reverse stock splits Year ended December 31 2023 2022 Weighted average shares outstanding, basic and diluted - pre-2024 split 8,908,934 6,105,569 Weighted average shares outstanding, basic and diluted - post-2024 split 556,808 381,598 Basic and diluted net loss per shares attributable to common stockholders - pre-2024 split $ (0.55 ) $ (1.23 ) Basic and diluted net loss per shares attributable to common stockholders - post-2024 split $ (8.82 ) $ (19.61 )

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
FAIR VALUE MEASUREMENTS (Tables)	Dec. 31, 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 December 31, 2023 Fair value on December 31, 2023 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Warrant liability $ 289,165 $ – $ – $ 289,165 Derivative Liability 121,326 – – 121,326 Total Fair value $ 410,491 $ – $ – $ 410,491
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 736,249 320,561 1,056,810 Change in fair value (447,084 ) (199,235 ) (646,319 ) Balance – December 31, 2023 $ 289,165 $ 121,326 $ 410,491
Schedule of assumptions	Schedule of assumptions As of Issuance As of Dec 31, 2023 Warrant Liability Warrant Liability Strike Price $ 0.63 $ 0.27 Contractual term (years) 5.0 5.0 Volatility (annual) 80.0 80.0 Risk-free rate 3.52 3.89 Floor Financing price $ 0.50 $ 0.14

SUPPLEMENTAL FINANCIAL INFORM_2

SUPPLEMENTAL FINANCIAL INFORMATION (Tables)	12 Months Ended
SUPPLEMENTAL FINANCIAL INFORMATION (Tables)	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of accounts receivable	Schedule of accounts receivable December 31, 2023 2022 Accounts receivable (1) $ 13,270 $ 18,569 Less: Allowance for doubtful accounts – – Accounts receivable, net $ 13,270 $ 18,569 ( 1) Accounts receivable denominated in foreign currencies represent less than 15% of accounts receivable in all periods.
Schedule of prepaids and other current assets	Schedule of prepaids and other current assets December 31, 2023 2022 Short term deposits $ 50,000 $ 50,100 Deferred offering costs 100,588 – Prepaid insurance D & O 34,769 83,478 Prepaid insurance other 17,884 16,475 Prepaid, other 41,635 49,564 Other receivables 154 84 $ 245,030 $ 199,701
Schedule of accounts payable	Schedule of accounts payable December 31, 2023 2022 Accounts payable $ 758,821 $ 457,558 Credit cards payable 1,714 4,644 $ 760,535 $ 462,202
Schedule of accrued and other liabilities	Schedule of accrued and other liabilities December 31, 2023 2022 Accrued payroll $ 162,887 $ – Accrued bonus 262,580 134,704 Accrued board compensation 62,500 31,250 Accrued committee compensation 30,000 15,000 Accrued audit and legal expenses 89,082 33,919 Investment banking and related fees 139,906 – Accrued interest 98,685 – Other accrued expenses 12,082 11,596 $ 857,722 $ 226,469
Schedule of other expense	Schedule of other expense Year Ended December 31, Income/(Expense) 2023 2022 Bank Interest $ 172 $ 2,511 Taxes (1,144 ) (800 ) Foreign Currency Gain (Loss) 145 (1,190 ) Other 265 – $ (562 ) $ 521

PROPERTY, PLANT, AND EQUIPMENT

PROPERTY, PLANT, AND EQUIPMENT (Tables)	12 Months Ended
PROPERTY, PLANT, AND EQUIPMENT (Tables)	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Schedule of property and equipment December 31, 2023 2022 Furniture and fixtures $ – $ – Computer and office equipment 13,032 13,032 Software 42,150 42,150 Other Equipment – 18,190 55,182 73,372 Less: Accumulated depreciation (53,400 ) (70,026 ) Property and equipment, net $ 1,782 $ 3,346
Schedule of future depreciation of property and equipment	Schedule of future depreciation of property and equipment 2024 $ 1,186 2025 596 Total $ 1,782

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	12 Months Ended
INTANGIBLE ASSETS (Tables)	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of intangible assets	Schedule of intangible assets December 31, 2023 December 31, 2022 Patents and licenses $ 2,267,251 $ 2,147,728 Other 5,017 5,017 Total intangible assets gross 2,272,268 2,152,745 Less: accumulated amortization (1,103,645 ) (942,538 ) Intangible assets, net $ 1,168,623 $ 1,210,207
Schedule of future amortization of intangible assets	Schedule of future amortization of intangible assets 2024 $ 169,002 2025 168,951 2026 168,951 2027 168,951 2028 and beyond 492,768 Total $ 1,168,623

SHORT TERM NOTES, CONVERTIBLE_2

SHORT TERM NOTES, CONVERTIBLE DEBT, AND DERIVATIVE LIABILITIES (Tables)	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
Schedule of derivative liabilities and warrant liabilities	Schedule of derivative liabilities and warrant liabilities December 31, 2023 December 31, 2022 Note Payable $ 2,594,118 $ – Less: Unamortized Discounts and Deferred Financing Costs Warrants (557,582 ) – Derivative (235,628 ) – Deferred financing costs (675,184 ) – (1,468,394 ) – $ 1,125,724 $ –

NET LOSS PER SHARE OF COMMON _2

NET LOSS PER SHARE OF COMMON STOCK (Tables)	12 Months Ended
NET LOSS PER SHARE OF COMMON STOCK (Tables)	Dec. 31, 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 December 31, 2022 2023 (restated) Numerator: Net loss allocable to common shareholders used to compute basic and diluted loss per common share $ (4,911,374 ) $ (7,484,116 ) Denominator: Weighted average shares used to compute basic and dilutive loss per share (post-split) 556,808 381,598
Schedule of anti-dilutive securities excluded from computation of earnings per share	Schedule of anti-dilutive securities excluded from computation of earnings per share December 31, 2023 December 31, 2022 Shares issuable on Series A and B convertible preferred stock – 51,236 Shares issuable on warrants 255,270 145,624 Shares issuable on restricted stock units 49,185 3,127 Shares issuable on options 171,033 155,114 475,488 355,101

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	12 Months Ended
STOCK-BASED COMPENSATION (Tables)	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of assumptions used for valuation	Schedule of assumptions used for valuation Risk-free interest rate (4/2022 – 8/2022) 1.99 Risk-free interest rate (9/2022 – 12/2022) 3.67 Dividend yield – Expected term 6-8 years Expected volatility 66.35
Schedule of option activity	Schedule of option activity Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (In Years) Balance at December 31, 2021 140,980 $ 29.47 9.2 Options granted 33,334 $ 36.80 9.6 Options exercised – Options forfeited/expired (3,138 ) $ 20.32 5.6 Balance at December 31, 2022 171,176 31.07 8.4 Options granted – Options exercised – Options forfeited/expired (1,720 ) $ 23.64 6.0 Balance at December 31, 2023 169,456 $ 31.15 7.5 Exercisable at December 31, 2023 147,977 $ 30.57 7.4
Schedule of RSU activity	Schedule of RSU activity RSU’s Outstanding Weighted-Average Grant-Date Fair value per Unit Nonvested as of December 31, 2021 – $ – Granted 30,120 13.12 Vested (3,864 ) 13.92 Forfeited – – Nonvested as of December 31, 2022 26,256 13.12 Granted 26,506 8.52 Vested (22,936 ) 10.40 Forfeited (14,077 ) 10.11 Nonvested as of December 31, 2023 15,749 $ 10.72
Schedule of stock-based compensation expense	Schedule of stock-based compensation expense December 31, 2022 2023 (restated) Sales and marketing $ 228,437 $ 57,298 Research and development 9,725 (259 ) General and administrative 217,839 1,129,619 Total stock-based compensation $ 456,001 $ 1,186,658

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
INCOME TAXES (Tables)	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Schedule of deferred tax assets	Schedule of deferred tax assets 2023 Deferred tax asset: Net operating losses $ 9,235,000 Stock based compensation 479,000 Total deferred tax asset 9,714,000 Less valuation allowance (9,714,000 ) Net deferred income tax liability $ –

THE COMPANY AND BASIS OF PRES_3

THE COMPANY AND BASIS OF PRESENTATION (Details - Balance sheet changes from split) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Offsetting Assets [Line Items]
Common shares issued and outstanding - post-2024 split, 825,459 and 491,345 shares	$ 8	$ 5
Common Stock, Shares, Issued	825,459	491,345
Common Stock, Shares, Outstanding	825,459	491,345
Additional paid-in capital - post-2024 split	$ 43,553,523	$ 41,596,106
Pre 2024 Split [Member]
Offsetting Assets [Line Items]
Common shares issued and outstanding - post-2024 split, 825,459 and 491,345 shares	$ 132	$ 79
Common Stock, Shares, Issued	13,206,229	7,861,515
Common Stock, Shares, Outstanding	13,206,229	7,861,515
Additional paid-in capital - post-2024 split	$ 43,553,399	$ 41,596,032
Post 2024 Split [Member]
Offsetting Assets [Line Items]
Common shares issued and outstanding - post-2024 split, 825,459 and 491,345 shares	$ 8	$ 5
Common Stock, Shares, Issued	825,459	491,345
Common Stock, Shares, Outstanding	825,459	491,345
Additional paid-in capital - post-2024 split	$ 43,553,523	$ 41,596,106

THE COMPANY AND BASIS OF PRES_4

THE COMPANY AND BASIS OF PRESENTATION (Details- Retroactive basis the reverse stock splits) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Weighted average shares of common stock outstanding, basic	556,808	381,598
Weighted average shares of common stock outstanding, diluted	556,808	381,598
Basic net loss per shares attributable to common stockholders	$ (8.82)	$ (19.61)
Diluted net loss per shares attributable to common stockholders	$ (8.82)	$ (19.61)
Pre Split [Member]
Weighted average shares of common stock outstanding, basic	8,908,934	6,105,569
Weighted average shares of common stock outstanding, diluted	8,908,934	6,105,569
Basic net loss per shares attributable to common stockholders	$ (0.55)	$ (1.23)
Diluted net loss per shares attributable to common stockholders	$ (0.55)	$ (1.23)

THE COMPANY AND BASIS OF PRES_5

THE COMPANY AND BASIS OF PRESENTATION (Details Narrative) - USD ($)						1 Months Ended
	May 13, 2022	May 02, 2022	Apr. 29, 2022	Apr. 26, 2022	Apr. 21, 2022	Jan. 31, 2024
2022 Plan [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized					125,000
Jeffrey Thramann [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares					75,301
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Units issued new, shares				2,165,000
Units per share price				$ 4.35
Unit description				Each unit consisted of (i) one share of common stock (equivalent to 0.0625 of a common share following the 2024 Split) and (ii) one warrant to purchase one share of common stock (adjusted to 0.0625 of a common share following the 2024 Split) with a per share exercise price of $4.35 (adjusted to $69.60 following the 2024 Split).
Proceeds from Issuance Initial Public Offering				$ 8,600,000
IPO [Member] \| Underwriters [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights				20,297
IPO [Member] \| David Neal [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Labor and Related Expense			$ 100,000
IPO [Member] \| James Peacock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Labor and Related Expense	$ 130,000
IPO [Member] \| Secured Promissory Notes [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Interest converted, shares issued					26,673
IPO [Member] \| Common Stock Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock converted, shares issued					3,776
Interest converted, shares issued					26,673
IPO [Member] \| Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock converted, shares issued					204,945
IPO [Member] \| Preferred Stock Series [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Dividends converted, shares issued					61,527
IPO [Member] \| Common Stock Warrant [Member] \| Underwriters [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights				10,825
2022 Stock Split [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Reverse Stock Split					1-for-7.47 reverse stock split
Indexed Milestone Payment Obligation [Member] \| IPO [Member] \| UCSF [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payments for Other Operating Activities		$ 123,828
2024 Stock Split [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Reverse Stock Split						one-for-sixteen (the “2024 Stock Split”)

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Feb. 01, 2024	Apr. 30, 2022
Product Information [Line Items]
Cash Equivalents, at Carrying Value	$ 0	$ 0
Cash, Uninsured Amount	761,800	1,229,000
Restricted Cash	10,000	10,000
Accounts Receivable, Allowance for Credit Loss	0	$ 0
Cash	1,000,000
Offering costs	$ 204,647			$ 1,500,000
Subsequent Event [Member]
Product Information [Line Items]
Cash			$ 1,500,000
Revenue, Segment Benchmark [Member] \| Customer Concentration Risk [Member] \| Customers Outside The U S [Member]
Product Information [Line Items]
Revenues from contracts with customers	13%	9%

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details- Recurring basis to determine the fair value of the liability)	Dec. 31, 2023 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total Fair value	$ 410,491
Fair Value, Inputs, Level 1 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total Fair value	0
Fair Value, Inputs, Level 2 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total Fair value	0
Fair Value, Inputs, Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total Fair value	410,491
Warrant Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total Fair value	289,165
Warrant Liability [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total Fair value	0
Warrant Liability [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total Fair value	0
Warrant Liability [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total Fair value	289,165
Derivative Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total Fair value	121,326
Derivative Liability [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total Fair value	0
Derivative Liability [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total Fair value	0
Derivative Liability [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total Fair value	$ 121,326

FAIR VALUE MEASUREMENTS (Deta_2

FAIR VALUE MEASUREMENTS (Details - liabilities measures at fair value)	12 Months Ended
	Dec. 31, 2023 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance - January 1, 2023	$ 0
Additional warrant and derivative liability	1,056,810
Change in fair value	(646,319)
Balance – December 31, 2023	410,491
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	736,249
Change in fair value	(447,084)
Balance – December 31, 2023	289,165
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	320,561
Change in fair value	(199,235)
Balance – December 31, 2023	$ 121,326

FAIR VALUE MEASUREMENTS (Deta_3

FAIR VALUE MEASUREMENTS (Details- Fair value of the warrants)	12 Months Ended
	Dec. 31, 2023 $ / shares
Issuance Warrant Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Strike Price	$ 0.63
Contractual term (years)	5 years
Volatility (annual)	80%
Risk-free rate	3.52%
Floor Financing price	$ 0.50
Warrant Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Strike Price	$ 0.27
Contractual term (years)	5 years
Volatility (annual)	80%
Risk-free rate	3.89%
Floor Financing price	$ 0.14

SUPPLEMENTAL FINANCIAL INFORM_3

SUPPLEMENTAL FINANCIAL INFORMATION (Details - Accounts receivable) - USD ($)		Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts receivable gross	[1]	$ 13,270	$ 18,569
Allowance for doubtful accounts		0	0
Accounts receivable, net		$ 13,270	$ 18,569

[1]Accounts receivable denominated in foreign currencies represent less than 15% of accounts receivable in all periods.

SUPPLEMENTAL FINANCIAL INFORM_4

SUPPLEMENTAL FINANCIAL INFORMATION (Details - Schedule of prepaid assets) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Prepaids and other current assets	$ 245,030	$ 199,701
Short Term Deposits [Member]
Prepaids and other current assets	50,000	50,100
Deferred Offering Costs [Member]
Prepaids and other current assets	100,588	0
Prepaid Insurance D And O [Member]
Prepaids and other current assets	34,769	83,478
Prepaid Insurance [Member]
Prepaids and other current assets	17,884	16,475
Prepaid Other [Member]
Prepaids and other current assets	41,635	49,564
Other Receivables [Member]
Prepaids and other current assets	$ 154	$ 84

SUPPLEMENTAL FINANCIAL INFORM_5

SUPPLEMENTAL FINANCIAL INFORMATION (Details - Accounts payable) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Accounts Payable, Current	$ 760,535	$ 462,202
Accounts Payable [Member]
Accounts Payable, Current	758,821	457,558
Credit Cards Payable [Member]
Accounts Payable, Current	$ 1,714	$ 4,644

SUPPLEMENTAL FINANCIAL INFORM_6

SUPPLEMENTAL FINANCIAL INFORMATION (Details - Schedule of accrued liabilities) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Accrued Liabilities and Other Liabilities	$ 857,722	$ 226,469
Accrued Payroll [Member]
Accrued Liabilities and Other Liabilities	162,887	0
Accrued Bonus [Member]
Accrued Liabilities and Other Liabilities	262,580	134,704
Accrued Board Compensation [Member]
Accrued Liabilities and Other Liabilities	62,500	31,250
Accrued Committee Compensation [Member]
Accrued Liabilities and Other Liabilities	30,000	15,000
Accrued Audit And Legal Expenses [Member]
Accrued Liabilities and Other Liabilities	89,082	33,919
Investment Banking And Related Fees [Member]
Accrued Liabilities and Other Liabilities	139,906	0
Accrued Interest [Member]
Accrued Liabilities and Other Liabilities	98,685
Other Accrued Expenses [Member]
Accrued Liabilities and Other Liabilities	$ 12,082	$ 11,596

SUPPLEMENTAL FINANCIAL INFORM_7

SUPPLEMENTAL FINANCIAL INFORMATION (Details - Other expense) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Offsetting Assets [Line Items]
Other income expenses	$ (562)	$ 521
Bank Interest [Member]
Offsetting Assets [Line Items]
Other income expenses	172	2,511
Taxes [Member]
Offsetting Assets [Line Items]
Other income expenses	(1,144)	(800)
Foreign Currency Gain (Loss) [Member]
Offsetting Assets [Line Items]
Other income expenses	145	(1,190)
Other Expense [Member]
Offsetting Assets [Line Items]
Other income expenses	$ 265	$ 0

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($)	12 Months Ended
LEASES (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Leases
Operating Lease, Expense	$ 0	$ 36,070
Operating Leases, Income Statement, Sublease Revenue	$ 0	$ 26,340

PROPERTY, PLANT, AND EQUIPMEN_2

PROPERTY, PLANT, AND EQUIPMENT (Details - property and equipment) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 55,182	$ 73,372
Accumulated depreciation	(53,400)	(70,026)
Property, plant and equipment, net	1,782	3,346
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	0	0
Computer And Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	13,032	13,032
Software Development [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	42,150	42,150
Other Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 0	$ 18,190

PROPERTY, PLANT, AND EQUIPMEN_3

PROPERTY, PLANT, AND EQUIPMENT (Details - future depreciation) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
2024	$ 1,186
2025	596
Total	$ 1,782	$ 3,346

PROPERTY, PLANT, AND EQUIPMEN_4

PROPERTY, PLANT, AND EQUIPMENT (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1,564	$ 4,500
Proceeds from Sale of Other Property, Plant, and Equipment		$ 1,000

INTANGIBLE ASSETS (Details - Sc

INTANGIBLE ASSETS (Details - Schedule of intangible assets) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Total intangible assets gross	$ 2,272,268	$ 2,152,745
Less: accumulated amortization	(1,103,645)	(942,538)
Intangible assets, net	1,168,623	1,210,207
Patents And Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets gross	2,267,251	2,147,728
Other Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets gross	$ 5,017	$ 5,017

INTANGIBLE ASSETS (Details - _2

INTANGIBLE ASSETS (Details - Schedule of future amortization)	Dec. 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 169,002
2025	168,951
2026	168,951
2027	168,951
2028 and beyond	492,768
Total	$ 1,168,623

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)	12 Months Ended
INTANGIBLE ASSETS (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 161,107	$ 139,121

SHORT TERM NOTES, CONVERTIBLE_3

SHORT TERM NOTES, CONVERTIBLE DEBT, AND DERIVATIVE LIABILITIES (Details - Note payable) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Note Payable	$ 2,594,118	$ 0
Warrants	(557,582)	0
Derivative	(235,628)	0
Deferred financing costs	(675,184)	0
Total notes payable discount	(1,468,394)	0
Note payable, net of discount	$ 1,125,724	$ 0

SHORT TERM NOTES, CONVERTIBLE_4

SHORT TERM NOTES, CONVERTIBLE DEBT, AND DERIVATIVE LIABILITIES (Details Narrative) - USD ($)	1 Months Ended			12 Months Ended
	Nov. 30, 2023	Sep. 30, 2023	May 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Convertible Notes Payable, Noncurrent					$ 0
Diligence and legal costs	$ 296,313
Issuance of debt discount	320,561
Senior Notes Payable [Member]
Debt Instrument [Line Items]
Debt instrument face amount			$ 1,437,500
Proceeds from secured notes payable			$ 1,250,000
Amortization of debt discount				$ 497,763
Series B Notes Payable [Member]
Debt Instrument [Line Items]
Issuing unsecured senior notes		$ 862,500
Maturity date		Sep. 01, 2024
Cash proceeds		$ 750,000
Original issue discount, percentage		15%
Annual rate percentage		8%
Series C Notes Payable [Member]
Debt Instrument [Line Items]
Issuing unsecured senior notes	$ 294,118
Maturity date	Apr. 19, 2024
Cash proceeds	$ 250,000
Original issue discount, percentage	15%
Annual rate percentage	8%

COMMITMENTS AND CONTINGENCIES (

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

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	Oct. 09, 2023	Dec. 03, 2021	Mar. 01, 2019	Aug. 02, 2018	Jul. 27, 2017	Dec. 05, 2015	Dec. 31, 2014	Dec. 31, 2023	Dec. 31, 2022
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
Warrants outstanding								128,057
White Lion Equity Line Agreement [Member]
Class of Stock [Line Items]
Aggregate gross purchase price	$ 10,000,000
Number of value sold	$ 10,000,000
[custom:ResaleOfCommonShares]	2,500,000
Warrants [Member]
Class of Stock [Line Items]
Warrants outstanding								123,566
Warrants exercise price								$ 2.315
Warrants 1 [Member]
Class of Stock [Line Items]
Warrants outstanding								4,491
Warrants exercise price								$ 0.0002
Preferred Stock Series A-1 [Member]
Class of Stock [Line Items]
Issuance date							Dec. 31, 2014
Preferred stock, value issued							$ 1,247,541
Shares issued, price per share							$ 0.70
Preferred Stock Series A-2 [Member]
Class of Stock [Line Items]
Issuance date							Dec. 31, 2014
Preferred stock, value issued							$ 1,114,797
Shares issued, price per share							$ 0.77
Preferred Stock Series A-3 [Member]
Class of Stock [Line Items]
Issuance date							Dec. 31, 2014
Preferred stock, value issued							$ 795,002
Shares issued, price per share							$ 0.85
Preferred Stock Series A-4 [Member]
Class of Stock [Line Items]
Issuance date							Dec. 31, 2014
Preferred stock, value issued							$ 1,965,288
Shares issued, price per share							$ 0.94
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Issuance date						Dec. 05, 2015
Preferred stock, value issued						$ 5,013,579
Shares issued, price per share						$ 1
Series B-1 Preferred Stock [Member]
Class of Stock [Line Items]
Issuance date			Mar. 01, 2019	Aug. 02, 2018	Jul. 27, 2017
Preferred stock, value issued			$ 2,463,328	$ 5,217,698	$ 1,500,000
Shares issued, price per share			$ 1.26	$ 1.26	$ 1.26
Series B-2 Preferred Stock [Member]
Class of Stock [Line Items]
Issuance date		Dec. 03, 2021
Preferred stock, value issued		$ 1,774,819
Shares issued, price per share		$ 1.12
Series B-3 Preferred Stock [Member]
Class of Stock [Line Items]
Issuance date		Dec. 03, 2021
Preferred stock, value issued		$ 5,327,468
Shares issued, price per share		$ 1.26
IPO Warrants [Member]
Class of Stock [Line Items]
Warrants outstanding								155,610
Common Stock Warrants [Member]
Class of Stock [Line Items]
Warrants outstanding								165,555

NET LOSS PER SHARE OF COMMON _3

NET LOSS PER SHARE OF COMMON STOCK (Details) - USD ($)	12 Months Ended
NET LOSS PER SHARE OF COMMON STOCK (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Earnings Per Share [Abstract]
Net loss allocable to common shareholders used to compute basic and diluted loss per common share	$ (4,911,374)	$ (7,484,116)
Weighted average shares used to compute basic and dilutive loss per share (post-split)	556,808	381,598

NET LOSS PER SHARE OF COMMON _4

NET LOSS PER SHARE OF COMMON STOCK (Details - dilutive securities) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	475,488	355,101
Series A And B Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	0	51,236
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	255,270	145,624
Restricted Stock Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	49,185	3,127
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	171,033	155,114

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details - Assumptions used for valuation) - Aclarion Equity Incentive Plan 2022 [Member]	4 Months Ended	5 Months Ended	12 Months Ended
	Dec. 31, 2022	Aug. 31, 2022	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	3.67%	1.99%
Dividend yield			0%
Expected term			6-8 years
Expected volatility			66.35%

STOCK BASED COMPENSATION (Detai

STOCK BASED COMPENSATION (Details - Option Activity) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Beginning Balance	171,176	140,980
Options outstanding, weighted average exercise price	$ 31.07	$ 29.47
Options outstanding, weighted average remaining contractual life	7 years 6 months	8 years 4 months 24 days	9 years 2 months 12 days
Options granted	0	33,334
Options granted, weighted average exercise price		$ 36.80
Options granted, weighted average remaining contractual life		9 years 7 months 6 days
Options exercised	$ 0	$ 0
Options forfeited or expired	(1,720)	(3,138)
Options forfeited or expired, weighted average exercise price	$ 23.64	$ 20.32
Options forfeited or expired, weighted average remaining contractual life	6 years	5 years 7 months 6 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance	169,456	171,176	140,980
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance	$ 31.15	$ 31.07	$ 29.47
Options exercisable	147,977
Option exercisable, weighted average exercise price	$ 30.57
Options exercisable, weighted average remaining contractual life	7 years 4 months 24 days

STOCK BASED COMPENSATION (Det_2

STOCK BASED COMPENSATION (Details - RSU Activity) - Restricted Stock Units (RSUs) [Member] - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Beginning Balance	26,256	0
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Beginning Balance	$ 13.12	$ 0
RSU's granted	26,506	30,120
RSU's granted, weighted-average grant date fair value per unit	$ 8.52	$ 13.12
RSU's vested	(22,936)	(3,864)
RSU's vested, weighted-average grant date fair value per unit	$ 10.40	$ 13.92
RSU's forfeited	(14,077)	0
RSU's forfeited, weighted-average grant date fair value per unit	$ 10.11
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance	15,749	26,256
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Ending Balance	$ 10.72	$ 13.12

STOCK BASED COMPENSATION (Det_3

STOCK BASED COMPENSATION (Details - Share based compensation) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 456,001	$ 1,186,658
Selling and Marketing Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	228,437	57,298
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	9,725	(259)
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 217,839	$ 1,129,619

STOCK-BASED COMPENSATION (Det_2

STOCK-BASED COMPENSATION (Details Narrative) - USD ($)	12 Months Ended
STOCK-BASED COMPENSATION (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Apr. 21, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Intrinsic value options exercised	$ 0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value	226,918
Non Vested Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation cost	$ 327,853
Unrecognized compensation cost, remaining term	21 months
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation cost	$ 43,468
Options Held [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Intrinsic value options exercised		$ 0
Aclarion Equity Incentive Plan 2022 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of common shares issued	2,470,814		2,000,000

INCOME TAXES (Details- Deferre

INCOME TAXES (Details- Deferred tax assets)	Dec. 31, 2023 USD ($)
Deferred tax asset:
Net operating losses	$ 9,235,000
Stock based compensation	479,000
Total deferred tax asset	9,714,000
Less valuation allowance	(9,714,000)
Net deferred income tax liability	$ 0

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative)	12 Months Ended
INCOME TAXES (Details Narrative)	Dec. 31, 2023 USD ($)
Income Tax Disclosure [Abstract]
Deferred Tax Assets, Valuation Allowance	$ 9,714,000
SEC Schedule, 12-09, Valuation Allowances and Reserves, Increase (Decrease) Adjustment	$ 1,315,000