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FAIR VALUE MEASUREMENTS | 12 Months Ended
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Dec. 31, 2024
Fair Value Disclosures [Abstract] |
FAIR VALUE MEASUREMENTS | NOTE 3. FAIR VALUE MEASUREMENTS In accordance with ASC 820 (Fair Value Measurements and Disclosures), the Company uses various inputs to measure the outstanding warrants, certain embedded redemption features associated with the senior note to Aclarion, Inc. on a recurring basis to determine the fair value of the liability.
Schedule of recurring basis to determine the fair value of the liability |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Fair value measured as of 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 |
|  | Fair value measured as of December 31, 2024 |
|  | Fair value on December 31, 2024 |  |  | Quoted prices in active markets (Level 1) |  |  | Significant other observable inputs (Level 2) |  |  | Significant unobservable inputs (Level 3) |
Warrant liability |  | $ | 11,869 |  |  | $ | – |  |  | $ | – |  |  | $ | 11,869 |
Derivative Liability |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |
Total Fair value |  | $ | 11,869 |  |  | $ | – |  |  | $ | – |  |  | $ | 11,869 |
There were no transfers between Level 1, 2, and 3 during the years ended December 31, 2024 and 2023. The following tables present changes in Level 3 liabilities measures at fair value for the years ended December 31, 2024 and 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 |
|  | Warrant Liability |  |  | Derivative Liability |  |  | Total |
Balance - January 1, 2024 |  | $ | 289,165 |  |  | $ | 121,326 |  |  | $ | 410,491 |
Additional warrant and derivative liability |  |  | – |  |  |  | (63,589 | ) |  |  | (63,589 | )
Change in fair value |  |  | (277,296 | ) |  |  | (57,737 | ) |  |  | (335,033 | )
Balance – December 31, 2024 |  | $ | 11,869 |  |  | $ | – |  |  | $ | 11,869 |
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, 2024 |  |  | As of Dec 31, 2023 |
|  | Warrant Liability |  |  | Warrant Liability |  |  | Warrant Liability |
Strike Price |  | $ | 10.02 |  |  | $ | 0.29 |  |  | $ | 4.30 |
Contractual term (years) |  |  | 5.0 |  |  |  | 5.0 |  |  |  | 5.0 |
Volatility (annual) |  |  | 80.0% |  |  |  | 120% |  |  |  | 80.0% |
Risk-free rate |  |  | 3.52% |  |  |  | 4.29% |  |  |  | 3.89% |
Floor Financing price |  | $ | 8.00 |  |  | $ | n/a |  |  | $ | 2.24 |

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- Definition The entire disclosure of the fair value measurement of assets and liabilities, which includes financial instruments measured at fair value that are classified in shareholders' equity, which may be measured on a recurring or nonrecurring basis. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 820 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/820/tableOfContent + Details
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