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THE COMPANY AND BASIS OF PRESENTATION
 12 Months Ended
Dec. 31, 2024
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.

 

On April 26, 2022, the Company completed an initial public offering (the “IPO”) of units comprised of one share of common stock and one redeemable warrant entitling the holder to purchase one share of common stock. The IPO generated net proceeds of approximately $8.6 million, after underwriting discounts and expenses. The Company’s common stock and warrants started on the NASDAQ under the ticker symbols “ACON” and “ACONW”, respectively.

 

2024 Reverse Stock Split

 

On January 4, 2024, the Company effected a 1:16 reverse stock split of the Company’s common stock (the “2024 Stock Split”) which resulted in a reduction in the number of outstanding shares of common stock, warrants, stock options and restricted share units and a proportionate increase in the value of each share or strike price of the warrants and stock options.

 

2025 Reverse Stock Splits

 

The Company effected (i) a 1:335 reverse stock split of the Company’s common stock on January 30, 2025, and (ii) a 1:27 reverse stock split of the Company’s common stock on March 28, 2025 (together, the “2025 Stock Splits”). The 2025 Stock Splits resulted in a reduction in the number of outstanding shares of common stock, warrants, stock options and restricted share units and a proportionate increase in the value of each share or strike price of the warrants and stock options.

 

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 2025 Stock Splits.

 

 

The following tables present selected share information reflecting on a retroactive basis the 2024 and 2025 reverse stock splits as of and for the years ended December 31, 2024 and 2023:

               
    December 31  
    2024     2023  
Common shares issued and outstanding - pre-2025 splits, - 12,389,989 and 825,459 shares   $ 124     $ 8  
Common shares issued and outstanding - post-2025 splits, - 1,370 and 91 shares   $ *     $ *  
Additional paid-in capital - pre-2025 splits   $ 52,232,244     $ 43,553,523  
Additional paid-in capital - post-2025 splits   $ 52,232,368     $ 43,553,531  

 

* Rounds to less than one share or $1

 

               
    Year ended December 31  
    2024     2023  
Weighted average shares outstanding, basic and diluted - pre-2025 splits     8,527,977       556,808  
Weighted average shares outstanding, basic and diluted - post-2025 splits     943       62  
Basic and diluted net loss per share attributable to common stockholders - pre-2025 splits   $ (0.83 )   $ (8.82 )
Basic and diluted net loss per share attributable to common stockholders - post-2025 splits   $ (7,480 )   $ (79,782 )

 

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.

 

Basis of Presentation

 

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).