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FAIR VALUE MEASUREMENTS

12 Months Ended

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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- References

No definition available.

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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

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