Aclarion, Inc.
Business
Aclarion, Inc. is a healthcare technology company that leverages magnetic resonance spectroscopy (MRS) and proprietary biomarkers to optimize clinical treatment decisions for discogenic low back and neck pain. Its primary offerings include the NOCISCAN product suite—NOCICALC spectral processing and NOCIGRAM reporting—that post-process MRS data into biomarkers and NOCISCOREs to identify painful versus non-painful discs. The company operates as a single operating and reporting segment focused on diagnostic post-processing software, AI research, and clinical registries. Aclarion distributes via compatible MRI sites, imaging centers, hospitals, strategic partners, direct patient pay and payer reimbursement channels in the United States and internationally.
Summary from filing dated 2025-04-09
Financials
Consolidated Statement of Income
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-12-31 | FY 2023 2023-12-31 | FY 2022 2022-12-31 | FY 2021 2021-12-31 |
|---|---|---|---|---|---|---|
| Revenue | 75,730 | 45,724 | 75,404 | 60,444 | 60,292 | |
| Cost of revenue | 68,902 | 84,658 | 75,728 | 65,298 | 69,175 | |
| Gross profit (loss) | 6,828 | −38,934 | −324 | −4,854 | −8,883 | |
| Sales and marketing | 2 | 976,554 | 757,004 | 498,003 | 330,814 | |
| Research and development | 1 | 888,766 | 873,336 | 1 | 787,850 | |
| General and administrative | 4 | 4 | 3 | 4 | 2 | |
| Total operating expenses | 7 | 5 | 5 | 6 | 3 | |
| Loss from operations | −7 | −6 | −5 | −6 | −3 | |
| Interest expense | 0 | −535,470 | −608,288 | — | — | |
| Loss on exchange of debt | 0 | −1 | 0 | — | — | |
| Gain on extinguishment of debt | 73,272 | 6,058 | — | — | — | |
| Changes in fair value of warrant and derivative liabilities | 11,806 | 335,033 | 646,319 | 0 | — | |
| Penalties and settlements | −672,625 | −212,453 | 0 | — | — | |
| Interest income | 411,061 | 318 | — | — | — | |
| Other, net | −4,752 | −49 | −562 | 521 | 4,458 | |
| Total other expense | −181,238 | −1 | −35,393 | −2 | −2 | |
| Loss before income taxes | −7 | −7 | −5 | −7 | — | |
| Income tax provision | 0 | 0 | 0 | 0 | 0 | |
| Net loss | −7 | −7 | −5 | −7 | −5 | |
| Dividends on preferred stock | −6,683 | −59,675 | 0 | −415,523 | −1 | |
| Net loss allocable to common stockholders | −7 | −7 | −5 | −7 | −6 | |
| Net loss per share allocable to common stockholders, basic | −13.61 | −7,479 | −79,782 | −19.61 | −6.58 | |
| Net loss per share allocable to common stockholders, diluted | −13.61 | −7,479 | −79,782 | −19.61 | −6.58 | |
| Weighted average shares of common stock outstanding, basic | 532,036 | 943 | 62 | 381,598 | 905,685 | |
| Weighted average shares of common stock outstanding, diluted | 532,036 | 943 | 62 | 381,598 | 905,685 |
Consolidated Balance Sheet
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-12-31 | FY 2023 2023-12-31 | FY 2022 2022-12-31 | FY 2021 2021-12-31 |
|---|---|---|---|---|---|---|
| Cash and cash equivalents | 12 | 453,661 | 1 | 1 | 432,530 | |
| Restricted cash | 25,000 | 10,000 | 10,000 | 10,000 | 20,000 | |
| Accounts receivable, net | 29,680 | 18,326 | 13,270 | 18,569 | 6,280 | |
| Prepaid expense | 316,235 | 0 | 245,030 | 199,701 | 273,394 | |
| Other current assets | 10,000 | 39,002 | — | — | — | |
| Total current assets | 12 | 824,279 | 1 | 2 | 732,204 | |
| Property and equipment, net | 24,169 | 5,499 | 1,782 | 3,346 | 12,636 | |
| Intangible assets, net | 1 | 1 | 1 | 1 | 1 | |
| Total non-current assets | 1 | 1 | 1 | 1 | 1 | |
| Total assets | 14 | 2 | 2 | 3 | 2 | |
| Accounts payable | 324,470 | 531,603 | 760,535 | 462,202 | 1 | |
| Accrued and other liabilities | 504,262 | 404,228 | 857,722 | 226,469 | 696,582 | |
| Warrant liability | 63 | 11,869 | 121,326 | 0 | — | |
| Liability to issue equity | 0 | 80,772 | 33,297 | 0 | 0 | |
| Total current liabilities | 837,287 | 1 | 3 | 688,671 | 8 | |
| Total liabilities | 837,287 | 1 | — | — | — | |
| Commitments and contingencies (see Note 11) | — | — | — | — | — | |
| Additional paid-in capital | 71 | 52 | 44 | 42 | 19 | |
| Accumulated deficit | −58 | −51 | −44 | −39 | −32 | |
| Total stockholders equity | 13 | 970,057 | −727,995 | 2 | −13 | |
| Total liabilities and stockholders equity | 14 | 2 | 2 | 3 | 2 |
Consolidated Statement of Cash Flows
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-12-31 | FY 2023 2023-12-31 | FY 2022 2022-12-31 | FY 2021 2021-12-31 |
|---|---|---|---|---|---|---|
| Depreciation and amortization | 227,406 | 193,139 | 162,670 | — | — | |
| Share-based compensation | 105,368 | 287,455 | 456,001 | 1 | 177,489 | |
| Amendment of warrants | 48,087 | 0 | — | — | — | |
| Non-cash settlements | 58,272 | 0 | — | — | — | |
| Loss on extinguishment of debt | 0 | 111,928 | 0 | — | — | |
| Amortization of deferred issuance costs | 0 | 471,387 | 497,656 | 0 | — | |
| Change in fair value related to warrants and derivative | −11,806 | −335,033 | −646,319 | 0 | — | |
| Non-cash interest related to bridge funding | 0 | 58,002 | 98,685 | 0 | — | |
| Non-cash expenses related to equity line agreement | 0 | 425,367 | 0 | — | — | |
| Accounts receivable | −11,354 | 7,271 | −1,491 | −12,290 | 16,222 | |
| Prepaids and other current assets | 16,057 | −287,663 | −38,539 | −87,522 | −210,765 | |
| Accounts payable | −198,641 | −156,403 | 220,633 | −603,102 | 199,604 | |
| Accrued and other liabilities | −163,964 | −127,449 | 448,459 | −113,893 | 509,806 | |
| Net cash used in operating activities | −7 | −5 | −4 | −5 | −2 | |
| Intangible assets Patents | −182,374 | −316,822 | −119,522 | −208,870 | −102,005 | |
| Fixed assets | −21,528 | −5,115 | 0 | — | — | |
| Net cash used in investing activities | −203,902 | −321,937 | −119,522 | −207,870 | −102,005 | |
| Public offering of common stock and warrants | 15 | 3 | — | — | — | |
| Registered direct offerings of common stock | 6 | 0 | 0 | 9 | — | |
| Proceeds from direct offering of prefunded warrants | 2 | 0 | — | — | — | |
| Proceeds from sale of preferred stock | 0 | 1 | 1,000 | 0 | — | |
| Proceeds from sale of common stock and warrants, ATM | 0 | 288,294 | — | — | — | |
| Common stock cash issuance costs | −2 | −788,099 | 0 | −365,060 | — | |
| Exercise of Series C warrants | 336,441 | 0 | — | — | — | |
| Redemption of Series B Preferred stock | −1 | 0 | — | — | — | |
| Proceeds from common stock and warrant RegA+ offering | 0 | 529,254 | — | — | — | |
| Proceeds from equity line | 0 | 2 | 1 | 0 | — | |
| Repayment of promissory notes | 0 | −300,973 | 0 | −2 | 0 | |
| Equity line cash issuance costs | 0 | −367,865 | −74,916 | — | — | |
| Preferred stock cash issuance costs | 0 | −90,000 | 0 | — | — | |
| Net cash provided by financing activities | 19 | 5 | 3 | 6 | 3 | |
| Net increase (decrease) in cash and cash equivalents | 12 | −567,408 | −451,737 | 1 | 437,546 | |
| Cash paid for interest | 0 | 13,072 | 10,705 | — | — | |
| Cash paid for income taxes | 1,691 | 0 | 0 | — | — | |
| Capitalization of Series B preferred stock dividends | 5,425 | 0 | — | — | — | |
| Capitalization of Series C preferred stock dividends | 1,258 | 0 | — | — | — | |
| Conversion of Series C preferred stock to common stock | 548,534 | 0 | — | — | — | |
| Cashless exercise of B warrants to common stock | 10 | 0 | — | — | — | |
| Dividends accrued on preferred shares | 0 | 59,675 | 0 | 415,523 | 1 | |
| Exchange of indebtedness for common shares | 0 | 2 | 0 | — | — | |
| Exchange of indebtedness for preferred shares | 0 | 930,052 | 0 | — | — | |
| Conversion of preferred stock to common stock | 0 | 129,999 | 0 | 26 | 0 | |
| Issuance of common shares related to restricted stock units | 0 | 216,597 | 0 | — | — | |
| Issuance of commitment shares related to bridge funding | 0 | 33,297 | 175,619 | 0 | — |