Aclarion, Inc.
For the period ended Dec 31, 2025. Filed Mar 18, 2026.
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FY2025 · Filed Mar 18, 2026
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Item 9A. Controls and Procedures
Attestation Report of the Registered Public Accounting Firm
This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm due to an exemption established by the JOBS Act for “emerging growth companies.”
Annual Evaluation of Disclosure Controls and Procedures
We have adopted and maintain disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate to allow timely decisions regarding required disclosure.
As required by Exchange Act Rule 13a-15, our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025, using the criteria established inInternal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
As previously disclosed, management had identified material weaknesses related to limited segregation of duties and insufficient accounting resources to address complex accounting transactions. During fiscal 2025, management implemented remediation measures, including the engagement of external advisory firms to enhance segregation of duties, strengthen oversight of transactions and financial reporting, and provide technical accounting expertise. These additional resources have improved review controls, oversight of financial reporting processes, and accounting for more complex transactions.
In addition, we hired a new Chief Financial Officer who is a Certified Public Accountant with over 20 years of experience serving as a chief financial officer of publicly traded companies. The addition of this experienced financial leadership has strengthened the design, implementation, and oversight of our internal control environment.
Management believes that these remediation efforts have addressed the previously identified material weaknesses. Based on its assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2025.
This Annual Report does not include an attestation report of our independent registered public accounting firm regarding management’s assessment of our internal control over financial reporting pursuant to temporary rules of the SEC.
Changes in Internal Control Over Financial Reporting
During fiscal 2025, we implemented changes in our internal control over financial reporting to remediate previously identified material weaknesses related to limited segregation of duties and insufficient accounting resources to address complex accounting transactions. These changes included the engagement of external advisory firms to enhance segregation of duties, strengthen oversight of transactions and financial reporting, and provide technical accounting expertise.
In addition, we expanded our accounting and finance function and hired a new Chief Financial Officer who is a Certified Public Accountant with over 20 years of experience serving as a chief financial officer of publicly traded companies. These actions were designed to strengthen our control environment, improve segregation of duties, enhance technical accounting capabilities, and improve management oversight of our financial reporting processes.
The remediation measures described above materially affected our internal control over financial reporting and were completed during the year ended December 31, 2025. Other than these remediation activities, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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