Aclarion, Inc.

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”) combined with proprietary signal-processing biomarkers to optimize clinical treatments. The Company was formed in February 2015, incorporated in Delaware, and has its principal place of business in Broomfield, Colorado.

Basis of Presentation

The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnote disclosures required by GAAP for complete financial statements. In the opinion of management, the interim condensed financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. These condensed financial statements should be read in conjunction with the audited financial statements and related notes for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 18, 2026.

The condensed balance sheet as of June 30, 2026, was derived from the audited financial statements as of December 31, 2025. The results of operations for interim periods are not necessarily indicative of results for the full fiscal year or any future period.

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.

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 condensed 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 condensed financial statements for all periods presented to reflect the 2025 Stock Splits.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of condensed financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The condensed financial statements include some amounts that are based on management’s best estimates and judgments. The most significant estimates relate to depreciation, amortization, and valuation of warrants, warrant and derivative liabilities, and options to purchase shares of the Company’s common stock. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant.

Fair Value of Financial Instruments

ASC 820,Fair Value Measurements, provides guidance on the development and disclosure of fair value measurements. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes:

Level 1 - Unadjusted quoted prices in active markets for identical instruments that are accessible by the Company on the measurement date.

Level 2 - Quoted prices in markets that are not active or inputs which are either directly or indirectly observable.

Level 3 - Unobservable inputs for the instrument requiring the development of assumptions by the Company.

The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The carrying values of the Company’s financial instruments including cash equivalents, restricted cash, accounts receivable, and accounts payable are approximately equal to their respective fair values due to the relatively short-term nature of these instruments. The Company’s warrant liabilities are estimated using level 3 inputs (see Note 3).

**Cash and Cash Equivalents **

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company had $602,715 cash deposits and $15,707,747 of cash equivalents at June 30, 2026. The Company had $273,290 cash deposits and $11,767,499 of cash equivalents at December 31, 2025.

The Company maintains cash deposits and cash equivalents at three financial institutions, which are insured by the FDIC up to $250,000. The Company’s cash balance may at times exceed these limits. On June 30, 2026 and December 31, 2025, the Company had $15,810,462 and $11,540,789, respectively, in excess of federally insured limits. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. The Company maintains no international bank accounts. As of June 30, 2026, $25,000 of the Company’s cash was restricted as collateral related to the credit card program offered by our bank.

Accounts Receivable, Less Allowance for Credit Losses

Accounts receivable are recorded at the invoiced amount and presented net of an allowance for expected credit losses. The allowance is based on historical loss experience, receivable aging, current economic conditions, and reasonable and supportable forecasts. The Company reassesses the allowance each reporting period. As of June 30, 2026 and December 31, 2025, the allowance for credit losses was $6,359 and $6,241, respectively.

Property and Equipment

Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the related assets. Computer and office equipment and computer software are depreciated over five years. Repairs and maintenance costs, which are not considered improvements and do not extend the useful life of the property and equipment, are expensed as incurred.

Impairment of Long-Lived Assets

The Company reviews long-lived assets, including intangible assets, property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable using pre-tax undiscounted cash flows. Impairment, if any, is measured as the amount by which the carrying value of a long-lived asset exceeds its fair value.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606,Revenue from Contracts with Customers. Under ASC 606, revenue is recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company applies the following five-step model in determining revenue recognition:

Step 1 – Identify The Contract With A Customer– A contract exists when there is legally enforceable agreement between the Company and the customer that defines each party’s rights regarding the Nociscan report to be transferred and the payment terms, and collection of consideration is probable.

Step 2 – Identify The Performance Obligations In The Contract– The Company contracts with customers contain a single performance obligation: the delivery of a Nociscan report. The Company does not provide ongoing services, post-delivery support, licensing arrangements, or other performance obligations after the report has been delivered.

Step 3 – Determine The Transaction Price– The transaction price is the negotiated consideration specified in the contract for the Nociscan report. Customers do not pay upfront fees, licensing fees, or other additional amounts. To date, the Company’s reports are generally not reimbursable under third-party arrangements, except for three private health insurance providers in the United Kingdom and certain third-party clinical trial users who are using Nociscan as part of their clinical trial protocols.

Step 4 – Allocate The Transaction Price To The Performance Obligations– As each contract contains a single performance obligation, the entire transaction price is allocated to the delivery of the Nociscan report.

Step 5 – Recognize Revenue When (Or As) The Entity Satisfies The Performance Obligations– Revenue is recognized at a point in time when control of the Nociscan report is transferred to the customer, which occurs upon delivery of the report. At that time, the company has fulfilled its performance obligation and has no further obligations to the customer. The Company invoices customers in accordance with the billing schedules set forth in its sales arrangements. Payment terms are generally 30 days from the invoice date.

Sales and Marketing Expenses

Sales and marketing costs are expensed as incurred. The primary drivers of these costs have been employee salaries and benefits, clinical services related to post-clearance activities (including the Clarity clinical study), product marketing consultants, travel and attendance at industry conferences, and other marketing services such as press releases and advertising.

Research and Development Costs

Costs related to the research, design, and development of products are charged to research and development costs as incurred. These costs include employee compensation and benefits, professional services (including contractors and quality system and regulatory consulting), patent maintenance activities, regulatory agency fees, and other expenses such as software subscriptions, product licensing fees, and materials used in research and development activities.

General and Administrative

General and administrative costs are expensed as incurred. These costs primarily consist of personnel and related expenses, including stock-based compensation, investor relations and corporate communications activities, accounting, audit, and other financial advisory services, legal fees relating to intellectual property and corporate matters, corporate and regulatory fees associated with operating as a public company, insurance including directors and officers coverage, information technology, depreciation and amortization, and fees for consulting, human resources, and other professional services.

Liquidity and Capital Resources

As of June 30, 2026, we had cash and cash equivalents and restricted cash of $16,310,462. We believe our existing cash and cash equivalents and restricted cash will be sufficient to fund our operating expenses and capital expenditure requirements for at least twelve months from the date of this report. This estimate is based on assumptions that may prove to be incorrect, and actual results could differ materially. We may require additional capital to support our operations and execute our business strategy. The timing and availability of such financing are uncertain and will depend on a number of factors, including market conditions and our operating performance. If we are unable to obtain additional financing on acceptable terms, or at all, we may be required to delay, reduce, or discontinue certain operating activities, including the commercialization or further development of our SaaS platform.

Deferred Financing Costs

The Company capitalizes certain legal, accounting, and other costs directly attributable to in-process equity financings as deferred offering costs until such financings are completed. Upon completion of an equity financing, these costs are recorded as a reduction of additional paid-in capital of the related offering.

During the six months ended June 30, 2026, the Company completed a registered direct offering of common shares and pre-funded warrants, resulting in aggregate gross proceeds of approximately $10.4 million.

In connection with the closing of the offering during the six months ended June 30, 2026, $698,064 of deferred offering costs were reclassified to additional paid-in capital, of which $671,600 was offset against gross proceeds and $26,464 was paid or accrued.

Share-Based Compensation

The Company accounts for stock-based awards in accordance with provisions of ASC Topic 718,Compensation—Stock Compensation, under which the Company recognizes the grant-date fair value of stock-based awards issued to employees and nonemployee board members as compensation expense on a straight-line basis over the vesting period of the award, while awards containing a performance condition are recognized as expense when the achievement of the performance criteria is achieved. The Company uses the Black-Scholes option pricing model to determine the grant-date fair value of stock options. The Company records expense for forfeitures in the periods they occur.

The exercise or strike price of each option is not less than 100% of the fair market value of the Common Stock subject to the option on the date the option is granted.

The Company issues restricted stock unit awards to employees, nonemployee board members and non-employee consultants who are providing various services. The awards are valued at the market price on the date of the grant. The awards vest over the contract life and based on achievement of targeted performance milestones.

On occasion, the Company grants common stock to compensate vendors for services rendered.

Segment Disclosure

Operating segments are components of an enterprise about which separate financial information is available and is evaluated quarterly, by management, namely the Chief Operating Decision Maker (“CODM”) of an organization, in order to determine operating and resource allocation decisions. By the definition, the Company has identified Brent Ness, Chief Executive Officer, as the CODM.

The Company operates and reports inone segment (“Nociscan segment”) related to the delivery of Nociscan reports. The Company generates revenues, earnings, net income (loss), and cash flows through the single segment by collecting fees from our clients for providing Nociscan reports.

The Company believes that this structure reflects its current operational and financial management, and that it provides the best structure for the Company to focus on growth opportunities while maintaining financial responsibility.

The results of the reportable segment is derived directly from the Company’s management reporting system. The results are based on the Company’s method of internal reporting and are not necessarily in conformity with accounting principles generally accepted in the United States. Management measures the performance of the segment on several metrics, including contribution income (loss). Segment contribution income (loss) includes all product line segment revenue less the related costs of sales, research and development and sales and marketing costs. Contribution income (loss) is used, in part, to evaluate the performance of, and allocate resources to, the segment.

Financial information and annual operating plans and forecasts are prepared and reviewed by the CODM at a segment level. The CODM assesses performance for the Nociscan segment and decides how to better allocate resources based on the segment strategy and net income (losses) that are reported on the Statements of Operations. The Company’s objective in making resource allocation decisions is to optimize the financial results. The accounting policies of our Nociscan segment are the same as those described in the summary of significant accounting policies herein.

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay the adoption of new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period to comply with certain new or revised accounting standards that have different effective dates for public and private companies.

NOTE 3: FAIR VALUE MEASUREMENTS

The Company measures certain financial assets and liabilities at fair value on a recurring basis in accordance with ASC 820,Fair Value Measurement. ASC 820 establishes a three-level hierarchy for fair value measurements based on the transparency of inputs used in valuation techniques. The hierarchy prioritizes observable inputs and minimized the use of unobservable inputs.

The following table presents the Company’s fair value hierarchy for assets and liabilities measured at fair value on a recurring basis:

There were no transfers between Level 1, 2, and 3 during the six months ended June 30, 2026.

The following table presents changes in Level 3 liabilities measures at fair value for the six months ended June 30, 2026. Both observable and unobservable inputs were used to determine the fair value positions that the Company has classified within the Level 3 category.

The fair value of the warrants to purchase shares of common stock was estimated using the following assumptions:

NOTE 4. RECENT ACCOUNTING PRONOUNCEMENTS

Accounting Pronouncements Recently Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances income tax disclosure requirements, including disaggregation of income taxes paid by jurisdiction. The Company adopted ASU 2023-09 effective January 1, 2025 on a retrospective basis. The adoption did not have a material impact on the Company’s condensed financial statements, as the guidance relates to disclosures only.

In January 2026, the Company adopted ASU 2024-04,Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, and ASU 2025-05,Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The adoption of these standards did not have a material impact on the Company’s condensed financial statements.

Accounting Pronouncements Not Yet Effective

In November 2024, the FASB issued ASU 2024-03,Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which expands disclosure requirements for certain expenses. In January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its condensed financial statement disclosures.

In 2025, the FASB issued ASU 2025-12,Codification Improvements, which provides technical corrections and clarifications. The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on its condensed financial statements.

In 2025, the FASB issued ASU 2025-11,Interim Reporting (Topic 270): Improvements to Interim Disclosure Requirements, which clarifies certain interim reporting requirements. The guidance is effective for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of this standard on its interim financial statement disclosures.

No other recently issued accounting pronouncements are expected to have a material impact on the Company’s condensed financial statements.

NOTE 5. REVENUE

Contract Balances

The timing of revenue recognition, billings, and cash collections may result in trade, unbilled receivables, and deferred revenues on the balance sheets. At times, revenue recognition may occur before the billing, resulting in an unbilled receivable, which would represent a contract asset. The contract asset would be a component of accounts receivable and other assets for the current and non-current portions, respectively. In the event the Company receives advances or deposits from customers before revenue is recognized, this would result in a contract liability.

As of June 30, 2026, the Company hadno contract assets. The Company's contract liability (deferred revenue) balance was $13,597 as of June 30, 2026 and $1,900 as of December 31, 2025.

**NOTE 6. SUPPLEMENTAL FINANCIAL INFORMATION **

Balance Sheets

Accounts receivable, net

Prepaids expenses:

Accounts payable:

Accrued and other liabilities:

NOTE 7. LEASES

The Company did not enter into any lease arrangements during the six months ended June 30, 2026 and 2025 and had no lease liabilities as of June 30, 2026 and December 31, 2025.

NOTE 8. PROPERTY, PLANT, AND EQUIPMENT

The Company’s property and equipment are as follows:

Depreciation expense related to property and equipment were $1,447 and $466 for the three months ended June 30, 2026 and 2025, respectively. Depreciation expense related to property and equipment were $2,744 and $871 for the six months ended June 30, 2026 and 2025, respectively.

Future depreciation and amortization of property, equipment, and software is as follows:

NOTE 9. INTANGIBLE ASSETS

The Company’s intangible assets are as follows:

Patents and licenses costs are accounted for as intangible assets and amortized over the life of the patent or license agreement and charged to research and development.

Amortization expense related to purchased intangible assets was $60,422 and $53,449 for the three months ended June 30, 2026 and 2025, respectively. Amortization expense related to purchased intangible assets was $120,034 and $108,211 for the six months ended June 30, 2026 and 2025, respectively.

Patents and trademarks are reviewed for impairment at least annually, or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. No impairment was recognized for the six months ended June 30, 2026 and 2025.

Future amortization of intangible assets is as follows:

NOTE 10. COMMITMENTS AND CONTINGENCIES

Royalty Agreement

The Company has an exclusive license agreement with the Regents of the University of California to make, use, sell and otherwise distribute products under certain of the Regents of the University of California’s patents anywhere in the world. The Company is obligated to pay a minimum annual royalty of $50,000, and an earned royalty of 4% (subject to reduction to a minimum of 2% of net sales, in the event the Company pays a royalty on revenues to a third party) of net sales. The minimum annual royalty will be applied against the earned royalty due for the calendar year in which the minimum payment was made. The license agreements expire upon expiration of the patents and may be terminated earlier if the Company elects. The licensed patents that are currently issued expire between 2026 and 2037, without considering any possible patent term adjustment or extensions and assuming payment of all appropriate maintenance, renewal, annuity, or other governmental fees.

The Company recorded royalty costs of $12,500 for the three months ended June 30, 2026, and 2025, respectively, and $25,000 for the six months ended June 30, 2026, and 2025, respectively, as Cost of Revenue.

Litigation

From time to time, we are involved in various disputes, claims, suits, investigations, and legal proceedings arising in the ordinary course of business. We believe that the resolution of current pending legal matters will not have a material adverse effect on our business, financial condition, results of operations or cash flows. Nonetheless, we cannot predict the outcome of these proceedings, as legal matters are subject to inherent uncertainties, and there exists the possibility that the ultimate resolution of these matters could have a material adverse effect on our business, financial condition, results of operations or cash flows. If any legal proceeding occurs, the Company would record a provision for a loss when it believes that it is both probable that a loss has been incurred, and the amount can be reasonably estimated.

In March 2025 we paid $687,500 to settle a dispute under the “fee tail” provision of an investment banking agreement that the Company had previously entered into. This payment was partially offset by a $15,000 favorable accounts payable settlement, resulting in penalties and settlements expense of $672,500 for the six months ended June 30, 2025. There wereno penalties or settlements paid in the six months ended June 30, 2026.

NOTE 11. STOCKHOLDERS’ EQUITY

The Company is authorized to issue 220,000,000 shares of capital stock, consisting of 200,000,000 shares of common stock and 20,000,000 shares of preferred stock, each with a par value of $0.00001 per share. The rights and preferences of these securities are described in the Company’s Amended and Restated Certificate of Incorporation.

2024 Public Offering

On February 27, 2024, the Company completed a public offering for gross proceeds of approximately $3.0 million, before offering expenses. Each unit consisted of (i) one share of common stock or one pre-funded warrant in lieu thereof, and (ii) two common warrants, each exercisable for one share of common stock. The common warrants are exercisable at $5,246.10 per share and expire five years from issuance. Pre-funded warrants are exercisable at a nominal price and do not expire until exercised.

As of June 30, 2026, substantially all pre-funded warrants had been exercised, and an immaterial number remain outstanding.

Subscription Agreements

In August 2024, the Company entered into subscription agreements with institutional and accredited investors pursuant to which it issued an aggregate of 202 shares of common stock at a price of $2,623.05 per share, for total gross proceeds of approximately $522,000. No placement agent fees or commissions were incurred.

In connection with a portion of these agreements, the Company issued warrants to purchase up to 44 shares of common stock. The warrants became exercisable on February 27, 2025, have a five-year term, and had an initial exercise price of $2,623.05 per share. On September 30, 2024, the exercise price was adjusted to $1,591.02 per share in connection with the issuance of Series C Preferred Stock. All share and per share amounts have been retroactively adjusted to reflect the 2025 stock splits.

Issuances of Preferred Stock

Series B Preferred Stock

In August 2024, the Company issued Series B convertible preferred stock in exchange for outstanding indebtedness. The Series B Preferred Stock was convertible into common stock at a conversion price of $2,116.53 per share and accrued dividends at 10% per annum.

On January 22, 2025, the Company redeemed all outstanding Series B Preferred Stock and related accrued dividends for approximately $1.2 million. No Series B Preferred Stock was outstanding as of June 30, 2026 or December 31, 2025.

Series C Preferred Stock Financing

In September 2024, the Company issued 1,000 shares of Series C convertible preferred stock for gross proceeds of $1.0 million. The Series C Preferred Stock was convertible into common stock at a conversion price of $1,591.02 per share. In connection with the financing, the Company also issued warrants to purchase 629 shares of common stock at an initial exercise price of $1,591.02 per share with a 5.5-year term.

During the fourth quarter of 2024 and the three months ended March 31, 2025, all Series C Preferred Stock and related accrued dividends were converted into common stock. In addition, during the three months ended March 31, 2025, all related warrants were exercised, resulting in proceeds of approximately $0.3 million.

No Series C Preferred Stock or related warrants were outstanding as of June 30, 2026 or December 31, 2025.

January 2025 Registered Direct Public Offerings

In January 2025, the Company completed two registered direct offerings of its common stock for aggregate net proceeds of approximately $4.9 million.

On January 3, 2025, the Company sold 374 shares of common stock at a price of $1,284.39 per share, resulting in net proceeds of approximately $0.5 million. On January 30, 2025, the Company completed a second registered direct offering, selling shares of its common stock at a price of $249.75 per share, for net proceeds of approximately $4.4 million.

Units Offering of Common Shares and Warrants

On January 15, 2025, the Company completed an underwritten public offering consisting of common stock, pre-funded warrants, and Series A and Series B common warrants for net proceeds of approximately $13.4 million. Each unit included one share of common stock (or a pre-funded warrant in lieu thereof) and accompanying Series A and Series B common warrants. The offering price was $904.50 per unit.

The Company granted the underwriter an over-allotment option to purchase additional warrants, which was exercised in full.

The pre-funded warrants were exercisable at a nominal price and were fully exercised as of March 31, 2025. The Series A and Series B common warrants are exercisable at $180.90 per share and became exercisable upon stockholder approval. The Series A common warrants expire five years from the initial exercise date, and the Series B common warrants expire two and one-half years from the initial exercise date. All share and per share amounts have been retroactively adjusted to reflect the 2025 Stock Splits.

Approval of A and B Warrant Shares

On March 5, 2025, the Company’s stockholders approved the issuance of shares of common stock upon exercise of the Series A and Series B common warrants. Following such approval, holders of Series B warrants exercised substantially all outstanding warrants, primarily through the alternative cashless exercise (“ACE”) feature, resulting in the issuance of approximately 544,000 shares of common stock. All share amounts have been retroactively adjusted to reflect the 2025 Stock Splits.

No Series A warrants had been exercised as of June 30, 2026.

October 2025 Registered Direct Public Offering

In October 2025, the Company completed a registered direct offering consisting of 64,000 shares of common stock and pre-funded warrants to purchase up to 236,000 shares of common stock at an offering price of $8.36 per share, for gross proceeds of approximately $2.5 million, before deducting fees and expenses.

The pre-funded warrants were immediately exercisable at a nominal exercise price and were subject to customary beneficial ownership limitations.

As of December 31, 2025,28,000 pre-funded warrants remained outstanding, all of which were exercised on January 8, 2026.

No pre-funded warrants related to this offering were outstanding as of June 30, 2026.

January 2026 Registered Direct Public Offering

On January 9, 2026, the Company completed a registered direct public offering of (i)200,000 shares of the Company’s common stock, and (ii) pre-funded warrants (the “Pre-funded Warrants”) to purchase up to 1,800,000 shares of common stock, at an offering price of $5.18 per share. The purchase price of each Pre-funded Warrant was $5.17999, which represents the offering price per share of common stock, minus the exercise price of $.00001 per share.

The Pre-funded Warrants are immediately exercisable. A holder of Pre-funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than either 4.99% or 9.99% of the number of shares of the common stock outstanding immediately after giving effect to such exercise. A holder of Pre-funded Warrants may increase or decrease this percentage not in excess of 9.99% by providing at least 61 days’ prior notice to the Company.

The aggregate gross proceeds to the Company from this offering were approximately $10.4 million, before deducting placement agent fees of 6% of the aggregate gross proceeds and other offering expenses payable by the Company.

As of June 30, 2026,1,379,879 Pre-funded Warrants have been exercised, and 420,121 Pre-funded Warrants remain unexercised and outstanding. Subsequent to June 30, 2026 and through filing date, the remaining 420,121 Pre-funded Warrants were exercised in full, resulting in the issuance of 420,121 shares of common stock. As of the filing date, no Pre-funded Warrants remain outstanding.

Stockholder Rights Agreement

On March 19, 2026, the Company’s board of directors adopted a stockholder rights agreement and declared a dividend of one right (each, a “Right”) for each outstanding share of our common stock to stockholders of record at the close of business on March 30, 2026. Each Right entitles its holder, subject to the terms of the Rights Agreement (as defined below), to purchase from the Company one one-thousandth of a share of Series D Junior Participating Preferred Stock, par value $0.00001 per share, of the Company at an exercise price of $14.00 per Right, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement, dated as of March 19, 2026 (the “Rights Agreement”), by and between the Company and VStock Transfer, LLC, as rights agent. Subject to certain exceptions, Rights become exercisable and trade separately from our common stock only upon the earlier of (i) the close of business on the tenth business day following the public announcement of an Acquiring Person (as defined in the Rights Agreement) beneficially owning 10% or more of our common stock, and (ii) the close of business on the tenth business day after the commencement of a tender offer or exchange offer that, if consummated, would result in a person or group becoming an Acquiring Person. The Rights will expire on March 18, 2027, unless such Rights are earlier redeemed, exchanged or terminated, as provided in the Rights Agreement.

The Rights Agreement is intended to reduce the likelihood that any entity, person or group is able to gain control of the Company through open market accumulation without paying all stockholders an appropriate control premium or providing the board of directors sufficient opportunity to make informed judgments and take actions that are in the best interests of the Company and all stockholders. The Rights Agreement is not intended to interfere with any merger or other business combination approved by the board of directors.

2026 Stock Repurchase Program

The board of directors of the Company approved a share repurchase program in April 2026. Under the share repurchase program, the Company may repurchase up to $2.5 million in value of the Company’s outstanding shares of common stock from time to time over the next 12 months. The Company may buy back its common stock from time to time, in amounts, at prices, and at such times as the Company deems appropriate, subject to market conditions, pursuant to Rule 10b-18 of the Securities Exchange Act of 1934, as amended, and federal and state laws governing such transactions, through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades, accelerated share repurchase transactions, purchases through 10b5-1 trading plans, or by any combination of such methods. The share repurchase program does not oblige the Company to acquire any specific number of shares and may be modified, discontinued, or suspended at any time. As of June 30, 2026 the Company had not purchased any shares under this plan.

Warrants

The following table summarizes the Company’s outstanding warrants as of June 30, 2026. The warrants and related strike prices have been adjusted to reflect the 2025 Stock Splits:

NOTE 12. NET LOSS PER SHARE OF COMMON STOCK

Basic and diluted net loss per share is computed by dividing net loss attributable to stockholders by the weighted average number shares of common stock outstanding during the period and shares issuable for vested restricted stock units. Potentially dilutive outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for loss periods presented because including them would have been antidilutive.

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share attributable to stockholders follows:

The following outstanding potentially dilutive securities were excluded from the weighted average calculation of dilutive loss per share attributable to common stockholders because their impact would have been antidilutive for the period presented:

NOTE 13. STOCK BASED COMPENSATION

2022 Aclarion Equity Incentive Plan

The Company’s 2022 Equity Incentive Plan (the “2022 Plan”) became effective on April 21, 2022. The compensation committee of the Board of Directors administers the 2022 Plan.

The 2022 Plan provides for an annual automatic increase in the number of shares available for issuance on January 1 of each year through 2032, equal to 5% of the Company’s outstanding capital stock as of the preceding December 31, unless the Board determines otherwise.

Pursuant to the 2022 Plan’s automatic annual increase provision, the number of shares available for issuance increased by 68 shares on January 1, 2025, resulting in a total share reserve of 256 shares. On January 1, 2026, the share reserve increased by an additional 42,718 shares, resulting in 42,974 shares available for future grants under the 2022 Plan.

During the three months ended June 30, 2026, the Company’s stockholders approved an amendment to the 2022 Plan increasing the aggregate number of shares authorized for issuance under the Plan by 457,026 shares, from 42,974 shares to 500,000 shares.

Awards granted under the 2022 Plan may include incentive stock options and restricted stock awards. Stock options may be classified as either incentive stock options or nonqualified stock options, generally have contractual terms of up to ten years, and vest in accordance with the terms specified in the applicable award agreements.

On June 11, 2026, the Compensation Committee approved grants of an aggregate of 499,000 Restricted Stock Units (“RSUs”) under the Company’s amended 2022 Equity Incentive Plan to executive officers, employees, consultants, and non-employee directors. The RSUs vest in full on June 1, 2027, subject to each recipient’s continued service through the vesting date, and provide for accelerated vesting upon a qualifying Change in Control.

As of June 30, 2026,996 shares remained available for future grants under the 2022 Plan, reflecting the 500,000 shares authorized less the 499,000 RSUs granted on June 11, 2026 and 4 shares underlying stock options granted in 2022 and 2023.

No stock options were granted under the 2022 Plan during the six months ended June 30, 2026 or 2025.

All share amounts presented herein have been retroactively adjusted to reflect the Company’s 2025 reverse stock splits.

Inducement Grants Outside the 2022 Plan

On September 2, 2025, the Company granted a stock option to its incoming Chief Financial Officer, Gregory Gould, as an inducement award in accordance with Nasdaq Listing Rule 5635(c)(4). The award was granted outside of the Company’s 2022 Equity Incentive Plan (the “2022 Plan”), but otherwise substantially mirrors the terms and conditions of the 2022 Plan. The option provides for the purchase of 17,000 shares of the Company’s common stock at an exercise price of $7.15 per share, equal to the fair market value on the grant date. The option vests over a four-year service period and expires on September 2, 2035.

On May 5, 2026, the Company granted a second inducement award to Dan Keefe, Commercial Director–West, in connection with the commencement of his employment, also in accordance with Nasdaq Listing Rule 5635(c)(4). The award, which was granted outside of the 2022 Plan, provides for a nonqualified stock option to purchase 17,000 shares of the Company’s common stock at an exercise price of $3.20 per share, equal to the closing market price on the grant date. The option vests over four years, with 25% vesting on the first anniversary of the vesting commencement date and the remaining 75% vesting in equal monthly installments over the following 36 months, subject to continued service. The option expires on May 5, 2036.

The Company accounts for both inducement awards in accordance with ASC 718,Compensation—Stock Compensation. Because these awards were granted outside of the 2022 Plan, they do not reduce the shares available for future issuance under the Plan.

Determining Fair Value of Stock Options

The fair value of each grant of stock options was determined by the Company using the methods and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment to determine.

Valuation and Amortization Method—The Company estimates the fair value of its stock options using the Black-Scholes-Merton option-pricing model. This fair value is then amortized over the requisite service periods of the awards.

Expected Term—The Company estimates the expected term of stock option by taking the average of the vesting term and the contractual term of the option, as illustrated by the simplified method.

Expected Volatility—The expected volatility is derived from the Company’s expectations of future market volatility over the expected term of the options.

Risk-Free Interest Rate—The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of grant, for a term consistent with the expected term of the award.

Dividend Yield—The dividend yield assumption is based on the Company’s history and expectation of no dividend payouts.

Stock Award Activity

A summary of option activity under the Company’s 2015 and 2022 incentive plans are as follows:

The aggregate intrinsic value of options outstanding at June 30, 2026 is $0. The aggregate intrinsic value of vested and exercisable options at June 30, 2026 is $0.

A summary of inducement option activity outside of the Company’s 2015 and 2022 incentive plans are as follows:

During the three and six months ended June 30, 2026, the Company recognized $12,128 and $16,822, respectively, of stock-based compensation expense related to stock options. During the three and six months ended June 30, 2025, the Company recognized $28,360 and $84,257, respectively, of stock-based compensation expense related to stock options.

As of June 30, 2026, there was approximately $145,720 of total unrecognized compensation cost related to non-vested stock options.

Restricted Stock Units

On June 11, 2026, the Compensation Committee approved grants of an aggregate of 499,000 Restricted Stock Units (“RSUs”) under the Company’s amended 2022 Equity Incentive Plan to executive officers, employees, consultants, and non-employee directors. The RSUs vest in full on June 1, 2027, subject to each recipient’s continued service through the vesting date, and provide for accelerated vesting upon a qualifying Change in Control.

A summary of restricted stock units activity is as follows:

During the three and six months ended June 30, 2026, the Company recognized $89,989 of stock-based compensation expense related to RSUs. No stock-based compensation expense related to RSUs was recognized during the three and six months ended June 30, 2025, as no RSUs were outstanding.

As of June 30, 2026, total unrecognized compensation cost related to nonvested RSUs was $1,511,801, which is expected to be recognized over a weighted-average period of approximately 0.92 years. There wasno unrecognized compensation cost related to nonvested RSUs as of December 31, 2025.

Stock-based Compensation Expense

The following table summarizes the total stock-based compensation expense included in the Company’s statements of operations for the periods presented:

NOTE 14. SUBSEQUENT EVENTS

The Company evaluated subsequent events through August 06, 2026, the date the condensed financial statements were available to be issued, and concluded that no events have occurred that require adjustment to or disclosure in the accompanying condensed financial statements.