UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2022~~March 31, 2023

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from________ to ___________

Commission File No. 000-54090

CAREVIEW COMMUNICATIONS, INC.

~~(Exact~~ (Exact name of registrant as specified in its charter)

Nevada

95-4659068

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

405 State Highway 121, Suite B-240, Lewisville, TX 75067

(Address of principal executive ~~offices)~~offices

(972) 943-6050

(Registrant’s telephone ~~number)~~number

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class		Trading Symbol		Name of each exchange on which registered

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☑	Smaller reporting company	☑
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The number of shares outstanding of each of the issuer’s classes of Common Stock as of ~~August 12, 2022~~May 31, 2023 was ~~139,380,748~~421,880,748.

~~CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES~~

~~INDEX~~

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES
INDEX

			Page
PART I - FINANCIAL INFORMATION

	Item. 1	Financial Statements

		Condensed Consolidated Balance Sheets as of ~~June 30, 2022~~March 31, 2023 (Unaudited) and December 31, ~~2021~~2022	3

		Condensed Consolidated Statements of Operations for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~ (Unaudited)	4

		Condensed Consolidated Statements of Changes in Equity for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~ (Unaudited)	5

		Condensed Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~ (Unaudited)	6

		Notes to the Condensed Consolidated Financial Statements	7

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2426

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3335

	Item 4.	Controls and Procedures	3335

PART II - OTHER INFORMATION

	Item 1.	Legal Proceedings	3537

	Item 1A.	Risk Factors	3537

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3537

	Item 3.	Defaults Upon Senior Securities	3537

	Item 4.	Mine Safety Disclosures	37

	Item 4.5.	~~Mine Safety Disclosures~~Other Information	3537

	Item 5.6.	~~Other Information~~Exhibits	3538

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


	March 31,
	2023			December 31,
	(unaudited)			2022
ASSETS
Current Assets:
Cash and cash equivalents	$	441,973		$	520,166
Accounts receivable		1,351,842			948,328
Inventory		285,732			301,446
Other current assets		75,909			71,020
Total current assets		2,155,456			1,840,960

Property and equipment, net		540,050			642,559

Intangible assets, net		760,226			820,106
Operating lease asset		401,066			434,330
Other assets, net		179,786			209,649
Total assets	$	4,036,584		$	3,947,604


LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	702,490		$	650,796
Notes payable		20,000,000			20,000,000
Notes payable - related parties		700,000			700,000
Convertible notes payable, related parties		18,000,000			42,394,168
Convertible notes payable, non-related parties		—			1,805,832
Operating lease liability		178,882			175,520
Other current liabilities		15,914,266			14,553,277
Total current liabilities		55,495,638			80,279,593

Long-term Liabilities:
Operating lease liability, less current portion		266,386			305,259
Other liability		19,841			23,481
Total long-term liabilities		286,227			328,740
Total liabilities		55,781,865			80,608,333

Commitments and Contingencies (Note 13)

Stockholders’ Deficit:
Common stock - par value $0.001; 500,000,000 shares authorized; 403,880,748 and 141,880,748 issued and outstanding, respectively		403,881			141,881
Additional paid in capital		153,130,315			127,130,055
Accumulated deficit		(205,279,477	)		(203,932,665	)
Total stockholders’ deficit		(51,745,281	)		(76,660,729	)
Total liabilities and stockholders’ deficit	$	4,036,584		$	3,947,604

The accompanying footnotes are an integral part of these consolidated financial statements.

CAREVIEW COMMUNICATIONS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

(Unaudited)


	Three Months Ended
	March 31, 2023			March 31, 2022
Revenues
Subscription-based lease		1,217,497			1,307,863
Sales-based equipment package		136,296			817,012
Sales-based software bundle		428,466			194,154
Total Revenue		1,782,259			2,319,029

Operating expenses:
Cost of equipment		31,934			117,598
Network operations		705,042			737,476
General and administration		697,766			939,248
Sales and marketing		168,419			189,216
Research and development		518,632			497,252
Depreciation and amortization		176,831			161,463
Total operating expense		2,298,624			2,642,253

Operating loss		(516,365	)		(323,224	)

Other income and (expense)
Interest expense		(831,334	)		(2,021,784	)
Interest income		887			—
Total other income (expense)		(830,447	)		(2,021,784	)

Loss before taxes		(1,346,812	)		(2,345,008	)

Provision for income taxes		—			—

Net loss	$	(1,346,812	)	$	(2,345,008	)

Net loss per share	$	(0.01	)	$	(0.02	)

Weighted average number of common shares outstanding, basic, and diluted		144,791,859			141,880,748

The accompanying footnotes are an integral part of these consolidated financial statements.

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

(Unaudited)


					Additional
	Common Stock				Paid in		Accumulated
	Shares		Amount		Capital		Deficit			Total

Balance, December 31, 2021		139,380,748	$	139,381	$	85,052,367	$	(197,890,046	)	$	(112,698,298	)
Issuance of warrants to purchase common stock		—		—		240,000		—			240,000
Options granted as compensation		—		—		55,847		—			55,847
Net loss		—		—		—		(2,345,008	)		(2,345,008	)

Balance, March 31, 2022		139,380,748	$	139,381	$	85,348,214	$	(200,235,054	)	$	(114,747,459	)

Balance, December 31, 2022		141,880,748	$	141,881	$	127,130,055	$	(203,932,665	)	$	(76,660,729	)
Options granted as compensation		—		—		62,260		—			62,260
Debt to equity conversion at $0.10		262,000,000		262,000		25,938,000		—			26,200,000
Net loss		—		—		—		(1,346,812	)		(1,346,812	)

Balance, March 31, 2023		403,880,748	$	403,881	$	153,130,315	$	(205,279,477	)	$	(51,745,281	)

The accompanying footnotes are an integral part of these consolidated financial statements.

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022
(Unaudited)


	~~Item 6.~~	~~Exhibits~~	35

~~CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~

June 30,
2022 December 31,
(unaudited) 2021
ASSETS
Current Assets:
Cash and cash equivalents $ 503,080 $ 659,228
Accounts receivable 752,951 933,200
Inventory 460,542 349,216
Other current assets 95,211 235,521
Total current assets 1,811,784 2,177,165
Property and equipment, net 874,785 1,138,891
Other Assets:
Intangible assets, net 938,886 910,398
Operating lease asset 497,059 555,150
Other assets, net 270,140 299,563
Total other assets 1,706,085 1,765,111
Total assets $ 4,392,654 $ 5,081,167

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable $ 568,631 $ 414,333
Notes payable 20,000,000 20,013,786
Notes payable - related parties 700,000 700,000
Senior secured notes - related parties, net of debt discount and debt costs of $284,311 and $307,832 respectively 56,325,824 56,302,303
Operating lease liability 169,179 162,470
Other current liabilities 13,352,560 11,740,218
Total current liabilities 91,116,194 89,333,110

Long-term Liabilities:
Senior secured convertible notes - related parties; net of debt discount and debt costs of $2,120,019 and $2,979,569, respectively 26,166,738 24,302,135
Senior secured convertible notes, net of debt discount and debt costs of $209,952 and $293,349, respectively 3,891,381 3,661,617
Operating lease liability 378,821 445,033
Other liability, truck 30,525 37,570
Total long-term liabilities 30,467,465 28,446,355
Total liabilities 121,583,659 117,779,465

Commitments and Contingencies (Note 13)

Stockholders’ Deficit:
Preferred stock - par value $0.001; 20,000,000 shares authorized; 0 shares issued and outstanding — —
Common stock - par value $0.001; 500,000,000 shares authorized; 139,380,748 issued and outstanding 139,381 139,381
Additional paid in capital 85,406,577 85,052,367
Accumulated deficit (202,736,963 ) (197,890,046 )
Total stockholders’ deficit (117,191,005 ) (112,698,298 )
Total liabilities and stockholders’ deficit $ 4,392,654 $ 5,081,167


	Three Months Ended
	March 31, 2023			March 31, 2022

CASH FLOWS FROM OPERATING ACTIVITES
Net loss	$	(1,346,812	)	$	(2,345,008	)
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities:
Depreciation		102,509			134,940
Amortization of intangible assets		59,879			14,451
Amortization of debt discount		—			166,760
Amortization of deferred installation costs		14,443			12,072
Non-cash lease expense		33,265			28,499
Interest incurred and paid in kind		—			806,728
Stock based compensation related to options granted		62,260			295,847
Changes in operating assets and liabilities:
Accounts receivable		(403,515	)		(157,794	)
Inventory		15,714			79,299
Other current assets		(4,888	)		113,138
Other assets		15,420			4,099
Accounts payable		51,694			39,536
Accrued Interest		802,125			688,005
Other current liabilities		558,863			327,529
Operating lease liability		(35,511	)		(29,205	)
Net cash flows provided by (used in) operating activities		(74,554	)		178,896

CASH FLOWS FROM INVESTING ACTIVITIES
Patent, trademark, and other intangible asset costs		—			(56,110	)
Net cash flows used in investing activities		—			(56,110	)

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of notes payable		—			(13,785	)
Payments of other long term liabilities		(3,639	)		(3,522	)
Net cash flows used in financing activities		(3,639	)		(17,307	)

Increase (decrease) in cash		(78,193	)		105,479
Cash, cash equivalents and restricted cash, beginning of period		520,166			659,228
Cash, cash equivalents and restricted cash, end of period	$	441,973		$	764,707

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITES
Replacement Notes conversion to equity at $0.10 per share	$	26,200,000			—

The accompanying footnotes are an integral part of these ~~condensed~~ consolidated financial statements.

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021~~

~~(Unaudited)~~

Three Months Ended Six Months Ended
June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021
Revenues
Subscription-based lease $ 1,329,883 $ 1,352,140 $ 2,634,866 $ 2,702,182
Sales-based equipment package — 34,780 807,323 1,014,756
Sales-based software bundle 366,853 158,212 573,576 193,077
Total revenue 1,696,736 1,545,132 4,015,765 3,910,015

Operating expenses:
Cost of equipment — — 117,597 43,799
Network operations 609,507 671,678 1,346,983 1,393,245
General and administration 876,991 903,365 1,816,240 1,627,108
Sales and marketing 141,752 135,736 330,968 236,334
Research and development 450,292 401,255 947,544 787,335
Depreciation and amortization 151,490 162,393 312,953 325,213
Total operating expense 2,230,032 2,274,427 4,872,285 4,413,034

Operating (loss) (533,296 ) (729,295 ) (856,520 ) (503,019 )

Other income and (expense) ��
Interest expense (1,968,667 ) (2,289,454 ) (3,990,451 ) (5,003,301 )
Interest income 54 57 54 106
Other income — (1,333 ) — (1,063 )
Total other expense (1,968,613 ) (2,290,730 ) (3,990,397 ) (5,004,258 )

Loss before taxes (2,501,909 ) (3,020,025 ) (4,846,917 ) (5,507,277 )

Provision for income taxes — — — —

Net loss $ (2,501,909 ) $ (3,020,025 ) $ (4,846,917 ) $ (5,507,277 )

Net loss per share $ (0.02 ) $ (0.02 ) $ (0.03 ) $ (0.04 )

Weighted average number of common shares outstanding, basic, and diluted 139,380,748 139,380,748 139,380,748 139,380,748

~~The accompanying footnotes are an integral part of these condensed consolidated financial statements.~~

~~CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY~~

~~FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021~~

~~(Unaudited)~~

Additional
Common Stock Paid in Accumulated
Shares Amount Capital Deficit Total

Balance, December 31, 2020 139,380,748 $ 139,381 $ 84,409,372 $ (187,809,683 ) $ (103,260,930 )
Options granted as compensation — — 52,878 — 52,878
Net loss — — — (2,487,251 ) (2,487,251 )

Balance, March 31, 2021 139,380,748 $ 139,381 $ 84,462,250 $ (190,296,938 ) $ (105,695,307 )
Options granted as compensation — — 54,605 — 54,605
Issuance of warrants to purchase common stock — — 420,000 — 420,000
Net loss — — — (3,020,025 ) (3,020,025 )

Balance, June 30, 2021 139,380,748 $ 139,381 $ 84,936,855 $ (193,316,963 ) $ (108,240,727 )

Balance, December 31, 2021 139,380,748 $ 139,381 $ 85,052,367 $ (197,890,046 ) $ (112,698,298 )
Issuance of warrants to purchase common stock — — 240,000 — 240,000
Options granted as compensation — — 55,847 — 55,847
Net loss — — — (2,345,008 ) (2,345,008 )

Balance, March 31, 2022 139,380,748 $ 139,381 $ 85,348,214 $ (200,235,054 ) $ (114,747,459 )
Options granted as compensation — — 58,363 — 58,363
Net loss — — — (2,501,909 ) (2,501,909 )

Balance, June 30, 2022 139,380,748 $ 139,381 $ 85,406,577 $ (202,736,963 ) $ (117,191,005 )

~~The accompanying footnotes are an integral part of these condensed consolidated financial statements.~~

~~CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021~~

~~(Unaudited)~~

Six Months Ended
June 30, 2022 June 30, 2021

CASH FLOWS FROM OPERATING ACTIVITES
Net loss $ (4,846,917 ) $ (5,507,277 )
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation 264,106 293,095
Amortization of intangible assets 27,622 27,369
Amortization of debt discount 495,837 1,477,652
Amortization of deferred installation costs 21,225 16,506
Amortization of deferred debt issuance and debt financing costs — 25,420
Non-cash lease expense 58,092 1,577
Interest incurred and paid in kind 1,622,052 1,462,564
Stock based compensation related to options granted and warrants issued 354,210 527,483
Changes in operating assets and liabilities:
Accounts receivable 180,249 170,210
Inventory (111,326 ) (2,435 )
Other current assets 140,310 (138,690 )
Patent license 8,197 8,194
Accounts payable 154,298 (198,467 )
Accrued Interest 1,490,131 1,619,164
Other current liabilities 62,706 441,103
Net cash flows provided by (used in) operating activities (79,208 ) 223,468

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment — (39,115 )
Patent, trademark, and other intangible asset costs (56,110 ) (14,727 )
Net cash flows used in investing activities (56,110 ) (53,842 )

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of notes payable (20,830 ) (100,000 )
Net cash flows provided by (used in) financing activities (20,830 ) (100,000 )

Increase (decrease) in cash (156,148 ) 69,626
Cash and cash equivalents, beginning of period 659,228 357,950
Cash and cash equivalents and restricted cash, end of period $ 503,080 $ 427,576

~~The accompanying footnotes are an integral part of these condensed consolidated financial statements.~~

~~CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES~~

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Interim Financial Statements

The accompanying unaudited interim condensed consolidated financial statements of CareView Communications, Inc. (“CareView”, the “Company”, “we”, “us” or “our”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The balance sheet at December 31, ~~2021~~2022 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Results of operations for interim periods are not necessarily indicative of results for the full year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022 as filed with the SEC on ~~March 31, 2022.~~May 26, 2023.

Revenue Recognition

We recognize revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606 (“ASC ~~606"~~606”). For our subscription service contracts, we have employed the practical expedient discussed in ASC 606-10-55-18 related to invoicing as we have the right to consideration from our customers in the amount that corresponds directly with the value to the customer of our performance completed to date and therefore, we recognize revenue upon invoicing as further discussed below.

In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation. For those customers for which we are required to collect sales taxes, we record such sales taxes on a net basis which has no effect on the amount of revenue or expenses recognized as the sales taxes are a flow through to the taxing authority.

We enter into contracts with customers that may provide multiple combinations of our products, software solutions, and other related services, which are generally capable of being distinct and accounted for as separate performance obligations. Performance obligations that are not distinct at contract inception are combined.

Customer contract fulfillment typically involves multiple procurement promises, which may include various equipment, software subscription, project-related installation and training services, and support. We allocate the transaction price to each performance ~~obligations~~obligation based on estimated relative standalone selling price. Revenue is then recognized for each performance obligation upon transferring control of the hardware, software, and services to the customer anand in an amount that reflects the consideration we expect to receive and the estimated benefit the customer receives over the term of the contract.

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Generally, we recognize revenue under each of our performance obligations as follows:

●

Subscription services – We recognize subscription revenues monthly over the contracted license period.

●

Equipment packages ~~related to sales-based contracts~~ – We recognize equipment revenues when control of the devices has been transferred to the client (“point in time”).

●

Software bundle and related services related to sales-based contracts – We recognize our software subscription, installation, training, and other services on a straight-line basis over the estimated contracted license period (“over time”).

Disaggregation of Revenue

The following presents gross revenues disaggregated by our business models:

	Six Months Ended June 30,				Three Months Ended March 31,
	2022		2021		2023		2022
Sales-based contract revenue
Equipment package, net (point in time)	$	807,323	$	1,014,756	$	136,296	$	817,012
Software bundle (over time)		573,576		193,077		428,466		194,154
Total sales-based contract revenue		1,380,899		1,207,833		564,762		1,011,166

Subscription-based lease revenue		2,634,866		2,702,182		1,217,497		1,307,863
Gross revenue	$	4,015,765	$	3,910,015	$	1,782,259	$	2,319,029

Contract Liabilities

Our subscription-based contracts payment arrangements are required to be paid monthly which are recognized into revenue when received. Some customers ~~chose~~choose to pay their subscription fee in advance. Customer payments received in advance of satisfaction of the related performance obligations are deferred as contract liabilities. These amounts are recorded as ~~“Deferred~~“deferred revenue” in our condensed consolidated balance sheet and recognized into revenues over time.

Our sales-based contract payment arrangements with our customers typically include an initial equipment payment due upon signing of the contract and subsequent payments when certain performance obligations are completed. Customer payments received in advance of satisfaction of related performance obligations are deferred as contract liabilities. These amounts are recorded as ~~“Deferred~~“deferred revenue” in our condensed consolidated balance sheet and recognized into revenues as either a point in time or over time.

During the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ a total of $~~156,784~~8,517 and $~~121,833~~83,194, respectively, of the beginning balance of the subscription-based contract liability was recognized as revenue. The table below details the subscription-based contract liability activity during the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021.~~2022.

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


	Six Months Ended June 30,						Three Months Ended March 31,
	2022			2021			2023			2022
Balance, beginning of period	$	231,140		$	238,263		$	21,145		$	231,140
Additions		—			115,251			—			—
Transfer to revenue		(156,784	)		(154,745	)		(8,517	)		(83,194	)
Balance, end of period	$	74,356		$	198,769		$	12,628		$	147,946

During the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ a total of ~~$510,258~~$456,513 and ~~$208,232,~~$490,374, respectively, of the beginning balance of the sales-based contract liability was recognized as revenue. The table below details the sales-based contract liability activity during the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021.~~2022.


	Six Months Ended June 30,						Three Months Ended March 31,
	2022			2021			2023			2022
Balance, beginning of period	$	752,526		$	226,861		$	869,485		$	752,526
Additions		1,655,760			1,456,419			1,184,917			1,505,386
Transfer to revenue		(1,274,726	)		(1,207,833	)		(550,190	)		(1,022,165	)
Balance, end of period	$	1,133,560		$	475,447		$	1,504,212		$	1,246,747

As of ~~June 30, 2022,~~March 31, 2023, the aggregate amount of deferred revenue from subscription-based contracts and sales-based contracts allocated to performance obligations that are unsatisfied or partially satisfied is approximately ~~$1,207,916~~$1,516,840 and will be recognized into revenue over time as follows:

Years Ending December 31,	Amount		Amount
2022	$	625,258
2023		336,385	$	723,459
2024				566,435
Thereafter		246,273		226,946
	$	1,207,916	$	1,516,840

We defer and capitalize all costs associated with the installation of the CareView System into a healthcare facility until the CareView System is fully operational and accepted by the healthcare facility. Installation costs are specifically identifiable based on the amounts we are charged from third party installers or directly identifiable labor hours incurred for each installation. Upon acceptance, the associated costs are expensed on a straight-line basis over the life of the contract with the healthcare facility. These costs are included in network operations on the accompanying consolidated statements of operations.

The table below details the activity in these deferred installation costs during the ~~six months~~periods ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ included in other assets in the accompanying unaudited consolidated balance sheet.


	Six Months Ended June 30,						Three Months Ended March 31,
	2022			2021			2023			2022
Balance, beginning of period	$	68,901		$	54,002		$	33,461		$	68,901
Additions		—			—			—			—
Transfer to expense		(21,225	)		(16,506	)		(14,443	)		(12,071	)
Balance, end of period	$	47,676		$	37,496		$	19,018		$	56,830

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Significant Judgements When Applying Topic 606

Contracts with our customers are typically structured similarly and include various combinations of our products, software solutions, and related services. Determining whether the various contract promises are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment.

Contract transaction price is allocated to distinct performance obligations using estimated standalone selling price. We determine standalone selling price maximizing observable inputs such as standalone sales, competitor standalone sales, or substantive renewal prices charged to customers when they exist. In instances where standalone selling price is not observable, we utilize an estimate of standalone selling price. Such estimates are derived from various methods that include cost plus margin, and historical pricing practices. Judgment may be required to determine standalone selling prices for each performance obligation and whether it depicts the amount we expect to receive in exchange for the related good or service.

Contract modifications occur when we and our customers agree to modify existing customer contracts to change the scope or price (or both) of the contract or when a customer terminates some, or all, of the existing services provided by us. When a contract modification occurs, it requires us to exercise judgment to determine if the modification should be accounted for as a separate contract, the termination of the original contract and creation of a new contract, a cumulative catch-up adjustment to the original contract, or a combination.

Contracts with our customers include a limited warranty on our products covering materials, workmanship, or design for the duration of contract. We do not offer paid additional extended or lifetime warranty packages. We determined the limited warranty in our contract is not a distinct performance obligation. We do not believe our estimates of warranty costs to be significant to our determination of revenue recognition, and therefore, did not reserve for warranty costs.

Leases

The Company has an operating lease primarily consisting of office space with a remaining lease term of 3829 months. At the ~~least commence~~lease commencement date, an operating lease liability and related operating lease asset are recognized. The operating lease ~~liability~~liabilities are calculated using the present value of lease payments. The discount rate used is either the rate implicit in the lease, when known, or our estimated incremental borrowing rate. Operating lease assets are valued based on the initial operating lease ~~liability~~liabilities plus ~~an prepare~~any prepaid rent and direct costs from executing the leases.

Earnings Per Share

We calculate earnings per share (“EPS”) in accordance with GAAP, which requires the computation and disclosure of two EPS amounts, basic and diluted. Basic EPS is computed based on the weighted average number of common shares outstanding during the period. Diluted EPS is computed based on the weighted average number of common shares outstanding plus all potentially dilutive common shares outstanding during the period under the treasury stock method. Such potential dilutive common shares consist of stock options, warrants to purchase our Common Stock (the “Warrants”) and convertible debt. Potential common shares totaling ~~approximately~~ ~~183,586,301~~225,461,922 and ~~218,000,000~~178,543,025 at ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively, have been excluded from the diluted earnings per share calculation as they are anti-dilutive due to our reported net loss. The 225,461,922 potential common shares consist of 41,017,477 stock options, 4,444,445 warrants, and 180,000,000 convertible debt.

~~Reclassification~~

~~Certain amounts reported in prior years in the financial statements have been reclassified to conform to the current year’s presentation.~~

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Recently Issued and Newly Adopted Accounting Pronouncements

ASU 2016-13

ASU 2016-13 requires organizations to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This guidance:

Eliminates the probable initial recognition threshold in current GAAP and, instead, reflects an organization’s current estimate of all expected credit losses over the contractual term of its financial assets.

Broadens the information that an entity can consider when measuring credit losses to include forward-looking information.

Increases usefulness of the financial statements by requiring timely inclusion of forecasted information in forming expectations of credit losses.

Increases comparability of purchased financial assets with credit deterioration (PCD assets) with other purchased assets that do not have credit deterioration as well as originated assets because credit losses that are expected will be recorded through an allowance for credit losses for all assets.

Increases users’ understanding of underwriting standards and credit quality trends by requiring additional information about credit quality indicators by year of origination (vintage).

For available-for-sale debt securities, aligns the income statement recognition of credit losses with the reporting period in which changes occur by recording credit losses (and subsequent changes in credit losses) through an allowance rather than a write down.

The guidance affects loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. We as a smaller reporting company as defined by the SEC have adopted ASU 2016-13 effective for January 1, 2023. As of March 31, 2023, ASU 2016-13 does not have any material effect on the Company.

ASU 2020-06

ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. The amendments in ASU 2020-06 further revise the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. We as a smaller reporting company as defined by the SEC will adopt ASU 2020-06 effective for fiscal year 2024.

ASU 2022-03

ASU 2022-03 clarifies that a “contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security” and is not included in the equity security’s unit of account. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security’s fair value (i.e., the entity should not apply a discount related to the contractual sale restriction, as stated in ASC 820-10-35-36B as amended by the ASU). In addition, the ASU prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. Under the existing guidance in ASC 820-10-35-6B, “although a reporting entity must be able to access the market, the reporting entity does not need to be able to sell the particular asset or transfer the particular liability on the measurement date to be able to measure fair value on the basis of the price in that market.” ASU 2022-03 clarifies that an entity should apply this existing guidance when measuring the fair value of equity securities that are subject to contractual sale restrictions (i.e., a contractual sale restriction on the reporting entity that prevents the sale of an equity security in the market does not prevent the entity from measuring the fair value of the equity security on the basis of the price in that principal market). ASU 2022-03 for the Company will be effective for fiscal year 2024.

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – GOING CONCERN, LIQUIDITY AND MANAGEMENT’S PLAN

Accounting standards require management to evaluate ~~whether the Company can~~our ability to continue as a going concern for a period of one year after the date of the filing of this Form 10-Q (“evaluation period”). In evaluating the Company’s ability to continue as a going concern, ~~Management~~management considers the conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months after the Company issues its financial statements. For the ~~period~~three months ended ~~June 30, 2022, Management~~March 31, 2023, management considers the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows, and the Company’s conditional and unconditional obligations due within 12 months of the date these financial statements are issued.

The Company is subject to risks like those of healthcare technology companies whereby revenues are generated based on both ~~on a~~ sales-based and subscription-based ~~business model such as~~models, which assume dependence on key individuals, uncertainty of product development, generation of revenues, positive cash flow, dependence on outside sources of capital, risks associated with research, development, and successful testing of its products, successful protection of intellectual property, ability to maintain and grow its customer base, and susceptibility to infringement on the proprietary rights of others. The attainment of profitable operations is dependent on future events, including obtaining adequate financing to fulfill the Company’s growth and operating activities and generating a level of revenues adequate to support the Company’s cost structure.

~~The Company has experienced net losses and significant cash outflows from cash used in operating activities over the past years.~~ As of ~~and for~~ the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, the Company had an ~~accumulated deficit of $202,736,963, loss from operations of $856,520, net cash used in operating activities of $79,208, and an ending cash balance of $503,080~~.

~~As of June 30, 2022, the Company had~~ operating net working capital of $~~644,862~~1,242,787, which is accounts receivable plus inventory minus accounts payable. Management has evaluated the significance of the conditions described above in relation to the Company’s ability to meet its obligations and concluded that, without additional funding, the Company will not have sufficient funds to meet its obligations within one year from the date the ~~unaudited condensed~~ consolidated financial statements were issued. While management will look to continue funding operations by increased sales volumes and raising additional capital from sources such as sales of its debt or equity securities or loans to meet operating cash requirements, there is no assurance that management’s plans will be successful.

~~As of~~On March ~~8, 2022, the Company extended HealthCor 2011 and 2012 notes through April 20,~~30, 2023, ~~by entering Allonge No. 4 and we issued warrants to purchase~~noteholders owning Replacement Notes in an aggregate of $~~3,000,000~~26,200,000, entered into a Replacement Note Conversion Agreement, wherein the Replacement Notes were converted into shares of the Company’s common stock at a conversion price of $0.10 per share, resulting in the issuance of an aggregate of 262,000,000 shares ~~of our Common Stock at an exercise price per share equal to $0.09~~ ~~per share.~~(the “Conversion Shares”). The Conversion Shares bear a lockup legend that expires December 31, 2023.

~~On June 23, 2022, we agreed~~Upon this conversion, and as of March 31, 2023, the Company’s officers and board of directors held the majority of the Company’s outstanding voting stock. With controlling interest of the majority of outstanding shares, the Company’s majority shareholders voted to amend its articles of incorporation to increase the authorized shares available for issuance from 500,000,000 to 800,000,000, with ~~the PDL Investment Holdings, LLC along with Steven G. Johnson and Dr. James R. Higgins in their collective capacity as the Tranche Three Lender to extend the due~~an effective date ~~from June 30, 2022 until December 31, 2022.~~of May 22, 2023.

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Management continues to monitor the immediate and future cash flows needs of the company in a variety of ways which include forecasted net cash flows from operations, capital expenditure control, new inventory orders, debt modifications, increases in sales outreach, streamlining and controlling general and administrative costs, competitive industry pricing, sale of equities, debt conversions, new product or services offerings, and new business partnerships.

The Company’s net losses, ~~and~~ cash outflows, and working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying ~~unaudited condensed~~ consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. A successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support the Company’s cost structure.

~~CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

NOTE 3 – STOCKHOLDERS’ EQUITY

Warrants to Purchase Common Stock of the Company

We use the Black-Scholes-Merton option pricing model (“Black-Scholes Model”) to determine the fair value of Warrants (except Warrants issued to HealthCor in 2011 (the “2011 HealthCor Warrants”) as discussed in NOTE 11 and the warrants issued in connection with a private placement completed in April 2013 (“Private Placement Warrants”).Warrants. The Black-Scholes Model requires the use of ~~several~~a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the weighted average term of the ~~Warrants.~~Warrant.

The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the term of the Warrants and is calculated by using the average daily historical stock prices through the day preceding the grant date. Estimated volatility is a measure of the amount by which our stock price is expected to fluctuate each year during the expected life of the award. Our estimated volatility is an average of the historical volatility of our stock prices (and that of peer entities whose stock prices were publicly available) over a period equal to the expected life of the awards. ~~Where appropriate we used the historical volatility of peer entities due to the lack of sufficient historical data~~

A summary of our ~~stock price during 2007-2009. On April 20, 2021, we issued~~ Warrants activity and related information follows:

~~931,600~~

	Number of Shares Under Warrant		Range of Warrant Price Per Share		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Balance at December 31, 2022		5,694,445		$0.01-$0.03	$	0.024		3.5
Granted		—		—		—		—
Expired		—		—		—		—
Canceled		—		—		—		—
Balance at March 31, 2023		5,694,445		$0.01-$0.03	$	0.024		3.5

Options to Purchase Common Stock of the Company

During the three months ended March 31, 2023, 200,000 ~~and~~ ~~1,068,400~~ ~~warrants~~options to purchase our Common Stock ~~at an~~were granted having a fair value of $12,000 and exercise price of $~~0.23~~0.06 per ~~share to HealthCor Partners and HealthCor Hybrid, respectively.~~share. During the three months ended March 31, 2023, no options expired or were terminated.

On March 8, 2022, we agreed with the HealthCor Parties to (i) amend the 2011 HealthCor Notes to extend the maturity date of the 2011 HealthCor Notes from April 20, 2022 to April 20, 2023 by entering into Allonge No. 4 to the 2011 HealthCor Notes (the “Fourth 2011 Note Allonges”) and (ii) amend the 2012 HealthCor Notes to extend the maturity date of the 2012 HealthCor Notes from April 20, 2022 to April 20, 2023 by entering into Allonge No. 4 to the 2012 HealthCor Notes (the “Fourth 2012 Note Allonges”) (such amendments to the 2011 HealthCor Notes and 2012 HealthCor Notes together, the “2022 HealthCor Note Extensions”). In connection with the 2022 HealthCor Note Extensions, we issued warrants to purchase an aggregate of ~~3,000,000~~ ~~shares of our Common Stock at an exercise price per share equal to $0.09~~ ~~per share (subject to adjustment as described therein) and with an expiration date of March 8, 2032 to the HealthCor Parties (collectively the “2022 HealthCor Warrants”).~~

Also on March 8, 2022, in connection with the 2022 HealthCor Note Extensions and the issuance of the 2022 HealthCor Warrants, we entered into a Consent and Agreement Pursuant to Note and Warrant Purchase Agreement (the “NWPA Consent”) with the HealthCor Parties and certain additional Existing Investors (in their capacity as Majority Holders acting together with the HealthCor Parties), pursuant to which, among other things, (i) the Majority Holders consented to the 2022 HealthCor Note Extensions, (ii) the Majority Holders consented to the issuance of the 2022 HealthCor Warrants and (iii) the parties agreed that the holders of the 2022 HealthCor Warrants would have registration rights for the shares of Common Stock issuable upon exercise of the 2022 HealthCor Warrants under the Registration Rights Agreement dated as of April 20, 2011, as amended June 30, 2015, by and among the Company, the HealthCor Parties and the additional investors party thereto (the “Registration Rights Agreement”).

1213

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~A summary of our Warrants activity and related information follows:~~

Number of Shares Under Warrant Range of
Warrant Price
Per Share Weighted Average Exercise Price Weighted
Average
Remaining
Contractual
Life
Balance at December 31, 2021 18,050,458 $ 0.01-$0.53 $ 0.74 4.2
   Granted 3,000,000 $ 0.08 $ 0.08 9.9
   Expired — — — —
   Canceled — — — —
Balance at June 30, 2022 21,050,458 $ 0.01-$0.53 $ 0.26 3.6

~~Options to Purchase Common Stock of the Company~~

~~During the six months ended June 30, 2022,~~ ~~728,500~~ ~~Options to purchase our Common Stock (the “Option(s)”) were granted with a fair value of $53,120~~ ~~and exercise prices of $0.06-$0.12 per share. During the six months ended June 30, 2022, Options totaling 110,000 were canceled.~~

A summary of our stock option activity and related information follows:

Number of Shares Under Options Weighted Average Exercise Price Weighted
Average
Remaining
Contractual
Life Aggregate Intrinsic Value
Balance at December 31, 2021 40,625,477 $ 0.12 6.7 $ 1,283,975
    Granted 728,500
    Expired (218,333 )
    Canceled —
Balance at June 30, 2022 41,135,644 $ 0.12 6.3 $ 524,550
Vested and Exercisable at June 30, 2022 26,199,477 $ 0.16 5.1 $ 523,925

	Number of Shares Under Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Balance at December 31, 2022		40,817,477	$	0.12		5.8	$	526,425
Granted		200,000		0.06		9.8		—
Forfeited/Expired		—		—		—		—
Exercised		—		—		—		—
Balance at March 31, 2023		41,017,477	$	0.12		5.5	$	526,425
Vested and Exercisable at March 31, 2023		33,076,810	$	0.13		5.0	$	423,425

Share-based compensation expense for Options charged to our operating results for the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~ ($~~114,210~~62,260 and $~~107,483~~55,847, respectively) is based over the awards’ vested period. The estimate of forfeitures is to be recorded at the time of grant and revised in subsequent periods if actual forfeitures differ from the estimates. We have not included an adjustment to our stock-based compensation expense based on the nominal amount of the historical forfeiture rate. We do, however, revise our stock-based compensation expense based on actual forfeitures during each reporting period.

~~As of June 30, 2022,~~At March 31, 2023, total unrecognized estimated compensation expense related to non-vested Options granted prior to that date was approximately $~~304,317~~133,336., which is expected to be recognized over a weighted-average period of ~~1.4~~1.2 years. No tax benefit was realized due to a continued pattern of operating losses.

~~CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

NOTE 4 – OTHER CURRENT ASSETS

Other current assets consist of the following:

	June 30, 2022		December 31, 2021		March 31, 2023		December 31, 2022
Prepaid expenses	$	95,211	$	235,521	$	75,909	$	71,020

TOTAL OTHER CURRENT ASSETS	$	95,211	$	235,521	$	75,909	$	71,020

NOTE 5 – INVENTORY

Inventory is valued at the lower of cost, determined on a first-in, first-out (FIFO), or net realizable value. Inventory items are analyzed to determine cost and net realizable value and appropriate valuation adjustments are then established.

Inventory consists of the following:

	June 30, 2022		December 31, 2021		March 31, 2023		December 31, 2022
Inventory assets (finished goods)	$	460,542	$	349,216
Inventory Asset					$	285,732	$	301,446
TOTAL INVENTORY	$	460,542	$	349,216	$	285,732	$	301,446

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	June 30, 2022			December 31, 2021			March 31, 2023			December 31, 2022
Network equipment	$	12,620,258		$	12,620,258		$	12,620,258		$	12,620,258
Office equipment		229,240			229,240			234,429			234,429
Vehicles		232,411			232,411			232,411			232,411
Test Equipment		230,365			204,455
Test equipment								230,365			230,365
Furniture		92,846			92,846			92,846			92,846
Warehouse equipment		9,523			9,523			9,523			9,523
Leasehold improvements		5,122			5,122			5,121			5,121
TOTAL PROPERTY AND EQUIPMENT		13,419,765			13,393,855
								13,424,954			13,424,954
Less: accumulated depreciation		(12,544,980	)		(12,254,964	)		(12,884,904	)		(12,782,395	)
TOTAL PROPERTY AND EQUIPMENT, NET	$	874,785		$	1,138,891		$	540,050		$	642,559

Depreciation expense for the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~ was $~~264,106~~102,509 and $~~293,094~~134,941, respectively.

NOTE 7 – ~~OTHER~~INTANGIBLE ASSETS, NET

Intangible assets consist of the following:


	June 30, 2022						March 31, 2023
	Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net
Patents and trademarks	$	1,310,436	$	371,550	$	938,886	$	1,213,850	$	453,624	$	760,226
Other intangible assets								85,896		85,896		—
TOTAL INTANGIBLE ASSETS	$	1,310,436	$	371,550	$	938,886	$	1,299,746	$	539,520	$	760,226


	December 31, 2022
	Cost		Accumulated Amortization		Net
Patents and trademarks	$	1,213,850	$	395,715	$	818,135
Other intangible assets		85,896		83,925		1,971
TOTAL INTANGIBLE ASSETS	$	1,299,746	$	479,640	$	820,106

Other assets consist of the following:


	March 31, 2023
	Cost		Accumulated Amortization		Net
Deferred installation costs	$	1,352,041	$	1,333,023	$	19,018
Deferred sales commission		163,973		109,438		54,535
Prepaid license fee		249,999		189,890		60,109
Security deposit		46,124		—		46,124
TOTAL OTHER ASSETS	$	1,812,137	$	1,632,351	$	179,786

1415

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021
Cost Accumulated Amortization Net
Patents and trademarks $ 1,254,327 $ 343,929 $ 910,398
Other intangible assets 83,745 83,745 —
TOTAL INTANGIBLE ASSETS $ 1,338,072 427,674 $ 910,398

~~Other assets consist of the following:~~

June 30, 2022
Cost Accumulated Amortization Net
Deferred installation costs $ 1,352,041 $ 1,304,366 $ 47,675
Deferred sales commission 122,778 18,841 103,937
Prepaid license fee 249,999 177,595 72,404
Security deposit 46,124 — 46,124
TOTAL OTHER ASSETS $ 1,770,942 $ 1,500,802 $ 270,140


	December 31, 2021						December 31, 2022
	Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net
Deferred installation costs	$	1,352,041	$	1,283,140	$	68,901	$	1,352,041	$	1,318,580	$	33,461
Deferred sales commission		122,778		18,841		103,937
Deferred sales commissions								163,973		98,116		65,857
Prepaid license fee		249,999		169,398		80,601		249,999		185,792		64,207
Security deposit		46,124		—		46,124		46,124		—		46,124
TOTAL OTHER ASSETS	$	1,770,942	$	1,471,379	$	299,563	$	1,812,137	$	1,602,488	$	209,649

NOTE 8 – OTHER CURRENT LIABILITIES

Other current liabilities consist of the following:

June 30, 2022 December 31, 2021
Accrued interest $ 11,392,653 $ 9,947,730
Accrued interest, related parties 273,736 228,528
Allowance for system removal 54,801 54,802
Accrued paid time off 113,402 173,904
Deferred officer compensation ⁽¹⁾ 139,041 139,041
Deferred revenue 1,207,916 983,667
Accrued taxes (other than income taxes) 109,201 38,367
Insurance premium financing ⁽²⁾ — 103,791
Other accrued liabilities 61,810 70,388
TOTAL OTHER CURRENT LIABILITIES $ 13,352,560 $ 11,740,218

	March 31, 2023		December 31, 2022
Accrued interest	$	13,708,611	$	12,933,611
Accrued interest, related parties		364,152		337,027
Allowance for system removal		54,802		54,802
Accrued paid time off		50,384		154,776
Deferred officer compensation ⁽¹⁾		139,041		139,041
Deferred revenue		1,516,840		890,631
Other accrued liabilities		80,436		43,389
TOTAL OTHER CURRENT LIABILITIES	$	15,914,266	$	14,553,277

⁽¹⁾

Salary for Steve Johnson, CEO, between February 15, 2018 and September 30, 2020.

⁽²⁾

~~Renewal of directors and officer’s insurance.~~

~~CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

NOTE 9 – INCOME TAXES

Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We do not expect to pay any significant federal or state income tax for ~~2021~~2023 because of the losses recorded during the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023 and net operating loss carry forwards from prior years. In assessing the realizability of deferred tax asset, including the net operating loss carryforwards (NOLs), the Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize its existing deferred assets. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period when those temporary differences become deductible. Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some component or all the benefits of deferred tax assets will not be realized. As of ~~June 30, 2022,~~March 31, 2023, we maintained a full valuation allowance for all deferred tax assets. Based on these requirements, no provision or benefit for income taxes has been recorded. There were no recorded unrecognized tax benefits at the end of the reporting period.

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Tax Cuts and Jobs Act (the “Act”) was signed into law on December 22, 2017. Among its numerous changes to the Internal Revenue Code, the Act reduces U.S. corporate rates from 35% to 21%. Additionally, the Act limits the use of net operating loss carry backs, however any future net operating losses will instead be carried forward indefinitely. Net operating losses generated from January 1, 2018 are limited to offset 80% of current income, with the remainder of the net operating loss continuing to carry forward indefinitely. Net operating losses incurred before January 1, 2018 are not subject to the ~~80%~~80% limitations and will begin to expire in 2029. Based on an initial assessment of the Act, the Company believes that the most significant impact on the Company’s unaudited condensed consolidated financial statements will be limitations in tax deductions on interest expense. Under the Act, interest deductions disallowed from current income will carryforward indefinitely. The Act did not impact management’s valuation allowance position.

The effective tax rate for the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023 was different from the federal statutory rate due primarily to change in the valuation allowance and nondeductible interest and amortization expense.

NOTE 10 – AGREEMENT WITH PDL BIOPHARMA, INC.

On June 26, 2015, we entered into a Credit Agreement (as subsequently amended) with PDL BioPharma, Inc. (“PDL”), as administrative agent and lender (“the Lender”) (the “PDL Credit Agreement”). Under the PDL Credit Agreement the Lender made available to us up to $40 million in two tranches of $20 million each. Tranche One was funded on October 8, 2015 (the “Tranche One Loan”). Pursuant to the terms of the PDL Credit Agreement and having not met the Tranche Two Milestones by July 26, 2017, the Tranche Two funding was terminated in full.

From October 8, 2015 through May 14, 2019, the outstanding borrowings under the Tranche One Loan bore interest at the rate of 13.5% per annum, payable quarterly. On May 15, 2019, pursuant to the terms of the Fifth Amendment to the PDL Credit Agreement (see below for additional details), the interest increased to 15.5% per annum, payable quarterly. Also, on May 15, 2019, pursuant to the terms of the Fourteenth Amendment to the PDL Modification Agreement (see below for additional details), the minimum cash balance requirement of $750,000 was reduced to $0.

On January 31, 2021, the Company, the Borrower, the Subsidiary Guarantor, the Lender and the Tranche Three Lenders entered into a Twenty-Third Amendment to Modification Agreement (the “Twenty-Third Modification Agreement Amendment”), pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and January 31, 2021 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s (i) interest payments that would otherwise be due under the Credit Agreement on December 31, 2018, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020, and October 7, 2020 and (ii) payments for principal and for any other Obligations then outstanding under the Tranche One Loan and the Tranche Three Loans that would otherwise be due under the Credit Agreement on October 7, 2020, would each be deferred until May 31, 2021 (the end of the extended Modification Period) and that such deferrals would be a Covered Event. The Company has evaluated the Twenty-Third Modification Agreement Amendment and as the effective borrowing rate under the restructured agreement is less than the effective borrowing rate on the old agreement, a concession is deemed to have been granted under ASC 470-60-55-10. As a concession has been granted, the agreement ~~was~~is to be accounted for as a troubled debt restructuring by debtors (TDR) under ASC 470-60.

~~CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

On May 25, 2021, the Company, the Borrower, the Subsidiary Guarantor, the Lender and the Tranche Three Lenders entered into a Twenty-Fourth Amendment to Modification Agreement (the “Twenty-Fourth Modification Agreement Amendment”), pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and November 30, 2021 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s (i) interest payments that would otherwise be due under the Credit Agreement on December 31, 2018, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020, October 7, 2020, and (ii) payments for principal and for any other Obligations then outstanding under the Tranche One Loan and the Tranche Three Loans that would otherwise be due under the Credit Agreement on October 7, 2020, would each be deferred until November 30, 2021 (the end of the extended Modification) and that such deferrals would be a Covered Event. The Company has evaluated the Twenty-Fourth Modification Agreement Amendment and as the effective borrowing rate under the restructured agreement is less than the effective borrowing rate on the old agreement, a concession is deemed to have been granted under ASC 470-60-55-10. As a concession has been granted, the agreement is to be accounted for as a troubled debt restructuring by debtors (TDR) under ASC 470-60.

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On November 29, 2021, the Company, the Borrower, the Subsidiary Guarantor, the Lender and the Tranche Three Lenders entered into a Twenty-Fifth Amendment to Modification Agreement (the “Twenty-Fifth Modification Agreement Amendment”), pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and June 30, 2022 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s (i) interest payments that would otherwise be due under the Credit Agreement on December 31, 2018, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020 and October 7, 2020 and (ii) payments for principal and for any other Obligations then outstanding under the Tranche One Loan and the Tranche Three Loans that would otherwise be due under the Credit Agreement on October 7, 2020, would each be deferred until June 30, 2022 (the end of the extended Modification) and that such deferrals would be a covered event. The Company has evaluated the Twenty-Fifth Modification Agreement Amendment and as the effective borrowing rate under the restructured agreement is less than the effective borrowing rate on the old agreement, a concession is deemed to have been granted under ASC 470-60-55-10. As a concession has been granted, the agreement is to be accounted for as a troubled debt restructuring by debtors (TDR) under ASC 470-60.

On June 23, 2022, the Company, the Borrower, the Subsidiary Guarantor, the Lender and the Tranche Three Lenders entered into a Twenty-Sixth Amendment to Modification Agreement (the “Twenty-Sixth Modification Agreement Amendment”), pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and June 30, 2022 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s (i) interest payments that would otherwise be due under the Credit Agreement on December 31, 2018, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020, October 7, 2020 and June 30, 2022 and (ii) payments for principal and for any other Obligations then outstanding under the Tranche One Loan and the Tranche Three Loans that would otherwise be due under the Credit Agreement on June 30, 2022, would each be deferred until December 31, 2022 (the end of the extended Modification) and that such deferrals would be a covered event. The Company has evaluated the Twenty-Sixth Modification Agreement Amendment and as the effective borrowing rate under the restructured agreement is less than the effective borrowing rate on the old agreement, a concession is deemed to have been granted under ASC 470-60-55-10. As a concession has been granted, the agreement is to be accounted for as a troubled debt restructuring by debtors (TDR) under ASC 470-60.

On December 30, 2022, the Company, the Borrower, the Subsidiary Guarantor, the Lender and the Tranche Three Lenders entered into a Twenty-Seventh Amendment to Modification Agreement (the “Twenty-Seventh Modification Agreement Amendment”), pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and February 28, 2023 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s (i) interest payments that would otherwise be due under the Credit Agreement on December 31, 2018, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020 and October 7, 2020 and (ii) payments for principal and for any other Obligations then outstanding under the Tranche One Loan and the Tranche Three Loans that would otherwise be due under the Credit Agreement on October 7, 2020, would each be deferred until February 28, 2023 (the end of the extended Modification Period) and that such deferrals would be a covered event. The Company has evaluated the Twenty-seventh Modification Agreement Amendment and as the effective borrowing rate under the restructured agreement is less than the effective borrowing rate on the old agreement, a concession is deemed to have been granted under ASC 470-60-55-10. As a concession has been granted, the agreement is to be accounted for as a troubled debt restructuring by debtors (TDR) under ASC 470-60.

1718

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Accounting Treatment

In connection with the PDL Credit Agreement, as amended, we issued the PDL Warrant to the Lender. ~~The fair value of the PDL Warrant at issuance was $1,600,000~~ ~~which has been recorded as deferred issuance costs in the accompanying consolidated financial statements.~~ As of ~~June 30, 2022,~~March 31, 2023, the Amended PDL Warrant has not been exercised.

~~As of~~On February 28, 2023, the Company, the Borrower, the Subsidiary Guarantor, the Lender and the Tranche Three Lenders entered into a Twenty-Eighth Amendment to Modification Agreement (the “Twenty-Eighth Modification Agreement Amendment”), pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and March 31, 2023 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s (i) interest payments that would otherwise be due under the Credit Agreement on December 31, 2018, March 31, 2019, June 30, ~~2022,~~2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020 and October 7, 2020 and (ii) payments for principal and for any other Obligations then outstanding under the Tranche One Loan and the Tranche Three Loans that would otherwise be due under the Credit Agreement on October 7, 2020, would each be deferred until March 30, 2023 (the end of the extended Modification Period).

On March 31, 2023, the Company, the Borrower, the Subsidiary Guarantor, the Lender and ~~Lender had~~the Tranche Three Lenders entered into ~~twenty-six amendments~~a Twenty-Ninth Amendment to ~~the PDL~~ Modification Agreement ~~(as detailed above)~~(the “Twenty-Ninth Modification Agreement Amendment”), ~~resulting~~pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in ~~restructuring~~the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and April 30, 2023 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s (i) interest payments that would otherwise be due under the Credit Agreement on December 31, 2018, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020 and October 7, 2020 and (ii) payments for principal and for any other Obligations then outstanding under the Tranche One Loan and the Tranche Three Loans that would otherwise be due under the Credit Agreement on October 7, 2020, would each be deferred until April 30, 2023 (the end of the ~~PDL Credit Agreement and the accounting treatment of the related costs.~~extended Modification Period). Under debt modification/troubled debt guidance, we determined that the first of the eight amendments had no cash flow impact, and therefore, had no impact on accounting. Amendments nine through ten qualified for modification accounting, while the final ~~fourteen~~nineteen amendments qualified for troubled debt restructuring accounting. As appropriate, we expensed the legal costs paid to third parties. For the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ pursuant to the terms of the PDL Modification Agreement, as amended, $~~1,550,000~~802,125 and $~~1,550,000~~775,000, respectively, was recorded as interest expense on the accompanying unaudited condensed consolidated financial statements.

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 – AGREEMENT WITH HEALTHCOR

On April 21, 2011, we entered into a Note and Warrant Purchase Agreement (as subsequently amended) with HealthCor Partners Fund, LP (“HealthCor Partners”) and HealthCor Hybrid Offshore Master Fund, LP (“HealthCor Hybrid” and, together with HealthCor Partners, “HealthCor”) (the “HealthCor Purchase Agreement”). Pursuant to the terms of the HealthCor Purchase Agreement, we sold and issued Senior Secured Convertible Notes to HealthCor in the principal amount of $9,316,000 and $10,684,000, respectively (collectively the “2011 HealthCor Notes”). The 2011 HealthCor Notes have a maturity date of April 20, ~~2021.~~2021. We also issued Warrants to HealthCor for the purchase of an aggregate of up to 5,488,456 and 6,294,403 shares, respectively, of our Common Stock at an exercise price of $1.40per share (collectively the “2011 HealthCor Warrants”). So long as no event of default has occurred, the outstanding principal balances of the 2011 HealthCor Notes accrue interest from April 21, 2011 through April 20, 2016 (the “First Five-Year Note Period”) at the rate of 12.5% per annum, compounding quarterly and shall be added to the outstanding principal balances of the 2011 HealthCor Notes on the last day of each calendar quarter. Interest accruing from April 21, 2016 through April 20, 2021 (the “Second Five Year Note Period”) at a rate of 10% per annum, compounding quarterly, may be paid quarterly in arrears in cash or, at our option, such interest may be added to the outstanding principal balances of the 2011 HealthCor Notes on the last day of each calendar quarter. For the period from April 21, 2016 through September 30, 2018 interest has been added to the outstanding principal balance. Pursuant to the terms of the Ninth Amendment, the accrual of interest has been suspended after September 30, 2018. From the date any event of default occurs, the interest rate, then applicable, shall be increased by five percent (5%) per annum. HealthCor has the right, upon an event of default, to declare due and payable any unpaid principal amount of the 2011 HealthCor Notes then outstanding, plus previously accrued but unpaid interest and charges, together with the interest then scheduled to accrue (calculated at the default rate described in the immediately preceding sentence) through the end of the First Five Year Note Period or the Second Five Year Note Period, as applicable. Subject to the terms of the Ninth Amendment as discussed below, HealthCor’s ability to convert any portion of the outstanding and unpaid accrued interest on and principal balances of the 2011 HealthCor Notes into fully paid and nonassessable shares of our Common Stock has been eliminated. The warrants issued with this Note were cancelled with the Ninth-Amendment dated July 10, 2018.

~~CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

On April 20, 2021, we agreed with the HealthCor Parties to (i) amend the 2011 HealthCor Notes to extend the maturity date of the 2011 HealthCor Notes from April 20, 2021 to April 20, 2022 by entering into Allonge No. 3 to the 2011 HealthCor Notes (the “Third 2011 Note Allonges”) and (ii) amend the 2012 HealthCor Notes to extend the maturity date of the 2012 HealthCor Notes from January 30, 2022 to April 20, 2022 by entering into Allonge No. 3 to the 2012 HealthCor Notes (the “Third 2012 Note Allonges”) (such amendments to the 2011 HealthCor Notes and 2012 HealthCor Notes together, the “HealthCor Note Extensions”). In connection with the HealthCor Note Extensions, we issued warrants to purchase an aggregate of 2,000,000 shares of our Common Stock at an exercise price per share equal to $0.23 per share (subject to adjustment as described therein) and with an expiration date of April 20, 2031, to the HealthCor Parties (collectively the “2021 HealthCor Warrants”). As a concession has been granted, the agreement is to be accounted for as a troubled debt restructuring by debtors (TDR) under ASC 470-60.

Also on April 20, 2021, in connection with the HealthCor Note Extensions and the issuance of the 2021 HealthCor Warrants, we entered into a Consent and Agreement Pursuant to Note and Warrant Purchase Agreement (the “2021 NWPA Consent”) with the HealthCor Parties and certain additional Existing Investors (in their capacity as Majority Holders acting together with the HealthCor Parties), pursuant to which, among other things, (i) the Majority Holders consented to the HealthCor Note Extensions, (ii) the Majority Holders consented to the issuance of the 2021 HealthCor Warrants and (iii) the parties agreed that the holders of the 2021 HealthCor Warrants would have registration rights for the shares of Common Stock issuable upon exercise of the 2021 HealthCor Warrants under the Registration Rights Agreement dated as of April 20, 2011, as amended June 30, 2015, by and among the Company, the HealthCor Parties and the additional investors party thereto (the “Registration Rights Agreement”).

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On March 08, 2022, we agreed with the HealthCor Parties to (i) amend the 2011 HealthCor Notes to extend the maturity date of the 2011 HealthCor Notes from April 20, 2022 to April 20, 2023 by entering into Allonge No. 4 to the 2011 HealthCor Notes (the “Third 2011 Note Allonges”) and (ii) amend the 2012 HealthCor Notes to extend the maturity date of the 2012 HealthCor Notes from April 20, 2022 to April 20, 2023 by entering into Allonge No. 4 to the 2012 HealthCor Notes (the “Fourth 2012 Note Allonges”) (such amendments to the 2011 HealthCor Notes and 2012 HealthCor Notes together, the “HealthCor Note Extensions”). In connection with the HealthCor Note Extensions, we issued warrants to purchase an aggregate of 3,000,000 shares of our Common Stock at an exercise price per share equal to $0.09 per share (subject to adjustment as described therein) and with an expiration date of March 08, 2032, to the HealthCor Parties (collectively the “2021 HealthCor Warrants”). The warrants were valued at $240,000 and are amortized over the life of the debt. The conclusion was that this was a debt modification and this was accounted for as such.

Also on March 08, 2022, in connection with the HealthCor Note Extensions and the issuance of the 2021 HealthCor Warrants, we entered into a Consent and Agreement Pursuant to Note and Warrant Purchase Agreement (the “2022 NWPA Consent”) with the HealthCor Parties and certain additional Existing Investors (in their capacity as Majority Holders acting together with the HealthCor Parties), pursuant to which, among other things, (i) the Majority Holders consented to the HealthCor Note Extensions, (ii) the Majority Holders consented to the issuance of the 2021 HealthCor Warrants and (iii) the parties agreed that the holders of the 2021 HealthCor Warrants would have registration rights for the shares of Common Stock issuable upon exercise of the 2021 HealthCor Warrants under the Registration Rights Agreement dated as of April 20, 2011, as amended June 30, 2015, by and among the Company, the HealthCor Parties and the additional investors party thereto (the “Registration Rights Agreement”).

On July 1, 2022, we entered into amendments to the 2014 HealthCor Notes, 2015 Supplemental Notes, Eighth Amendment Supplemental Closing Notes, Tenth Amendment Supplemental Closing Notes, Twelfth Amendment Supplemental Closing Note and Thirteenth Amendment Supplemental Closing Note (collectively, the “2022 Allonges”) to suspend the accrual of interest on the 2014 HealthCor Notes as to 100% of the outstanding principal amount under such notes, 2015 Supplemental Notes as to 100% of the outstanding principal amount under such notes, Eighth Amendment Supplemental Closing Notes as to 100% of the outstanding principal amount under such notes, Tenth Amendment Supplemental Closing Notes as to 100% of the outstanding principal amount under such notes, Twelfth Amendment Supplemental Closing Note as to 100% of the outstanding principal amount under such note, and Thirteenth Amendment Supplemental Closing Note as to 100% of the outstanding principal amount under such note, for all periods beginning on and after January 1, 2022. This was determined to be a Troubled Debt Restructure and is accounted for accordingly.

Also on December 30, 2022, the Existing Investors agreed to the cancellation by the Company and the forfeiting of their respective rights in and to the 2011 Warrants, 2014 Supplemental Warrants, Fifth Amendment Supplemental Warrants, Sixth Amendment Supplemental Warrants, Eighth Amendment Supplemental Warrants, 2021 Warrants and 2022 Warrants (collectively, the “Warrants”); and the Existing Investors have agreed to waive any and all interest that has accrued, but remains unpaid on the Existing Notes held by the Existing Investors; in exchange for releasing its second senior secured position they hold in connection with the 2011 Notes and 2012 Notes. The Existing Investors have agreed to waive any and all interest that has accrued, but remains unpaid on the Existing Notes held by the Existing Investors with the 2014 Notes along with the 2015 Notes, 2018 Notes, 2019 Note and 2020 Note. In exchange for releasing its second senior secured position they hold in connection with the 2011 Notes and 2012 Notes, the HealthCor Parties will receive an additional $5,000,000 in value in the Replacement Notes. In this troubled debt restructuring, all the conversion rates were changed to $0.10. The gain from this troubled debt restructuring was $1,489,357.

On March 30, 2023, HealthCor noteholders owning an aggregate of $36,000,000 Replacement Notes, entered into a Replacement Note Conversion Agreement, wherein half, fifty percent, of the HealthCor Replacement Notes were converted into shares of the Company’s common stock at a conversion price of $0.10 per share, resulting in the issuance of an aggregate of 180,000,000 shares. The other related and non-related parties Replacement Notes of $8,200,000 were likewise converted into shares of the Company’s common stock at a conversion price of $0.10 per share, resulting in the issuance of a combined total aggregate of 262,000,000 shares (the “Conversion Shares”). The shares bear a lockup legend that expires December 31, 2023.

1921

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Below is a summary of the total underlying shares of common stock related to HealthCor and related ~~investors:~~investors as of March 31, 2023

Investor Group	Underlying Shares of Common Stock

2011 HealthCor Notes		100,000,000
2012 HealthCor Notes		50,000,000
2014 HealthCor Notes		~~32,545,898~~25,000,000
~~2015 Investors~~		~~22,484,829~~
2015 HealthCor Notes		~~4,496,968~~5,000,000
~~February 2018 Investors~~TOTAL		~~70,043,246~~180,000,000
~~July 2018 Investors~~		~~32,583,203~~
~~2019 Investor~~		~~2,449,157~~
~~February 2020 Investor~~		~~13,439,916~~
~~TOTAL~~		~~178,043,217~~

Accounting Treatment

When issuing debt or equity securities convertible into common stock at a discount to the fair value of the common stock at the date the debt or equity financing is committed, a company is required to record a beneficial conversion feature (“BCF”) charge. We had three separate issuances of equity securities convertible into common stock that qualify under this accounting treatment, (i) the 2011 HealthCor Notes, (ii) the 2012 HealthCor Notes and (iii) the 2014 HealthCor Notes. Because the conversion option and the 2011 HealthCor Warrants on the 2011 HealthCor Notes were originally classified as a liability when issued due to the down round provision and the removal of the provision requiring liability treatment, and subsequently reclassified to equity on December 31, 2011 when the 2011 HealthCor Notes were amended, only the accrued interest capitalized as payment in kind (’(‘‘PIK’’) since reclassification qualifies under this accounting treatment. We recorded an aggregate of $~~1,622,052~~ 0and $~~1,906,090~~1,406,760 in interest for the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively, related to these transactions. For the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ we recorded $~~735,837~~0 and $~~1,462,564~~860,728, respectively, of ~~interest~~PIK related to the notes included in the HealthCor Purchase Agreement. The face amount of the 2012 HealthCor Notes, 2014 HealthCor Notes, the Fifth Amendment Notes and the Eighth Amendment Notes and all accrued PIK interest also qualify for BCF treatment as discussed above. Under the accounting standards, we determined that the restructuring of the HealthCor notes, pursuant to the terms of the Ninth Amendment, resulted in a troubled debt restructuring. As the future cash flows were greater than the carrying amount of the debt at the date of the amendment, we accounted for the change prospectively using the new effective interest rate for six months ended June 30, 2022.

Warrants were issued with the Fourth, Fifth, Eighth, Ninth, and Allonge 3 Amendment Notes and the proceeds were allocated to the instruments based on relative fair value as the warrants did not contain any features requiring liability treatment and therefore were classified as equity. At each amendment date, the warrants were recorded as debt discount, as a reduction of the net carrying amount of the debt. The debt discounts are amortized into interest expense each period under the effective interest method. The value allocated to the Ninth Amendment Warrants was $378,000. The value allocated to the Allonge 3 Amendment Warrants was $420,000.

Warrants were issued with Allonge 4 Amendment Notes and the proceeds were allocated to the instruments based on relative fair value as the warrants did not contain any features requiring ~~lia0bility~~liability treatment and therefore were classified as equity. At each amendment date, the warrants were recorded as debt discount, as a reduction of the net carrying amount of the debt. The debt discounts are amortized into interest expense each period under the effective interest method. The value allocated to the Allonge 4 Amendment Warrants was $240,000.

~~CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

NOTE 12 – JOINT VENTURE AGREEMENT

On December 31, 2019, the Company and Rockwell entered into a Second Amendment to the Rockwell Note (the “Second Rockwell Note Amendment”) pursuant to which Rockwell agreed to extend the term of the Rockwell Note by one year, to December 31, 2020, and agreed to extend the time to make the quarterly payment that would otherwise be due on December 31, 2019 toJanuary 31, 2020. We have evaluated the Second Amendment to the Rockwell Note under ASC 470 and determined that the amendment should be treated as a debt modification.

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On January 31, 2020, the Company and Rockwell entered into a Third Amendment to the Rockwell Note (the “Third Rockwell Note Amendment”), pursuant to which Rockwell agreed to extend the time to make the quarterly payment that would otherwise be due on January 31, 2020 (per the Second Rockwell Note Amendment) to February 10, 2020. We have evaluated the Third Amendment to the Rockwell Note under ASC 470 and determined that the amendment should be treated as a debt modification.

Effective as of March 31, 2020, the Company and Rockwell entered into a Fourth Amendment to the Rockwell Note (the “Fourth Rockwell Note Amendment”), pursuant to which Rockwell agreed to extend the time to make the quarterly payment that would otherwise be due on March 31, 2020 to April 16, 2020. We have evaluated the Fourth Amendment to the Rockwell Note under ASC 470 and determined that the amendment should be treated as a debt modification.

On December 31, 2020, the Company and Rockwell entered a Fifth Amendment to the Rockwell Note (the “Fifth Rockwell Note Amendment”), pursuant to which Rockwell agreed (i) to extend the term of the Promissory Note by one (1) year and continue the quarterly principal payments through September 30, 2021 with the final balloon payment due on December 31, 2021 and (ii) that the quarterly principal payment that would otherwise be due on December 31, 2020 will not be required to be made until the final balloon payment due date. We have evaluated the Fourth Amendment to the Rockwell Note under ASC 470 and determined that the amendment should be treated as a debt modification.

On November 30, 2021, the Company and Rockwell entered into a Sixth Amendment to the Rockwell Note (the “Sixth Rockwell Note Amendment”), pursuant to which Rockwell agreed to extend the term of the Rockwell Note by three months, to March 31, 2022, and agreed that the quarterly principal payment that would otherwise be due on December 31, 2021 will not be required to be made until March 31, 2022.

As of March 31, 2022, the Rockwell Note was paid off.

NOTE 13 – LEASE

Under ASC Topic 842, Leases (“ASC 842"), operating lease expense is generally recognized evenly over the term of the lease. The Company has an operating lease primarily consisting of office space with remaining lease term of 38 ~~months (Lease through~~ ~~August 31, 2025~~).

On September 8, 2009, we entered into a Commercial Lease Agreement (the “Lease”) for 10,578square feet of office and warehouse space expiring on June 30, 2015. On March 4, 2020, we entered into the Fourth Amendment to Commercial Lease Agreement (the “Lease Extension”), wherein we extended the Lease through August 31, 2025. The Lease Extension contains a renewal provision under which the Lease has been extended for an additional five-year period under the same terms and conditions of the original Lease Agreement. Management has identified this extension as a reassessment event, as we have elected to exercise the Lease Extension option even though the Company had previously determined that it was not reasonably certain to do so.

The Company has reassessed the discount rate at the remeasurement date, at 14.8% and the Company has remeasured its ROU asset and lease liability on our balance sheet using the discount rate that applies as of the date of the reassessment event to remeasure its Operating lease asset and lease liability. The reassessment is based on the remaining lease term and lease payments. The Company has further concluded that the Lease Extension has no effects on the classification of the Lease. Rent expense for the three months ended March 31, 2023 and 2022 was $75,887 and $82,706, respectively.

2123

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~The Company has further concluded that the Lease Extension has no effects on the classification of the Lease. Rent expense for the six months ended June 30, 2022 and 2021 was $154,202and $140,202, respectively.~~

Lease Position

Operating lease asset and liability for our operating lease were recorded in the condensed consolidated balance sheet as follows:

	As of June 30, 2022		As of December 31, 2021		As of March 31, 2023		As of December 31, 2022
Assets
Operating lease asset	$	497,059	$	555,150	$	401,066	$	434,330
Total lease asset	$	497,059	$	555,150	$	401,066	$	434,330

Liabilities
Current liabilities:
Operating lease liability	$	169,179	$	162,470	$	178,882	$	175,520
Long-term liabilities:
Operating lease liability, net of
current portion	$	378,821	$	445,033
Operating lease liability, net of current portion					$	266,386	$	305,259
Total lease liability	$	548,000	$	607,503	$	445,268	$	480,779

Undiscounted Cash Flows

Future lease payments included in the measurement of operating lease liability on the condensed consolidated balance sheet as of ~~June 30, 2022,~~March 31, 2023, for the following five fiscal years and thereafter as follows:

Quarter ending
June 30, 2022 Operating
Leases
Remaining 2022 $ 105,729
2023 214,631
2024 221,069
2025 150,679
Total minimum lease payments 692,108
Less effects of discounting (144,108 )
Present value of future minimum lease payments $ 548,000

~~CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

Quarter ending March 31, 2023	Operating Leases
Remaining 2023	$	161,766
2024		221,069
2025		150,679
Total minimum lease payments		533,515
Less effects of discounting		(88,247	)
Present value of future minimum lease payments	$	445,268

Cash Flows

The table below presents certain information related to the cash flows for the Company’s operating lease for the ~~six~~three months ended ~~June 30, 2022:~~March 31, 2023:

	Six Months Ended June 30, 2022			Three Months Ended March 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows for operating leases	$	(59,504	)	$	35,511

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 – SUBSEQUENT EVENTS

On April 7, 2023, the Company board of directors and its majority shareholders authorized an amendment to its articles to increase the number of authorized shares from Board authorized an Amendment to the Articles to increase from 500,000,000 to 800,000,000. The ~~Company has evaluated subsequent events through August 12, 2022, the date~~amendment was effective as of ~~filing of this Form 10-Q.~~May 22, 2023.

On ~~July 12, 2022, we~~April 29, 2023, the Company, the Borrower, the Subsidiary Guarantor, the Lender and the Tranche Three Lenders entered into ~~amendments~~a Thirtieth Amendment to Modification Agreement (the “Thirtieth Modification Agreement Amendment”), pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and May 31, 2023 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s (i) interest payments that would otherwise be due under the Credit Agreement on December 31, 2018, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020 and October 7, 2020 and (ii) payments for principal and for any other Obligations then outstanding under the Tranche One Loan and the Tranche Three Loans that would otherwise be due under the Credit Agreement on October 7, 2020, would each be deferred until May 31, 2023 (the end of the extended Modification Period).

On May 24, 2023, noteholders owning an aggregate of $18,000,000 Replacement Notes, provided the Company with a Conversion Notice, pursuant to the ~~2014 HealthCor~~terms of the Replacement Notes, ~~2015 Supplemental~~to convert the Replacement Notes ~~Eighth~~into shares of the Company’s common stock at a conversion price of $0.10 per share, resulting in the issuance of an aggregate of 180,000,000 shares.

On May 31, 2023 (the “Effective Date”), the Company, the Borrower, the Lender, Steven G. Johnson, President and Chief Executive Officer of the Company, and Dr. James R. Higgins, a director of the Company, entered into a Seventh Amendment ~~Supplemental Closing Notes, Tenth Amendment Supplemental Closing Notes, Twelfth Amendment Supplemental Closing Note~~to Credit Agreement (the “Seventh Credit Agreement Amendment”), pursuant to which the parties agreed to amend the Credit Agreement to, among other things, (i) provide that, after the Effective Date, all accrued but unpaid interest (including interest accrued but unpaid prior to the Effective Date and ~~Thirteenth Amendment Supplemental Closing Note (collectively, the “2022 Allonges”) to suspend the accrual of~~excluding interest payable on the ~~2014 HealthCor Notes as~~Maturity Date, in connection with any prepayment, or in the event of an Event of Default, which interest will be payable in cash) accruing on Tranche One Loans and Tranche Three Loans will be paid-in-kind on each Interest Payment Date by being added to ~~100~~%the aggregate principal balance of the ~~outstanding principal amount under such notes, 2015 Supplemental Notes as to~~ ~~100~~%respective loans in arrears on each Interest Payment Date; (ii) require certain mandatory prepayments of the ~~outstanding principal~~loans by the Company, including (A) quarterly prepayments in the amount, ~~under such notes, Eighth Amendment Supplemental Closing Notes as~~if any, that the Company’s Excess Cash Flow exceeds $600,000, (B) monthly transfers to the Inventory Reserve Account in the amount, if any, the Company’s cash exceeds $~~100~~1,200,000%, (C) prepayment in the amount, if any, the Company’s Inventory Reserve Account exceeds $600,000, and (D) prepayment in the amount, if any, of 100% of the ~~outstanding principal amount under such notes, Tenth Amendment Supplemental Closing Notes as~~gross proceeds of any indebtedness incurred by the Company (other than permitted indebtedness); and (iii) extend the Maturity Date to ~~100% of the outstanding principal amount under such notes, Twelfth Amendment Supplemental Closing Note as to~~ ~~100% of the outstanding principal amount under such note, and Thirteenth Amendment Supplemental Closing Note as to~~ ~~100% of the outstanding principal amount under such note, for all periods beginning on and after~~ ~~January 1, 2022~~December 31, 2024. ~~The Company is evaluating the accounting impact of this amendment.~~

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

The following discussion and analysis provide information which our management believes to be relevant to an assessment and understanding of our results of operations and financial condition. This discussion should be read together with our condensed consolidated financial statements and the notes to the financial statements, which are included in this Quarterly Report on Form 10-Q (the “Report”). This information should also be read in conjunction with the information contained in our Form ~~10-K~~10-K/A filed with the Securities and Exchange Commission (the “SEC”). on May 26, 2023. The reported results will not necessarily reflect future results of operations or financial condition.

Throughout this ~~Quarterly~~ Report, ~~on Form 10-Q (the “Report”),~~ the terms “we,” “us,” “our,” “CareView,” or “Company” refers to CareView Communications, Inc., a Nevada corporation, and unless otherwise specified, includes our wholly owned subsidiaries, CareView Communications, Inc., a Texas corporation (“CareView-TX”) and CareView Operations, LLC, a Nevada limited liability company (“CareView Operations”) (collectively known as the “Company’s Subsidiaries”).

We maintain a website at www.care-view.com and our Common Stock trades on the OTCQB under the symbol “CRVW.’’

Company Overview and Recent Developments

As a leader in turnkey patient video monitoring solutions, CareView is redefining the standard of patient safety in hospitals and healthcare facilities across the country. For over a decade, CareView has relentlessly pursued innovative ways to increase patient protection, providing next generation solutions that lower operational costs and foster a culture of safety among ~~patient,~~patients, staff, and hospital leadership. With installations in more than 150 hospitals, CareView has proven that its innovative technology is creating a culture of patient safety where patient falls have decreased by 80% ~~with~~and sitter costs reduced by more than 65%. Anchored by the CareView Patient Safety ~~System,~~System® and CareView Patient Care System™, this modular, scalable solution delivers flexible configurations to fit any facility while significantly increasing patient safety, care, and operational savings. All configurations feature HD cameras, high-fidelity 2-way audio/video, LCD displays for the ultimate in capability, flexibility, and affordability.

SitterView® and ~~TeleMedView~~TeleMedView™ allows hospital staff to use CareView’s high-quality video cameras with pan-tilt-zoom and 2-way video functionality to observe and communicate with patients remotely. With CareView, hospitals are safely monitoring more patients while providing a higher level of care by leveraging CareView’s patented technology, a portfolio that includes 40 patents. TeleMedView leverages the CareView Mobile Controller’s built-in monitor and can work with the CareView Portable Controller as well. Usage of ~~SitterView®~~SitterView and TeleMedView has increased in response to a growing demand for remote patient monitoring driven by increasing demands for care and staffing shortages in the healthcare industry.

~~COVID-19 Outbreak~~The CareView Patient Safety System enables virtual nursing workflows for patient observation, companionship, care concierge, and administrative tasks can ease workloads and improve care delivery. Hybrid patient care, the combination of bedside and virtual care, allows hospitals to keep nurses working at the top of their licenses and creates flexible and scalable workforce options. CareView’s integrations with existing clinical workflow and patient engagement tools allow providers to access patient rooms virtually from within the EHR workflow. CareView then becomes the centralized hub for a patient-centric, interconnected virtual care system.

~~The Company has considered~~In October 2022, CareView received Innovative Technology Designation after the ~~effects~~Innovative Technology Exchange in Dallas, Texas. Every year, healthcare experts serving on the member-led councils of ~~COVID-19 in~~Vizient, Inc., (“Vizient”), the ~~preparation~~nation’s largest healthcare performance improvement company, review select products and technologies for their potential to enhance clinical care, patient safety, healthcare worker safety or to improve business operations of ~~the financial statements as of~~healthcare organizations. Vizient’s diverse membership and ~~for the period ended June 30, 2022. We have been able to continue providing services to our current~~ customer base includes academic medical centers, pediatric facilities, community hospitals, integrated health delivery networks, and ~~have not yet experienced a slowdown~~non-acute health care providers, and represents more than $130 billion in ~~collections.~~

~~On March 27, 2020,~~annual purchase volume. Technology designations are awarded to previously contracted products to signal to healthcare providers the Coronavirus Aid, Relief, and Economic Security (CARES) Act (the “Act”) was enacted. The CARES Act is an approximately $2 trillion emergency economic stimulus package in response to the coronavirus outbreak, which among other things contains numerous income tax provisions. Someimpact of these ~~tax provisions were retroactively effective for years ending before the date~~innovations on patient care and business models of ~~enactment.~~healthcare organizations.

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CareView Patient Safety System

Our CareView Patient Safety System provides innovative ways to increase patient protection, provides advanced solutions that lower operational costs, and helps hospitals foster a culture of safety among patients, staff, and hospital leadership. We understand the importance of providing high quality patient care in a safe environment and believe in partnering with hospitals to improve the quality of patient care and safety by providing a system that monitors continuously. We are committed to providing an affordable video monitoring tool to improve the practice of nursing, create a better work environment and make the patient’s hospital stay more satisfying. Our suite of products and services can simplify and streamline the task of preventing and managing patients’ falls, enhance patient safety, improve quality of care, and reduce costs. Our products and services can be used in all types of hospitals, nursing homes, adult living centers, and selected outpatient care facilities domestically and internationally.

The CareView Patient Safety System includes CareView’s ~~SitterView®,~~SitterView, providing a clear picture of up to 40 patients at once, allowing staff to intervene and document patient risks more quickly. SitterView features intuitive decision support pathway, guiding staff alarm response and pan- tilt-zoom functionality, allowing staff to home in on areas of interest. CareView’s new Analytics Dashboard provides real-time metrics on utilization, compliance, and outcome data by day, week, month, and quarter. Outcomes are automatically compared to organizational goals to evaluate real-time ROI.

CareView’s next generation of in-room camera; the CareView Controller features an HD camera, ~~high- fidelity~~high-fidelity 2-way audio, and an LCD display, harnessing increased performance to deliver the ultimate in capability, flexibility, and affordability for all types of hospitals. Building on top of CareView’s patented Virtual Bed ~~Rails~~Rails® and Virtual Chair ~~Rails~~Rails® predictive technology, the CareView Controller uses machine learning to differentiate between normal patient movements and behaviors of a patient at risk. This technology results in less false alarms, faster staff intervention, and a significant reduction in patient falls.

The CareView Controller is available in multiple configurations for permanent or temporary ~~situations,~~situations; the CareView Mobile, Portable, and Fixed Controller. For situations that demand that the camera come to the patient, the CareView Mobile Controller on wheels comes with an uninterrupted external power supply for situations where power may not be readily available and can operate on the facility’s wireless network. For monitoring patients within a general care unit, the CareView Portable Controller can be easily removed from mounts and moved where the workflow dictates, making this application perfect for general use. For high-risk patient rooms where behavior and self-harm may be a factor, or where a patient must be continuously monitored, the CareView ~~fixed~~Fixed Controller can be installed seamlessly in the ceiling tiles leaving no exposed wiring making it ligature resistant.

The CareView Patient Safety System can be easily configured to meet the individual privacy and security requirements of any hospital or nursing facility. CareView is compliant with the Health Insurance Portability and Accountability Act (“HIPAA”) ~~compliant~~ and ~~HITRUST certified.~~certified by HITRUST. Additional HIPAA-compliant features allow privacy options to be enabled at any time by the patient, nurse, or physician.

CareView Patient Safety System Products and Services Agreement with Healthcare Facilities

CareView’s subscription-based model is offered to healthcare facilities through a Products and Services Agreement (the “P&S Agreement(s)”). During the term of the P&S Agreement, we provide continuous monitoring of the CareView Patient Safety System products and services deployed to a healthcare facility and maintain and service all equipment installed by us. Under the subscription-based model, terms of each P&S Agreement require the healthcare facility to pay us a monthly fee based on the number of selected, installed, and activated services. None of the services provided through the Primary Package are paid or reimbursed by any third-party provider including insurance companies, Medicare, or Medicaid. We also enter into corporate-wide agreements with healthcare companies (the “Master Agreement(s)”), wherein the healthcare companies enter into individual facility level agreements that are substantially like our P&S Agreements.

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Master Agreements and P&S Agreements are currently negotiated for a period of ~~five~~three years ~~with a minimum of two or three years; however, older P&S Agreements were negotiated for a five-year period~~ with a provision for automatic renewal. P&S Agreements specific to pilot programs (“P&S Pilot Agreements”) contain pricing terms substantially like P&S Agreements, are generally three or six-months in length and can be extended on a month-to-month basis as required. Regarding the subscription-based model, we own all rights, title, and interest in and to the equipment we install at each location and agree to maintain and repair it; although, we may charge for repairs or replacements due to damage or misuse. We are not responsible for maintaining data arising from use of the CareView Patient Safety System or for transmission errors, corruption or compromise of data carried over local or interchange telecommunication carriers. We grant each healthcare facility a limited, revocable, non-transferable, and nonexclusive license to use the software, network facilities, content, and documentation on and in the CareView Patient Safety System to the extent, and only to the extent, necessary to access, explore and otherwise use the CareView Patient Safety System in real time. Such non-exclusive license expires upon termination of the P&S Agreement.

We use specific terminology to better define and track the staging and billing of the individual components of the CareView Patient Safety System. The CareView Patient Safety System includes three components which are separately billed; the CareView Controller (previously known as RCP), the CareView SitterView Monitor, and the CareView Application Server (each component referred to as a “unit”). The term “bed” refers to each healthcare facility bed as part of the overall potential volume that a healthcare facility represents. For example, if a healthcare facility has 200 beds, the aggregate of those beds is the overall potential volume of that healthcare facility. The term “bed” is often used interchangeably with “CareView Controller” as this component of the CareView Patient Safety System consistently resides within each room where the “bed” is located. On average, there are six SitterView Monitors for each 100 beds. The term “deployed” means that the units have been delivered to the healthcare facility but have not yet been installed at their respective locations within the facility. The term “installed” means that the units have been mounted and are operational. The term “billable” refers to the aggregate of all units on which we charge fees. Units become billable once they are installed and the required personnel have been trained in their use. Units are only deployed upon the execution of a P&S Agreement or P&S Pilot Agreement.

CareView Patent Safety System Sales-Based Model

CareView’s sales-based model ~~has~~ commenced with the introduction of our updated technology. CareView has also aligned its contracting model to meet the preferred acquisition model in the hospital industry. CareView now sells its proprietary equipment to facilities in lieu of lending the equipment as defined ~~above,~~ under the subscription-based model. In doing so, the facility is billed for the hardware on acceptance of the contract. After CareView’s equipment is delivered to the facility, CareView begins the process of installing and securely integrating the equipment and software. Upon completion of installation, training, and “go-live”; referring to all systems in full operation, CareView bills the facility for the installation, training, and an annual software license fee. CareView will continue to bill the facility an annual software license fee until the end of the contract. The shift ~~in our new contracting~~to the sales-based model has an immediate impact on ~~the company’s~~our operations resulting in greater cash flow within 30 days of contract signing.

CareView continues its dedication to provide service and support on a 24x7x365 basis for every customer under ~~the prior and updated revenue models.~~every contract.

CareView Connect

Our mission is to be the leading provider of resident monitoring products and services for the ~~long- term~~long-term care industry. We took what we learned in our medical facility business and applied it to developing a product to serve the long-term care market. With CareView Connect Quality of ~~Life~~Life® System (“CareView Connect”), CareView has again positioned itself as a technology leader with its innovative suite of products specifically designed for all aspects of the long-term care market, including Nursing Care, Home Care, Assisted Living and Independent Living.

With this mission in mind, in the second quarter of 2018, the Company introduced a new sensor product ~~that has~~with application in both the assisted living center market and the home health market. CareView Connect leverages both passive and active sensors to track the activities of daily life. CareView Connect provides peace of mind by using data from the resident’s activity, existing conditions, and environment to notify a caregiver of potential emergencies and identify the need for dignified support. CareView Connect consists of a small emergency assist button, two motion sensors, one sleep sensor, and one event sensor. Resident activity levels, medication administration, sleep patterns, and requests for assistance can all be monitored depending on which options are selected.

The skilled nursing home market consists of approximately 2,000,000 beds, which is double the size of the current hospital/healthcare facility bed market. The assisted living center market is even larger at approximately 3,000,000 beds. Our products flow naturally into the nursing home space as it is substantially the same setting as hospital rooms.

CareView Connect is a platform consisting of several products and applications targeted at improving the level of care and efficiency. CareView ~~is building~~built a cohesive and tightly integrated solution that solves several problems that long-term care facilities face. We offer an array of wearable and stationary buttons that allow a resident to summon help either for an emergency or assistance, which can be anything from toileting help to assistance putting on their shoes. We offer a mobile app capable of delivering an alert to the caregiver and allows them to document information around that ~~alert. This allows for workflows and reports around the alerts, i.e.~~alert, how long before the alert was handled and, what was the cause of the alert, and if it was not acknowledged in a timely manner then the alert is escalated to another individual or group. This ensures that every alert is responded to timely and is verifiable. ~~In addition, the caregiver usually is carrying out a litany of daily activities directed at each facility resident.~~

Alert Management and Monitoring System

CareView Connect provides a suite of hardware and software that facilitate a data-driven solution for alert management and monitoring. CareView Connect’s solution provides additional context, including location of the resident, which improves response time by the staff. The alert system includes a documentation platform that allows the facility’s staff to classify the reason for alerts and provides metrics around response time. CareView Connect’s solution involves several passive sensors that monitor the resident.

Caregiver Platform

The caregiver platform includes a “Leave of Absence” component, which allows the facility to document when the resident is outside of their room for a duration of time. This information is incorporated with known data from the workflows and sensors to improve awareness. The Caregiver Connect mobile application provides a convenient and intuitive interface to the CareView Connect platform. The caregiver can use the mobile app to capture important information and interface with critical workflows, such as acknowledging and documenting alert presses by the resident. CareView Connect also provides a product focused on capturing and measuring the mental state and pain experienced by the resident. “How are you feeling today?” provides a convenient way to capture information about the mental state of the resident using emojis. Similarly, “What is your pain today?” allows the staff to categorize and document pain. Connect Resident is a tablet application intended for the resident’s direct use. This product currently supports video conferencing with a remote caregiver, becoming a communications conduit for telehealth. Connect Resident also supports “How are you feeling today?”, which allows the resident to submit this information directly.

Quality of Life Metrics

CareView ~~is developing~~developed its own algorithm for measuring quality of life based on “best of breed” research and leveraging the data collected by the platform. CareView Connect’s Quality of Life Metrics focuses on several categories, including Physical Activity, Bodily Pain, General Health, Vitality, Social Interaction, Mental Health, and Sleep Quality. Leveraging this data, the facility and their staff have improved visibility into the health and well-being of their residents. By applying machine learning and predictive analytics, subtle patterns and trends that may not otherwise be visible become actionable. The facility can use this information to present a more compassionate and capable level of care, differentiating the facility from their competition. The Quality of Life Metrics information can be made available to the family and loved ones, opening a new channel of remote awareness and care. Because the information is collected automatically, the family gains awareness on issues of which their loved ones may normally be unaware. The Connect Family mobile application allows family members to monitor their loved one and receive alerts and notifications based on their preferences.

Pricing Structure and Revenue Streams

The CareView Connect suite of products and services offers multiple pricing models. We work with each facility on pricing to offer an affordable package based on the demographics of the residents of the facility. The pricing structure with each facility is negotiated separately. Typically, we offer the CareView Connect basic package at a price per monitored room with varying price structures based on number of sensors and number of residents in each facility.

Purchasing Agreement with Decisive Point Consulting Group, LLC

On February 2, 2021, we partnered with Decisive Point Consulting Group, a Department of Veterans Affairs Contractor Verification Enterprise (CVE) and a Verified Service-Disabled Veteran Owned Small Business (SDVOSB), to expand our reach within the VA hospitals and Community Living Centers space. Our partnership reflects our desire to collaborate with companies that share our vision of patient safety. We continue to use this partnership to contract with VA hospitals and their Community Living Centers (“CLC”).

Indefinite Delivery Indefinite Quality (IDIQ) Contract

On September 10, 2021, the ~~company~~Company entered an Indefinite Delivery Indefinite Quality (IDIQ) contract for Telecare Services with, ~~their partnership,~~ Shore Systems and Solutions, LLC (S3). The award provides S3 with a path to providing the CareView Patient Safety System to veterans and their families receiving care at the 1,293 Veterans Health Administration (“VHA”) facilities across the United States and Territories.

General Service Administration Multiple Award Schedule

Pursuant to the terms of the Company’s General Service Administration (“GSA”) Multiple Award Schedule contract (“MAS”), the MAS allows us to sell the CareView Patient Safety System at a negotiated rate to the approximate 169 United States Department of Veterans Affairs (“VA”) facilities with over 39,000 licensed beds and the approximate 42 DOD hospitals with over 2,600 licensed beds. The ~~updated contracting~~sales-based model was added to the MAS, which allows us to sell the proprietary hardware and license the software on an annualized basis. The MAS is one of the most widely accepted government contract vehicles available to agency procurement officers. GSA’s application process requires potential vendors to be recognized as highly credible and well established. CareView is a sole source provider. Our products and services represent an enormous opportunity to improve the health and safety of our Nation’s veterans.

Group Purchasing Agreement with HealthTrust Purchasing Group, LP

On December 14, 2016, the Company entered a Group Purchasing Agreement with HealthTrust Purchasing Group, L.P. (“HealthTrust”) (the “HealthTrust GPO Agreement”), the nation’s only committed-model Group Purchasing Organization (“GPO”) headquartered in Nashville, Tennessee. HealthTrust serves approximately 1,600 acute care facilities and members in more than 26,000 other locations, including ambulatory surgery centers, physician practices, long-term care, and alternate care sites. The agreement was effective on January 1, 2017 and all CareView Patient Safety System components and modules are available for purchase by HealthTrust’s exclusive membership. HealthTrust members may order CareView’s products and services included in the agreement directly from CareView.

On October 1, 2018, the Company added CareView Connect to the HealthTrust GPO Agreement.

On November 1, 2020, the ~~updated contracting~~sales-based contract model ~~has been~~was added to the HealthTrust GPO Agreement which allows us to sell the proprietary hardware and license the software on an annualized basis. On December 1, 2021, the HealthTrust GPO Agreement was renewed for another ~~3-years~~3 year term. We continue to work with HealthTrust and their members to expand contracts.

Group Purchasing Agreement with Premier, Inc.

On June 8, 2022 the Company entered a Group Purchasing Agreement with Premier, Inc. (“Premier”), headquartered in Charlotte, N.C. Premier is a leading healthcare improvement company, uniting an alliance of more than 4,400 U.S. hospitals and health systems and approximately 225,000 other providers and organizations to transform healthcare. The agreement was effective on June 15, 2022 and all Gen 5 CareView Patient Safety System components and modules are available for purchase by Premier’s exclusive membership. Premier members may order CareView’s products and services included in the agreement directly from CareView. We are continuing to work with Premier on new contracts.

Summary of Product and Service ~~Usage~~of Sales-based Contracts

Our contracts typically include multiple combinations of our products, software solutions, and related services with multiple payment options. Customers can continue to lease our equipment under our subscription model or can purchase our equipment upfront under our ~~recently implemented~~ sales-based contract model with an auto-renewal at the end of each contract period. The new sales-based contract offers our customers the flexibility of capitalizing on their investment, which in turn, replenishes our cash reserves. For the years ended December 31, 2022, and 2021, the Company executed sales-based contracts in approximate aggregated amounts of $4,309,000 and $5,600,000.

Results of Operations

Three months ended ~~June 30, 2022,~~March 31, 2023 compared to three months ended ~~June 30, 2021~~March 31, 2022

	Three months ended June 30,									Three months ended March 31,
	2022			2021			Change			2023			2022			Change
	(000 ’s)										(000’s)
Revenue	$	1,697		$	1,545		$	152		$	1,782		$	2,319		$	(537	)
Operating expenses		2,230			2,274			(44	)		2,298			2,642			(344	)
Operating income		(533	)		(729	)		196			(516	)		(323	)		(193	)
Other, net		(1,969	)		(2,291	)		322			(830	)		(2,022	)		1,192
Net loss	$	(2,502	)	$	(3,020	)	$	518		$	(1,346	)	$	(2,345	)	$	999

Revenue

Revenue ~~increased~~decreased approximately ~~$152,000~~$537,000 for the three months ended ~~June 30, 2022,~~March 31, 2023 as compared to the same period in ~~2021.~~2022. The ~~increase was attributable~~decrease in revenue is mainly a result of decrease in sales of our new Gen5 equipment in which January 2022 had a major sale to ~~recognizing deferred revenue from software sales.~~HCA Central West Texas, St. David’s Healthcare.

Operating Expenses

Our principal operating costs include the following items as a percentage of total operating expense.

	Three Months Ended June 30,						Three Months Ended March 31,
	2022			2021			2023			2022
Human resource costs, including benefits and non-cash compensation		57	%		54	%		54	%		51	%
Professional and consulting costs		12	%		11	%		12	%		9	%
Depreciation and amortization		7	%		7	%		7	%		6	%
Other product deployment costs, excluding human resources and travel and entertainment costs		1	%		5	%		2	%		5	%
Travel and entertainment expense		0	%		4	%		3	%		2	%
Other expenses		23	%		19	%		22	%		27	%

~~Management controlled operating~~Operating expenses ~~relatively flat to prior comparative period.~~decreased by a net 13% because of the following items:

		(000’s)
Human resource costs, including benefits and non-cash compensation	$	89
Depreciation and amortization		(13	)
Other product deployment costs, excluding human resources and travel and entertainment expense		23
Professional and consulting costs		(30	)
Travel and entertainment expense		81
Other expenses		194
	$	344

~~Other, net~~

~~Other, net~~Human resource related costs (including salaries and benefits and non-cash compensation) decreased approximately ~~$322,000 for~~$89,000 due to lower payroll costs of professional staff, overtime and commissions paid out during the three months ended ~~June 30, 2022,~~March 31, 2023 as compared to the ~~same period in 2021. The decrease was attributable to not having the one-time HealthCor Allonge 3 Amendment debt restructuring and warrants~~three months ended March 31, 2022. Product deployment costs ~~as in the same period in 2021.~~

~~Net Loss~~

~~Our second quarter 2022 net loss of approximately $2,502,000~~ decreased approximately ~~$518,000 or 17%,~~$23,000 due to decreased in installation transportation costs. Travel and entertainment costs decreased approximately $81,000 due to significantly less corporate transportation costs. For the comparable periods, Other expenses decreased approximately $194,000, primarily as ~~compared to approximately $3,020,000 net loss for the second quarter~~a result of ~~2021.~~

~~Six months ended June 30, 2022, compared to six months ended June 30, 2021~~

Six months ended
June 30,

2022 2021 Change
(000 ’s)
Revenue $ 4,016 $ 3,910 $ 106
Operating expenses 4,872 4,413 459
Operating income (856 ) (503 ) (353 )
Other, net (3,990 ) (5,004 ) 1,014
Net loss $ (4,846 ) $ (5,507 ) $ 661

~~Revenue~~

Revenue increased approximately $106,000 for the six months ended June 30, 2022, as compared to the same period in 2021. The increase was attributable to recognizing deferred revenue from software sales.cost of sales, patent maintenance expense, business insurance expense, advertising & marketing expense and property taxes.

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~~Operating Expenses~~

~~Our principal operating costs include the following items as a percentage of total operating expense.~~

Six Months Ended
June 30,

2022 2021
Human resource costs, including benefits and non-cash compensation 55 % 56 %
Professional and consulting costs 11 % 11 %
Depreciation and amortization 6 % 7 %
Other product deployment costs, excluding human resources and travel and entertainment costs 5 % 5 %
Travel and entertainment expense 3 % 3 %
Other expenses 20 % 18 %

Operating expenses increased by a net 10% or $459,000. The increase was attributable to patent maintenance, property taxes, sales taxes, software licenses, advertising and marketing, hospital credentialing, trade shows, and rent being higher than the comparable period.

Other, net

Other ~~net decreased~~non-operating income and expense increased by approximately ~~$1,014,000~~$1,192,000 or 58.9%, for the ~~six~~three months ended ~~June 30, 2022, as compared~~March 31, 2023 in comparison to the same period in ~~2021. The decrease was attributable to not having~~2022, primarily because of the ~~one-time HealthCor Allonge 3 Amendment debt restructuring~~cancellation of all Non-PDL, related and ~~warrants costs~~non-related parties’ interest expense and ~~remeasuring the debt at the modification date at the new effective date, which was lower than the same period in 2021.~~

warrants.

Net Loss

~~Year-to-date 2022~~As a result of the factors above, our first quarter 2023 net loss of approximately ~~$4,846,000~~$1,346,000 decreased approximately ~~$660,000~~$999,000 or ~~12%~~42.6%, as compared to approximately ~~$5,507,000~~$2,345,000 net loss for the ~~comparable six months~~first quarter of ~~2021.~~2022.

Liquidity and Capital Resources

Accounting standards require management to evaluate whether the Company can continue as a going concern for a period of one year after the date of the filing of this Form 10-Q (“evaluation period”). In evaluating the Company’s ability to continue as a going concern, ~~Management~~management considers the conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months after the Company issues its financial statements. For the period ended ~~June 30, 2022, Management~~March 31, 2023, management considers the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows, and the Company’s conditional and unconditional obligations due before ~~August 12, 2023.~~June 6, 2024.

The Company is subject to risks like those of healthcare technology companies whereby revenues are generated based on both on a sales-based and subscription-based business model such as dependence on key individuals, uncertainty of product development, generation of revenues, positive cash flow, dependence on outside sources of capital, risks associated with research, development, and successful testing of its products, successful protection of intellectual property, ability to maintain and grow its customer base, and susceptibility to infringement on the proprietary rights of others. The attainment of profitable operations is dependent on future events, including obtaining adequate financing to fulfill the Company’s growth and operating activities and generating a level of revenues adequate to support the Company’s cost structure.

The Company has experienced net losses and significant cash outflows from cash used in operating activities over the past years. As of and for the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, the Company had an accumulated deficit of ~~$202,736,963,~~$205,279,478, loss from operations of ~~$856,520,~~$516,365, net cash used inby operating activities of ~~$79,208,~~$74,554, and an ending cash balance of ~~$503,080.~~$441,973.

As of ~~June 30, 2022,~~March 31, 2023, the Company had ~~an operating net~~a working capital deficit of ~~$644,862, which is accounts receivable plus inventory minus accounts payable.~~$53,340,182 consisting primarily of PDL notes payables. Management has evaluated the significance of the conditions described above in relation to the Company’s ability to meet its obligations and concluded that, without additional funding, the Company will not have sufficient funds to meet its obligations within one year from the date the condensed consolidated financial statements were issued. While management will look to continue funding operations by increased sales volumes and raising additional capital from sources such as sales of its debt or equity securities or loans to meet operating cash requirements, there is no assurance that management’s plans will be successful.

As of the date of this quarterly filing, the Company modified its 2011 HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP senior secured notes currently classified as long-term liabilities that were due April 20, 2021, for a total of approximately $46,000,000 and 2012 HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP senior secured notes classified as long- term liabilities due January 31, 2022, for a total of approximately $10,600,000 to extend the due dates to April 20, 2023.

On March ~~08,~~8, 2022, we agreed with the HealthCor Parties to (i) amend the 2011 HealthCor Notes to extend the maturity date of the 2011 HealthCor Notes from April 20, 2022 to April 20, 2023 by entering into Allonge No. 4 to the 2011 HealthCor Notes (the “Third 2011 Note Allonges”) and (ii) amend the 2012 HealthCor Notes to extend the maturity date of the 2012 HealthCor Notes from April 20, 2022 to April 20, 2023 by entering into Allonge No. 4 to the 2012 HealthCor Notes (the “Fourth 2012 Note Allonges”) (such amendments to the 2011 HealthCor Notes and 2012 HealthCor Notes together, the “HealthCor Note Extensions”). In connection with the HealthCor Note Extensions, we issued the HealthCor parties warrants to purchase an aggregate of 3,000,000 shares of our Common Stock at an exercise price per share equal to $0.09 per share (subject to adjustment as described therein) and with an expiration date of March 08, 2032 ~~to the HealthCor Parties~~ (collectively the “2021 HealthCor Warrants”).

On June 23, 2022, we agreed with the PDL Investment Holdings, LLC along with Steve G. Johnson and Dr. James R. Higgins in their collective capacity as the Tranche Three Lender to extend the due date from JuneDecember 30, 2022, ~~until~~the Company entered into a consent and agreement to cancel and exchange existing notes and issue replacement notes and cancel warrants (the “Cancellation Agreement”) with certain holders (the “Investors”) of senior secured convertible promissory notes (“Notes”) and warrants (“Warrants”) to purchase the Company’s common stock, that were issued pursuant to the Note and Warrant Purchase Agreement, dated as of April 21, 2011 (as amended, modified, or supplemented from time to time) (the “Purchase Agreement”). The Cancellation Agreement provided for the cancellation of all outstanding Notes and Warrants issued pursuant to the Purchase Agreement in exchange for the issuance of replacement senior secured convertible promissory notes (the “Replacement Notes”) with an aggregate principal amount of $44,200,000. The maturity date of the Replacement Notes was December 31, ~~2022.~~2023. No interest accrues on the Replacement Notes. As of March 31, 2023, $18,000,000 remains of the replacement convertible notes.

Management continues to monitor the immediate and future cash ~~flows~~flow needs of the ~~company~~Company in a variety of ways which include forecasted net cash flows from operations, capital expenditure control, new inventory orders, debt modifications, increases sales outreach, streamlining and controlling general and administrative costs, competitive industry pricing, sale of equities, debt conversions, new product or services offerings, and new business partnerships.

The Company’s net losses, ~~and~~ cash outflows, and working capital deficit raise substantial doubt ~~exists~~ about the Company’s ability to continue as a going concern through ~~August 12, 2023.~~June 6, 2024. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. A successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support the Company’s cost structure.

Critical Accounting Estimates

Please refer to our Annual Report on Form ~~10-K~~10-K/A for the year ended December 31, ~~2021~~2022 filed with the Commission on ~~March 31, 2022~~May 26, 2023 and incorporated herein by reference, for detailed explanation of our critical accounting estimates, which have not changed significantly during the three months ended ~~June 30, 2022.~~March 31, 2023.

Recently Issued and Newly Adopted Accounting Pronouncements

We do not expect that the adoption of any recent accounting pronouncements will have a material impact on our accompanying condensed consolidated financial statements.

Recent Events

~~None.~~On March 30, 2023, investors holding an aggregate of $26,200,000 of Replacement Notes exercised their right to convert the debt into shares of the Company’s common stock at $0.10 per share (the “First Tranche”). Upon conversion, the Company issued the investors in the First Tranche an aggregate of 262,000,000 shares. The First Tranche only converted 50% of the HealthCor Replacement Notes. Due to the insufficient number of the Company’s available authorized shares of common stock, a shareholder vote to authorize an increase in the Company’s authorized shares of common stock to 800,000,000 was approved on May 26, 2023.

On May 24, 2023, noteholders owning an aggregate of $18,000,000 Replacement Notes, provided the Company with a Conversion Notice, pursuant to the terms of the Replacement Notes, to convert the Replacement Notes into shares of the Company’s common stock at a conversion price of $0.10 per share, resulting in the issuance of an aggregate of 180,000,000 shares.

3234

Item 3. Quantitative and Qualitative Disclosures about Market Risk

None.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), we carried out an evaluation, with the participation of our management, including Steve G. Johnson, our Chief Executive Officer (“CEO”) and principal executive officer, and Jason T. Thompson, our principal financial officer and chief accounting officer, of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Report.

Under the supervision and with the participation of our CEO and principal financial and chief accounting officer, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of ~~June 30, 2022.~~March 31, 2023. Based on that evaluation, our CEO and principal financial and chief accounting officer concluded that our disclosure controls and procedures were not effective as of ~~June 30, 2022~~March 31, 2023 due to the continuing existence of a material weakness in internal control over financial reporting described below (which we view as an integral part of our disclosure controls and procedures). Based on the performance of additional procedures designed to ensure the reliability of our financial reporting, we believe that the condensed consolidated financial statements included in this ~~Quarterly~~ Report ~~on Form 10-Q~~ fairly present, in all material respects, our financial position, results of operations and cash flows as of the dates, and for the periods, presented, in conformity with accounting principles generally accepted in the United States (“GAAP”).

Material Weakness and Remediation Plan

A material weakness is a deficiency, or a combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has determined that the Company did not maintain effective internal control over financial reporting as of the ~~month~~quarter ended ~~June 30, 2022~~March 31, 2023 due to the existence of the material weaknesses described below.

Management determined that the Company did not maintain effective internal control over financial reporting as of ~~June 30, 2022,~~March 31, 2023, due to the existence of the following material weaknesses:

a.●

It was determined that the Company does not have effective controls over the identification and evaluation of the GAAP accounting for certain complex transactions in the areas of revenues, debt, and income taxes, due to a lack of technical expertise.

b.●

Due to a lack of accounting resources, it was determined that the Company had inadequate segregation of duties in place ofrelated to its financial reporting and other management oversight. Specifically, the accounting personnel had responsibility for initiating transactions in the financial statement areas of revenues, equity, payroll, debt, and financial reporting, recording transactions, and preparing financial reports.

3335

Additionally, during the year ended December 31, 2021, management identified a material weakness in the segregation of information technology (“IT”) systems that support the Company’s financial reporting processes due to a lack of IT resources.

Based on additional procedures and post-closing review, Management concluded that the consolidated financial statements including this report present fairly, in all material respects, results of operations, and cash flows for the periods presented, in conformity with accounting principles accepted in the United States.

~~Steps~~We began to take steps to address our material weaknesses, through our remediation ~~plan are as follows:~~plan. We implemented the following measures:

●

Identify and employ additional full-time highly qualified accounting personnel to join the corporate accounting function to enhance overall monitoring, maintain standard internal controls, and accounting oversight within the Company.

●

The Company hired ~~on May 16, 2022~~ a certified public accountant (“CPA”) as its Controller ~~who is in process of recruiting~~and a ~~senior-level accountant CPA eligible in addition to~~Senior Accountant while contracting with the ~~staff-level accountant pursuing CPA eligibility.~~former Senior Accountant.

●

Implement enhanced documentation associated with management review controls and validation of the completeness and accuracy of financial reporting and key management financial reports.

●

Provide training of standard operating procedures and internal controls to key stakeholders within the supply chain, logistics, and inventory processes.

●

Enhance and automate existing internal control to ensure proper authorization, review, and recording of financial transactions.

●

On an as-needed basis, identify and engage certain third-party subject matter experts to assist with the preparation and reporting of complex business and accounting transactions.

Changes in Internal Control Over Financial Reporting

Other than as described above, there were no changes in our internal control over financial reporting identified in management’s evaluations pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended ~~June 30, 2022~~March 31, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Controls

Our management can provide no assurance that our disclosure controls and procedures or our internal control over financial reporting can prevent all errors and all fraud under all circumstances. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been or will be detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

3436

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Our Company is a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, and as such, is not required to provide the information required under this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~None.~~On March 30, 2023, investors holding $26,200,000 of Replacement Notes exercised their right to convert the debt into shares of the Company’s common stock at $0.10 per share, for an aggregate of 262,000,000 shares.

The shares were offered and sold to accredited investors in a transaction not involving a public offering, pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The investors represented their intentions to acquire the securities for investment only and not with a view to sale in connection with any distribution thereof, and appropriate legends were placed upon the shares issued in the transaction. The offer and sale of the securities were made without any general solicitation or advertising.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.	Date of Document	Name of Document
31.1	~~August 12, 2022~~06/07/2023	Certification of Chief Executive Officer of Periodic Report pursuant to Rule 13a-14a and Rule 14d-14(a).*
31.2	~~August 12, 2022~~06/07/2023	Certification of Chief Financial Officer of Periodic Report pursuant to Rule 13a-14a and Rule 15d-14(a).*
32	~~August 12, 2022~~06/07/2023	Certifications under Section 906906.
101.SCH	n/a	XBRL Taxonomy Extension Schema Document*
101.CAL	n/a	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	n/a	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	n/a	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	n/a	XBRL Taxonomy Extension Presentation Linkbase Document*

___________________

Filed herewith.

3538

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DATE: ~~August 12, 2022~~June 7, 2023

	CAREVIEW COMMUNICATIONS, INC.

	By:	/s/ Steven G. Johnson
		Steven G. Johnson
		Chief Executive Officer
		Principal Executive Officer

	By:	/s/ Jason T. Thompson
		Jason T. Thompson
		Principal Financial Officer
		Chief Accounting Officer

3639

	June 30,
	2022			December 31,
	(unaudited)			2021
ASSETS
Current Assets:
Cash and cash equivalents	$	503,080		$	659,228
Accounts receivable		752,951			933,200
Inventory		460,542			349,216
Other current assets		95,211			235,521
Total current assets		1,811,784			2,177,165
Property and equipment, net		874,785			1,138,891
Other Assets:
Intangible assets, net		938,886			910,398
Operating lease asset		497,059			555,150
Other assets, net		270,140			299,563
Total other assets		1,706,085			1,765,111
Total assets	$	4,392,654		$	5,081,167


LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	568,631		$	414,333
Notes payable		20,000,000			20,013,786
Notes payable - related parties		700,000			700,000
Senior secured notes - related parties, net of debt discount and debt costs of $284,311 and $307,832 respectively		56,325,824			56,302,303
Operating lease liability		169,179			162,470
Other current liabilities		13,352,560			11,740,218
Total current liabilities		91,116,194			89,333,110

Long-term Liabilities:
Senior secured convertible notes - related parties; net of debt discount and debt costs of $2,120,019 and $2,979,569, respectively		26,166,738			24,302,135
Senior secured convertible notes, net of debt discount and debt costs of $209,952 and $293,349, respectively		3,891,381			3,661,617
Operating lease liability		378,821			445,033
Other liability, truck		30,525			37,570
Total long-term liabilities		30,467,465			28,446,355
Total liabilities		121,583,659			117,779,465

Commitments and Contingencies (Note 13)

Stockholders’ Deficit:
Preferred stock - par value $0.001; 20,000,000 shares authorized; 0 shares issued and outstanding		—			—
Common stock - par value $0.001; 500,000,000 shares authorized; 139,380,748 issued and outstanding		139,381			139,381
Additional paid in capital		85,406,577			85,052,367
Accumulated deficit		(202,736,963	)		(197,890,046	)
Total stockholders’ deficit		(117,191,005	)		(112,698,298	)
Total liabilities and stockholders’ deficit	$	4,392,654		$	5,081,167


	Three Months Ended							Six Months Ended
	June 30, 2022			June 30, 2021				June 30, 2022			June 30, 2021
Revenues
Subscription-based lease	$	1,329,883		$	1,352,140			$	2,634,866		$	2,702,182
Sales-based equipment package		—			34,780				807,323			1,014,756
Sales-based software bundle		366,853			158,212				573,576			193,077
Total revenue		1,696,736			1,545,132				4,015,765			3,910,015

Operating expenses:
Cost of equipment		—			—				117,597			43,799
Network operations		609,507			671,678				1,346,983			1,393,245
General and administration		876,991			903,365				1,816,240			1,627,108
Sales and marketing		141,752			135,736				330,968			236,334
Research and development		450,292			401,255				947,544			787,335
Depreciation and amortization		151,490			162,393				312,953			325,213
Total operating expense		2,230,032			2,274,427				4,872,285			4,413,034

Operating (loss)		(533,296	)		(729,295	)			(856,520	)		(503,019	)

Other income and (expense)							��
Interest expense		(1,968,667	)		(2,289,454	)			(3,990,451	)		(5,003,301	)
Interest income		54			57				54			106
Other income		—			(1,333	)			—			(1,063	)
Total other expense		(1,968,613	)		(2,290,730	)			(3,990,397	)		(5,004,258	)

Loss before taxes		(2,501,909	)		(3,020,025	)			(4,846,917	)		(5,507,277	)

Provision for income taxes		—			—				—			—

Net loss	$	(2,501,909	)	$	(3,020,025	)		$	(4,846,917	)	$	(5,507,277	)

Net loss per share	$	(0.02	)	$	(0.02	)		$	(0.03	)	$	(0.04	)

Weighted average number of common shares outstanding, basic, and diluted		139,380,748			139,380,748				139,380,748			139,380,748

					Additional
	Common Stock				Paid in		Accumulated
	Shares		Amount		Capital		Deficit			Total

Balance, December 31, 2020		139,380,748	$	139,381	$	84,409,372	$	(187,809,683	)	$	(103,260,930	)
Options granted as compensation		—		—		52,878		—			52,878
Net loss		—		—		—		(2,487,251	)		(2,487,251	)

Balance, March 31, 2021		139,380,748	$	139,381	$	84,462,250	$	(190,296,938	)	$	(105,695,307	)
Options granted as compensation		—		—		54,605		—			54,605
Issuance of warrants to purchase common stock		—		—		420,000		—			420,000
Net loss		—		—		—		(3,020,025	)		(3,020,025	)

Balance, June 30, 2021		139,380,748	$	139,381	$	84,936,855	$	(193,316,963	)	$	(108,240,727	)

Balance, December 31, 2021		139,380,748	$	139,381	$	85,052,367	$	(197,890,046	)	$	(112,698,298	)
Issuance of warrants to purchase common stock		—		—		240,000		—			240,000
Options granted as compensation		—		—		55,847		—			55,847
Net loss		—		—		—		(2,345,008	)		(2,345,008	)

Balance, March 31, 2022		139,380,748	$	139,381	$	85,348,214	$	(200,235,054	)	$	(114,747,459	)
Options granted as compensation		—		—		58,363		—			58,363
Net loss		—		—		—		(2,501,909	)		(2,501,909	)

Balance, June 30, 2022		139,380,748	$	139,381	$	85,406,577	$	(202,736,963	)	$	(117,191,005	)

	Number of Shares Under Warrant		Range of Warrant Price Per Share		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Balance at December 31, 2021		18,050,458	$	0.01-$0.53	$	0.74		4.2
Granted		3,000,000	$	0.08	$	0.08		9.9
Expired		—		—		—		—
Canceled		—		—		—		—
Balance at June 30, 2022		21,050,458	$	0.01-$0.53	$	0.26		3.6

	Number of Shares Under Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Balance at December 31, 2021		40,625,477		$	0.12		6.7	$	1,283,975
Granted		728,500
Expired		(218,333	)
Canceled		—
Balance at June 30, 2022		41,135,644		$	0.12		6.3	$	524,550
Vested and Exercisable at June 30, 2022		26,199,477		$	0.16		5.1	$	523,925

Quarter ending June 30, 2022	Operating Leases
Remaining 2022	$	105,729
2023		214,631
2024		221,069
2025		150,679
Total minimum lease payments		692,108
Less effects of discounting		(144,108	)
Present value of future minimum lease payments	$	548,000

	Six months ended June 30,
	2022			2021			Change
	(000 ’s)
Revenue	$	4,016		$	3,910		$	106
Operating expenses		4,872			4,413			459
Operating income		(856	)		(503	)		(353	)
Other, net		(3,990	)		(5,004	)		1,014
Net loss	$	(4,846	)	$	(5,507	)	$	661