Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 30, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-54090 | ||
Entity Registrant Name | CAREVIEW COMMUNICATIONS, INC. | ||
Entity Central Index Key | 0001377149 | ||
Entity Tax Identification Number | 95-4659068 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 405 State Highway 121 | ||
Entity Address, Address Line Two | Suite B-240 | ||
Entity Address, City or Town | Lewisville | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75067 | ||
City Area Code | (972) | ||
Local Phone Number | 943-6050 | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Trading Symbol | CRVW | ||
Security Exchange Name | NONE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 9,756,652 | ||
Entity Common Stock, Shares Outstanding | 141,880,748 | ||
Auditor Firm ID | 89 | ||
Auditor Name | Rosenberg Rich Baker Berman P.A. | ||
Auditor Location | Somerset, New Jersey |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 520,166 | $ 659,228 |
Accounts receivable | 948,328 | 933,200 |
Inventory | 301,446 | 349,216 |
Other current assets | 71,020 | 235,521 |
Total current assets | 1,840,960 | 2,177,165 |
Property and equipment, net | 642,559 | 1,138,891 |
Other Assets: | ||
Intangible assets, net | 820,106 | 910,398 |
Operating lease asset | 434,330 | 555,150 |
Other assets, net | 209,649 | 299,563 |
Total other assets | 1,464,085 | 1,765,111 |
Total assets | 3,947,604 | 5,081,167 |
Current Liabilities: | ||
Accounts payable | 650,796 | 414,333 |
Notes payable | 20,000,000 | 20,013,786 |
Notes payable - related parties | 700,000 | 700,000 |
Senior secured notes - related/non-related parties, net of debt discount and debt costs of $0 and $307,832, respectively | 30,000,000 | 56,302,303 |
Operating lease liability | 175,520 | 162,470 |
Other current liabilities | 14,553,277 | 11,740,218 |
Total current liabilities | 66,079,593 | 89,333,110 |
Long-term Liabilities: | ||
Senior secured convertible notes - related/non-related parties; net of debt discount and debt costs of $0 and $2,562,161, respectively | 12,369,168 | 24,302,135 |
Senior secured convertible notes, net of debt discount and debt costs of $0 and $240,125, respectively | 1,830,832 | 3,661,617 |
Operating lease liability | 305,259 | 445,033 |
Other liability | 23,481 | 37,570 |
Total long-term liabilities | 14,528,740 | 28,446,355 |
Total liabilities | 80,608,333 | 117,779,465 |
Stockholders’ Deficit: | ||
Preferred stock - par value $0.001; 20,000,000 shares authorized; no shares issued and outstanding | ||
Common stock - par value $0.001; 500,000,000 shares authorized; 141,880,748 issued and outstanding | 141,881 | 139,381 |
Additional paid in capital | 127,130,055 | 85,052,367 |
Accumulated deficit | (203,932,665) | (197,890,046) |
Total stockholders’ deficit | (76,660,729) | (112,698,298) |
Total liabilities and stockholders’ deficit | $ 3,947,604 | $ 5,081,167 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 500,000,000 | 500,000,000 |
Common stock, issued | 141,880,748 | 141,880,748 |
Common stock, outstanding | 141,880,748 | 141,880,748 |
Senior Secured Notes Current [Member] | ||
Debt Instrument [Line Items] | ||
Debt discount and debt costs | $ 0 | $ 307,832 |
Senior Secured Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt discount and debt costs | 0 | 2,562,161 |
Senior Secured Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt discount and debt costs | $ 0 | $ 240,125 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | ||
Total revenues | $ 7,901,341 | $ 7,802,226 |
Operating expenses: | ||
Cost of equipment | 245,532 | 179,531 |
Network operations | 2,572,353 | 2,603,407 |
General and administration | 3,344,447 | 3,226,310 |
Sales and marketing | 781,329 | 549,419 |
Research and development | 1,639,174 | 1,711,211 |
Depreciation and amortization | 588,928 | 679,428 |
Total operating expenses | 9,171,763 | 8,949,306 |
Operating income (loss) | (1,270,422) | (1,147,080) |
Other income and (expense) | ||
Interest expense | (6,262,051) | (8,950,418) |
Interest income | 497 | 138 |
Gain on Troubled Debt Restructuring | 1,489,357 | |
Other income | 16,997 | |
Total other income (expense) | (4,777,197) | (8,933,283) |
Loss before taxes | (6,042,619) | (10,080,363) |
Provision for income taxes | ||
Net Loss | $ (6,042,619) | $ (10,080,363) |
Net loss per share, basic | $ (0.04) | $ (0.07) |
Net loss per share, diluted | $ (0.04) | $ (0.07) |
Weighted average number of common shares outstanding, basic | 141,880,748 | 139,380,748 |
Weighted average number of common shares outstanding, diluted | 141,880,748 | 139,380,748 |
Subscription-based lease revenue [Member] | ||
Revenues: | ||
Total revenues | $ 5,114,487 | $ 5,404,623 |
Sales-based equipment package revenue [Member] | ||
Revenues: | ||
Total revenues | 1,437,758 | 1,950,386 |
Sales-based software bundle revenue [Member] | ||
Revenues: | ||
Total revenues | $ 1,349,096 | $ 447,217 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 139,381 | $ 84,409,372 | $ (187,809,683) | $ (103,260,930) |
Beginning balance (in shares) at Dec. 31, 2020 | 139,380,748 | |||
Options granted as compensation | 222,995 | 222,995 | ||
Issuance of warrants to purchase common stock | 420,000 | 420,000 | ||
Net loss | (10,080,363) | (10,080,363) | ||
Ending balance, value at Dec. 31, 2021 | $ 139,381 | 85,052,367 | (197,890,046) | (112,698,298) |
Ending balance (in shares) at Dec. 31, 2021 | 139,380,748 | |||
Issuance of common stock | $ 2,500 | 247,500 | 250,000 | |
Issuance of common stock (in shares) | 2,500,000 | |||
Options granted as compensation | 230,112 | 230,112 | ||
Issuance of warrants to purchase common stock | 240,000 | 240,000 | ||
Related party troubled debt restructuring | 41,360,076 | 41,360,076 | ||
Net loss | (6,042,619) | (6,042,619) | ||
Ending balance, value at Dec. 31, 2022 | $ 141,881 | $ 127,130,055 | $ (203,932,665) | $ (76,660,729) |
Ending balance (in shares) at Dec. 31, 2022 | 141,880,748 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (6,042,619) | $ (10,080,363) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation | 501,521 | 578,745 |
Amortization of intangible assets | 51,967 | 56,271 |
Amortization of deferred installation costs | 35,440 | 44,414 |
Amortization of debt discount | 1,480,626 | 2,395,036 |
Amortization of deferred debt issuance and debt financing costs | 43,352 | |
Non-cash lease expense | 120,820 | 12,383 |
Interest incurred and paid in kind | 4,781,424 | 3,002,790 |
Stock based compensation related to options granted | 230,112 | 642,995 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (15,128) | 213,286 |
Inventory | 47,770 | 59,234 |
Other current assets | 164,501 | 10,292 |
Other assets | 54,474 | |
Accounts payable | 236,463 | (27,669) |
Accrued interest | (114,290) | 3,203,226 |
Other current liabilities | (325,412) | 640,942 |
Operating lease liability | (126,724) | (116,168) |
Net cash provided by (used in) operating activities | (370,087) | 678,766 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (5,189) | (99,241) |
Payment for deferred installation costs | (59,312) | |
Patent, trademark, and other intangible assets costs | 0 | (68,935) |
Net cash provided by (used in) investing activities | (5,189) | (227,488) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from board investment | 250,000 | |
Repayment of notes payable | (13,786) | (150,000) |
Proceeds from other long term liabilities | 0 | |
Net cash flows provided by (used) in financing activities | 236,214 | (150,000) |
Increase in cash | (139,062) | 301,278 |
Cash and cash equivalents, beginning of period | 659,228 | 357,950 |
Cash and cash equivalents, end of period | 520,166 | 659,228 |
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES: | ||
Additions to vehicles financed by vehicle loan | 37,570 | |
Cancellation of accrued interest | $ 47,395,000 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION CareView Communications, Inc., a Nevada corporation (“CareView”, the “Company”, “we”, “us” or “our”), was originally formed in California on July 8, 1997 under the name Purpose, Inc., changing our name to Ecogate, Inc. in April 1999, and CareView Communications, Inc. in October 2007. We began our current operation in 2003 as a healthcare information technology company with a patented patient monitoring and entertainment system. Our business consists of a single segment of products and services all of which are sold and provided within the United States. Description of Business and Products CareView’s video monitoring solutions include the following: SitterView® and TeleMedView™ allows hospital staff to use CareView’s video cameras to observe and communicate with patients remotely. TeleMedView leverages the CareView Mobile Controller’s built-in monitor or use the CareView Portable Controller. Our CareView Patient Safety System® suite of video monitoring, guest services, and related applications connect patients, families and healthcare providers. CareView’s video monitoring system connects the patient room to a touchscreen monitor at the nursing station or a mobile handheld device allowing the nursing staff to maintain a level of visual contact with each patient. We also provide a suite of services including on-demand movies, Internet access via the patient’s television, and video visits with family and friends. CareView Connect ® Principles of Consolidation The accompanying consolidated financial statements include the accounts of CareView Communications, Inc., a Texas corporation and CareView Operations, LLC, a Nevada limited liability company (our wholly owned subsidiaries). All inter-company balances and transactions have been eliminated in consolidation. CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. We maintain cash at financial institutions that at times may exceed federally insured limits. Trade Accounts Receivable Trade accounts receivable are customer obligations due under normal trade terms. We provide an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Trade accounts receivable past due more than 90 days are considered delinquent. Delinquent receivables are written off based on individual credit evaluations, results of collection efforts, and specific circumstances of the customer. Recoveries of accounts previously written off are recorded as reductions of bad debt expense when received. At December 31, 2022 and 2021, an allowance for doubtful accounts of $ 0 and $ 0 Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation. Maintenance costs, which do not significantly extend the useful lives of the respective assets, and repair costs are charged to operating expense as incurred. We include network equipment in fixed assets upon receipt and begin depreciating such equipment when it passes our incoming inspection and is available for use. We attribute no salvage value to the network equipment and depreciation is computed using the straight-line method based on the estimated useful life of seven years three years five years Inventories 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. See Note 6 for more details. Allowance for System Removal On occasion, the Company will remove subscription equipment from its larger customer premises due to contract expiration/non-renewal. When equipment is removed an allowance is established based on the estimated cost of removal. At December 31, 2022 and 2021, an allowance of $ 54,802 54,802 Impairment of Long-Lived Assets Carrying values of property and equipment and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. Such events or circumstances include, but are not limited to: ● significant declines in an asset’s market price; ● significant deterioration in an asset’s physical condition; ● significant changes in the nature or extent of an asset’s use or operation; ● significant adverse changes in the business climate that could impact an asset’s value, including adverse actions or assessments by regulators; ● accumulation of costs significantly in excess of original expectations related to the acquisition or construction of an asset; ● current-period operating, or cash flow losses combined with a history of such losses, or a forecast that demonstrates continuing losses associated with an asset’s use; and ● expectations that it is more likely than not that an asset will be sold or otherwise disposed of significantly before the end of our previously estimated useful life. If impairment indicators are present, we determine whether an impairment loss should be recognized by testing the applicable asset or asset groups’ carrying value for recoverability. This test requires long-lived assets to be grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, the determination of which requires judgment. We estimate the undiscounted future cash flows expected to be generated from the use and eventual disposal of the assets and compare that estimate to the respective carrying values in order to determine if such carrying values are recoverable. This assessment requires the exercise of judgment in assessing the future use of and projected value to be derived from the eventual disposal of the assets to be held and used. Assessments also consider changes in asset utilization, including the temporary idling of capacity and the expected timing for placing this capacity back into production. If the carrying value of the asset is not recoverable, then a loss is recorded for the difference between the assets’ fair value and respective carrying value. The fair value of the asset is determined using an “income approach” based upon a forecast of all the expected discounted future net cash flows associated with the subject assets. Some of the more significant estimates and assumptions include market size and growth, market share, projected selling prices, manufacturing cost and discount rate. Our estimates are based upon our past experience, our commercial relationships, market conditions and available external information about future trends. We believe our current assumptions and estimates are reasonable and appropriate; however, unanticipated events and changes in market conditions could affect such estimates resulting in the need for an impairment charge in future periods. During the years ended December 31, 2022 and 2021, no impairment was recognized. Research and Development Research and development costs are expensed as incurred. Costs regarding the development of software to be sold, leased or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. We did not capitalize any such costs during the years ended December 31, 2022, and 2021. Intellectual Property We capitalize certain costs of developing software upon the establishment of technological feasibility and prior to the availability of the product for general release to customers for our CareView Patient Safety System in accordance with GAAP. Capitalized costs are reported at the lower of unamortized cost or net realizable value and are amortized over the estimated useful life of the CareView Patient Safety System not to exceed five years Patents and Trademarks We amortize our intangible assets with a finite life on a straight-line basis, over 10 years 20 years Fair Value of Financial Instruments Our financial instruments consist primarily of receivables, accounts payable, accrued expenses and short and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximate our fair value because of the short-term maturity of such instruments, and they are considered Level 1 assets under the fair value hierarchy. We have elected not to carry our debt instruments at fair value. The carrying amount of our debt approximates fair value. Interest rates that are currently available to us for issuance of short- and long-term debt with similar terms. Remaining maturities are used to estimate the fair value of our short- and long-term debt and would be considered Level 3 inputs under the fair value hierarchy. We have categorized our assets and liabilities that are valued at fair value on a recurring basis into a three- level fair value hierarchy in accordance with GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). Assets and liabilities recorded in the consolidated balance sheets at fair value are categorized based on a hierarchy of inputs, as follows: Level 1 Level 2 Level 3 At December 31, 2022 and 2021, we had no financial assets and liabilities valued at fair value. Carry amounts reported at approximate fair value. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized when the rate change is enacted. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. In accordance with GAAP, we recognize the effect of uncertain income tax positions only if the positions are more likely than not of being sustained in an audit, based on the technical merits of the position. Recognized uncertain income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which those changes in judgement occur. We recognize both interest and penalties related to uncertain tax positions as part of the income tax provision. Revenue Recognition We recognize revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606 (“ASC 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 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 and in an amount that reflects the consideration we expect to receive and the estimated benefit the customer receives over the term of the contract. 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 – 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: For the years ended 2022 2021 Sales-based contract revenue Equipment package (point in time) $ 1,437,758 $ 1,950,386 Software bundle (over time) 1,349,096 447,217 Total sales-based contract revenue 2,786,854 2,397,603 Subscription-based lease revenue 5,114,487 5,404,623 Gross revenue $ 7,901,341 $ 7,802,226 Contract Liabilities Our subscription-based contracts payment arrangements are required to be paid monthly which are recognized into revenue when received. Some customers 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 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 revenue” in our consolidated balance sheet and recognized into revenues as either a point in time or over time. During the years ended December 31, 2022, and 2021, a total of $ 230,200 172,056 The table below details the subscription-based contract liability activity during the years ended December 31, 2022 and 2021. For the years ended December 31, 2022 2021 Balance, beginning of period $ 231,141 $ 238,263 Additions 30,306 290,620 Transfer to revenue (240,302 ) (297,742 ) Balance, end of period $ 21,145 $ 231,141 During the years ended December 31, 2022 and 2021, a total of $ 612,880 226,861 For the years ended December 31, 2022 2021 Balance, beginning of period $ 752,526 $ 226,861 Additions 1,955,015 820,854 Transfer to revenue (1,838,056 ) (295,189 ) Balance, end of period $ 869,485 $ 752,526 As of December 31, 2022, the aggregate amount of deferred revenue from subscription-based contracts and sales-based contracts allocated to performance obligations that are unsatisfied or partially satisfied 890,630 Years Ending December 31, Amount 2023 $ 695,605 2024 195,025 Thereafter $ 890,630 Deferred revenue is included in other current liabilities in the accompanying Balance Sheet. Based on our contracts, with exception to initial equipment sales, we invoice customers once our performance obligations have been satisfied, at which point payment is unconditional. Accounts receivable is recorded when the right to consideration becomes unconditional and are reported accordingly in our consolidated financial statements. 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 associate 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 years ended December 31, 2022 and 2021, included in other assets in the accompanying consolidated balance sheet. For the years ended December 31, 2022 2021 Balance, beginning of period $ 68,901 $ 54,002 Additions — 59,312 Transfer to expense (35,440 ) (44,413 ) Balance, end of period $ 33,461 $ 68,901 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 32 months 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 442,000,000 and 226,000,000 at December 31, 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. Stock Based Compensation We recognize compensation expense for all share-based payments granted and amended based on the grant date fair value estimated in accordance with GAAP. Compensation expense is generally recognized on a straight-line basis over the employee’s requisite service period based on the award’s estimated lives for fixed awards with ratable vesting provisions. Debt Discount Costs Costs incurred with parties who are providing long-term financing, with Warrants issued with the underlying debt, are reflected as a debt discount based on the relative fair value of the debt and Warrants. These discounts are generally amortized over the life of the related debt, using the effective interest rate method or other methods approximating the effective interest method. Additionally, convertible debt issued with a beneficial conversion feature is recorded at a discount based on the difference in the effective conversion price and the fair value of the Company’s stock on the date of issuance, if any. Outstanding debt is presented net of any such discounts on the accompanying consolidated financial statements. Deferred Debt Issuance and Debt Financing Costs Costs incurred through the issuance of Warrants to parties who are providing long-term financing availability, which includes revolving credit lines, are reflected as deferred debt issuance based on the fair value of the Warrants issued. Costs incurred with third parties related to issuance of debt are recorded as deferred financing costs. These costs are generally amortized over the life of the financing instrument using the effective interest rate method or other methods approximating the effective interest method. Amounts associated with our senior secured convertible notes are netted with the outstanding debt on the accompanying consolidated financial statements while amounts associated with credit facilities are presented in other assets on the accompanying consolidated statements of operations. Shipping and Handling Costs We expense all shipping and handling costs as incurred. These costs are included in network operations on the accompanying consolidated statements of operations. Advertising Costs We consider advertising costs as costs associated with the promotion of our products through the various media outlets and trade shows. We expense all advertising costs as incurred. Our advertising expense for the years ended December 31, 2022 and 2021, totaled approximately $131,000 and $33,000, respectively. Concentration of Credit Risks and Customer Data During 2022, one customer comprised 12 % of our revenue, while no other customer comprised more than 10%. During 2021, no customer comprised more than 10% of our revenue. Use of Estimates Our financial statements have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates, including those related to contingencies, on an ongoing basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Recently Issued and Newly Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40), (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU 2020-06 amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting this standard. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) (“ASU 2016-13”). ASU 2016-13 modifies the measurement of expected credit losses of certain financial instruments, requiring entities to estimate an expected lifetime credit loss on financial assets. The ASU amends the impairment model to utilize an expected loss methodology and replaces the incurred loss methodology for financial instruments including trade receivables. The amendment requires entities to consider other factors, such as historical loss experience, current conditions and reasonable and supportable forecasts. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which deferred the effective date of the new guidance by one year to fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is evaluating the impact of adopting the new accounting standards on its consolidated financial statements. Under ASC 815-40-35, the Company has adopted a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company's inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments with the earliest grants receiving the first allocation of shares. Company adopted policy for reclassification of contracts with the latest inception date first. Pursuant to ASC 815, issuance of securities to the Company's employees or directors is not subject to the sequencing policy. |
GOING CONCERN, LIQUIDITY AND MA
GOING CONCERN, LIQUIDITY AND MANAGMENTS PLAN | 12 Months Ended |
Dec. 31, 2022 | |
Going Concern Liquidity And Managments Plan | |
GOING CONCERN, LIQUIDITY AND MANAGMENTS PLAN | NOTE 3 – GOING CONCERN, LIQUIDITY AND MANAGMENTS PLAN Accounting standards require management to evaluate our ability to continue as a going concern for a period of one year after the date of the filing of this Form 10-K (“evaluation period”). In evaluating the Company’s ability to continue as a going concern, 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 year ended December 31, 2022, 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 sales-based and subscription-based 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. As of the year ended December 31, 2022, the Company had an operating net working capital of $ 598,978 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 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, cash outflows, and working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying 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. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 4 – STOCKHOLDERS’ EQUITY Preferred Stock At December 31, 2022 and 2021, we had 20,000,000 0.001 zero Common Stock At December 31, 2022 and 2021, we had 500,000,000 0.001 141,880,748 2,500,000 0.10 250,000 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. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the weighted average term of the 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. Active Warrant Holders 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, 2020 16,050,458 $ 0.01 0.53 $ 0.76 4.3 Granted 2,000,000 $ 0.23 $ 0.74 9.3 Expired — Canceled — Balance at December 31, 2021 18,050,458 $ 0.01 0.53 $ 0.74 4.2 Granted 3,000,000 $ 0.09 $ 0.09 9.2 Expired (1,151,206 ) $ 0.32 $ 0.32 2.3 Canceled (14,204,807 ) $ 0.52 $ 0.52 — Ending Balance at December 31, 2022 5,694,445 $ 0.01 0.03 $ 0.024 3.5 Warrant Activity During 2022 In March 2022, we issued, 1,397,400 ten 125,766 0.09 In March 2022, we issued 1,602,600 ten 144,234 0.09 In December 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”). See Note 14 for further details. Warrant Activity During 2021 In April 2021, we issued 931,600 ten 195,636 0.23 In April 2021, we issued 1,068,400 ten 224,364 0.23 Stock Options The Company’s Stock Incentive Plans include the CareView Communications, Inc.’s 2007 Stock Incentive Plan (“2007 Plan”), 2009 Stock Incentive Plan (the “2009 Plan”), 2015 Stock Option Plan (the “2015 Plan”), 2016 Stock Option Plan (the “2016 Plan”), and 2020 Stock Option Plan ( the “2020 Plan”) pursuant to which 8,000,000 10,000,000 5,000,000 20,000,000 20,000,000 three years ten years At December 31, 2022, Plan Options to purchase 8,000,000 zero 10,000,000 zero 4,419,945 580,055 19,089,389 910,611 14,797,533 5,202,467 The valuation methodology used to determine the fair value Plan Options (the “Option(s)”) issued was the Black- Scholes Model. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the weighted average expected term of the options. A summary of our stock option activity and related information follows: Number of Shares Under Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Balance at December 31, 2020 40,688,968 $ 0.13 7.6 $ 526,724 Granted 362,000 0.11 9.5 500 Expired (425,491) 0.44 — — Canceled — — — — Balance at December 31, 2021 40,625,477 $ 0.12 6.7 $ 1,283,975 Granted 838,500 $ 0.10 9.4 $ 3,000 Expired (471,500 ) $ 0.79 — — Canceled (175,000 ) $ 0.17 — — Balance at December 31, 2022 40,817,477 $ 0.12 5.8 $ 526,425 Vested and Exercisable at December 31, 2022 32,999,477 $ 0.13 5.3 $ 523,425 Share-based compensation expense for Options charged to our operating results for the twelve months ended December 31, 2022, and 2021 were $ 230,112 222,995 At December 31, 2022, total unrecognized estimated compensation expense related to non-vested Options granted was $ 179,346 one year |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 5 – INCOME TAXES 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. Based on its assessment, the Company has provided a full valuation allowance against its net deferred tax assets as their future utilization remains uncertain at this time. During the years ended December 31, 2022 and 2021, the deferred tax valuation allowance (decreased) / increased by $ (7,601,775) 1,581,507 At December 31, 2022, we had approximately $ 91,700,000 2028 The Company applies the FASB's provisions for uncertain tax positions. The Company utilizes the two-step process to determine the amount of recognized tax benefit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties associated with uncertain tax positions as a component of income tax expense. As of December 31, 2022, management does not believe the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year. The provision for income taxes consists of the following: 2022 2021 Current Federal $ — $ — State income tax, net of federal benefit 6,045 9,672 Sub-total: 6,045 9,672 Deferred Federal — — State income tax, net of federal benefit — — Sub-total: — — Total $ 6,045 $ 9,672 Schedule of income tax reconciliation Years Ended December 31, 2022 2021 Expected income tax benefit at statutory rate $ (1,024,155 ) $ (2,113,665 ) Debt discount amortization 55,539 274,596 Permanently disallowed interest 314,510 258,736 Non-taxable debt forgiveness income (494,332 ) — Deferred tax adjustments 9,019,593 — State income tax, net of federal benefit 4,776 9,672 Other reconciling items 1,390 (1,174 ) Change in valuation account (7,871,276 ) 1,581,507 Income tax expense (benefit) $ 6,045 $ 9,672 The components of the deferred tax assets and liabilities are as follows: December 31, 2022 2021 Deferred Tax Assets: Tax benefit of net operating loss carry-forward $ 19,261,098 $ 18,726,731 Accrued interest 1,522,314 8,581,832 Stock based compensation 342,341 1,341,514 Intangible assets 14,723 46,658 Fixed assets 103,619 307,610 Accrued liabilities 67,600 75,895 Charitable contributions carryforward — 5,947 Inventory reserve — 237,527 Bad debt allowance — (2) Research and development credit carry-forward 1 29,084 Debt discount — (166,585 ) Total deferred tax assets 21,311,696 29,186,211 Valuation allowance for deferred tax assets (21,311,696 ) (29,186,211 ) Deferred tax assets, net of valuation allowance $ — $ — |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 6 – 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: December 31, 2022 2021 Inventory $ 301,446 $ 349,216 TOTAL INVENTORY $ 301,446 $ 349,216 |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 7 – OTHER CURRENT ASSETS Other current assets consist of the following: December 31, 2022 2021 Other prepaid expenses $ 71,020 $ 235,521 TOTAL OTHER CURRENT ASSETS $ 71,020 $ 235,521 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 8 - PROPERTY AND EQUIPMENT Property and equipment consist of the following: December 31, 2022 2021 Network equipment $ 12,620,258 $ 12,620,258 Office equipment 234,429 229,240 Vehicles 232,411 232,411 Test equipment 230,365 204,455 Furniture 92,846 92,846 Warehouse equipment 9,524 9,524 Leasehold improvements 5,121 5,121 13,424,954 13,393,855 Less: accumulated depreciation (12,782,395 ) (12,254,964 ) TOTAL PROPERTY AND EQUIPMENT $ 642,559 $ 1,138,891 Depreciation expense for the years ended December 31, 2022, and 2021, was $ 501,521 578,744 |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | NOTE 9 – OTHER ASSETS Intangible assets consist of the following: December 31, 2022 Cost Accumulated 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 December 31, 2021 Cost Accumulated 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: December 31, 2022 Cost Accumulated Net Deferred installation costs $ 1,352,041 $ 1,318,580 $ 33,461 Deferred Sales Commissions 163,973 98,116 65,857 Prepaid license fee 249,999 185,792 64,207 Security deposit 46,124 — 46,124 TOTAL OTHER ASSETS $ 1,812,137 $ 1,602,488 $ 209,649 December 31, 2021 Cost Accumulated Net Deferred installation costs $ 1,352,041 $ 1,283,140 $ 68,901 Deferred Sales Commissions 122,778 18,841 103,937 Prepaid license fee 249,999 169,398 80,601 Security deposit 46,124 — 46,124 TOTAL OTHER ASSETS $ 1,770,942 $ 1,471,379 $ 299,563 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 10 – OTHER CURRENT LIABILITIES Other current liabilities consist of the following: Schedule of other current liabilities December 31, 2022 2021 Accrued interest $ 12,933,611 $ 9,947,730 Accrued interest, related parties 337,027 228,528 Allowance for system removal 54,802 54,802 Accrued paid time off 154,776 173,904 Deferred officer compensation (1) 139,041 139,041 Deferred revenue 890,631 983,667 Insurance premium financing (2) — 103,791 Other accrued liabilities 43,389 108,755 TOTAL OTHER CURRENT LIABILITIES $ 14,553,277 $ 11,740,218 (1) Salary for Steve Johnson, CEO, between February 15, 2018, and September 30, 2020. (2) Renewal of directors and officer’s insurance. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11– COMMITMENTS AND CONTINGENCIES Debt Maturity As of December 31, 2022, future debt payments due are as follows: Schedule of future debt payments Years Total Loan Payable Senior Senior 2023 Related Party $ 30,700,000 $ 700,000 $ — $ 30,000,000 Other 20,000,000 20,000,000 — — 2024 Related Party 5,000,000 — 5,000,000 — Other — — — — 2025 Related Party 4,294,168 — 4,294,168 — Other 1,705,832 — 1,705,832 — 2026 Related Party — — — — Other — — — — Thereafter Related Party 3,100,000 — 3,100,000 — Other 100,000 — 100,000 Total $ 64,900,000 $ 20,700,000 $ 14,200,000 $ 30,000,000 Consent and Agreement to Cancel and Exchange Existing Notes and Warrants On December 30, 2022, CareView 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 that certain 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 (with a total aggregate outstanding amount of approximately $88,949,000) and Warrants (for the purchase of an aggregate of approximately 14,204,000 shares of common stock) 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. |
LEASE
LEASE | 12 Months Ended |
Dec. 31, 2022 | |
Lease | |
LEASE | NOTE 12– LEASE Operating Lease The Company has an operating lease primarily consisting of office space with remaining lease of 18 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 five The Company has reassessed the discount rate at the remeasurement date, at 14.8 279,005 286,358 Lease Position Operating lease asset and liability for our operating lease were recorded in the consolidated balance sheet as follows: December 31, 2022 Assets Operating lease asset $ 434,330 Total lease asset $ 434,330 Liabilities Current liabilities: Operating lease liability $ 175,520 Long-term liabilities: Operating lease liability, net of current portion $ 305,259 Total lease liability $ 480,779 Undiscounted Cash Flows Future lease payments included in the measurement of operating lease liability on the consolidated balance sheet as of December 31, 2022, for the following three fiscal years and thereafter as follows: Year ending Operating 2023 214,631 2024 221,069 2025 150,679 Total minimum lease payments 586,379 Less effects of discounting (105,601 ) Present value of future minimum lease payments $ 480,779 |
AGREEMENT WITH PDL BIOPHARMA, I
AGREEMENT WITH PDL BIOPHARMA, INC. | 12 Months Ended |
Dec. 31, 2022 | |
Agreement With Pdl Biopharma Inc. | |
AGREEMENT WITH PDL BIOPHARMA, INC. | NOTE 13– 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 20 From October 8, 2015 through May 14, 2019, the outstanding borrowings under the Tranche One Loan bore interest at the rate of 13.5 15.5 750,000 0 On January 31, 2019, February 28, 2019, March 29, 2019 and April 29, 2019, the Company and Lender entered into the Tenth, Eleventh, Twelfth, and Thirteenth Amendments to the PDL Modification Agreement, as previously amended, respectively, pursuant to which the parties agreed to amend the PDL Modification Agreement to provide that (A) 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, pursuant to the Thirteenth Amendment to the PDL Modification Agreement, May 15, 2019 (rather than January 31, February 28, June 30, and April 30, respectively) (with each such date permitted to be extended by the Lender in its sole discretion); (B) the Company could satisfy its obligations under the PDL Modification Agreement, as amended, to obtain financing by obtaining (a) at least $ 2,050,000 750,000 750,000 3,550,000 On April 9, 2019, the Company, PDL Investment entered into a Fourth Amendment to PDL Credit Agreement (the “Fourth Amendment to the PDL Credit Agreement”), wherein the Company executed an Amended and Restated Tranche One Term Note in the principal amount of $ 20,000,000 On May 15, 2019, the Company, the Lender, Steven G. Johnson (our Chief Executive Officer, President, Secretary and Treasurer), individually, and Dr. James R. Higgins (a member of our board of directors), individually (Mr. Johnson and Dr. Higgins, collectively, the “Tranche Three Lenders”) entered into a Fifth Amendment to the PDL Credit Agreement (the “Fifth PDL Credit Agreement Amendment”), pursuant to which the parties agreed to amend the PDL Credit Agreement to, among other things, (i) provide for a new tranche of term loan in the aggregate principal amount of $ 200,000 October 7, 2020 15.5 13.5 15.5 200,000 150,000 50,000 250,000 0.03 May 15, 2029 On May 15, 2019 the Company and the Lender entered into the Fourteenth Amendment to the PDL Modification Agreement (the “Fourteenth Amendment to the PDL Modification Agreement”), pursuant to which, in connection with the Twelfth Amendment to the HealthCor Purchase Agreement (see NOTE 10 for further details) and the Fifth Amendment to the PDL Credit Agreement, the parties agreed to amend the PDL Modification Agreement, as previously amended, to provide that (A) 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 September 30, 2019 (with each such date permitted to be extended by the Lender in its sole discretion); (B) the Borrower could satisfy its obligations under the PDL Modification Agreement, as amended, to obtain financing by obtaining (a) at least $ 2,050,000 1,000,000 250,000 3,300,000 0 750,000 On September 30, 2019, the Company, the Borrower, the Subsidiary Guarantor and the Lender entered into a Fifteenth Amendment to Modification Agreement (the “Fifteenth 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, 2019 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s interest payments that would otherwise be due to Lender on December 31, 2018, June 30, 2019, June 30, 2019, and September 30, 2019 would be deferred until November 30, 2019 (the end of the extended Modification Period) and that such deferrals would be a Covered Event. On November 29, 2019, the Company, the Borrower, the Subsidiary Guarantor and the Lender entered into a Sixteenth Amendment to Modification Agreement (the “Sixteenth 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 December 31, 2019 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s interest payments that would otherwise be due to Lender on December 31, 2018, June 30, 2019, June 30, 2019, and September 30, 2019 would be deferred until December 31, 2019 (the end of the extended Modification Period) and that such deferrals would be a Covered Event. On December 31, 2019, the Company, the Borrower, the Subsidiary Guarantor and the Lender entered into a Seventeenth Amendment to Modification Agreement (the “Seventeenth 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 17, 2020 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s interest payments that would otherwise be due to Lender on December 31, 2018, June 30, 2019, June 30, 2019, September 30, 2019, and December 31, 2019 would be deferred until January 17, 2020 (the end of the extended Modification Period) and that such deferrals would be a Covered Event. On January 17, 2020, the Company, the Borrower, the Subsidiary Guarantor and the Lender entered into an Eighteenth Amendment to Modification Agreement (the “Eighteenth 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 28, 2020 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s interest payments that would otherwise be due to Lender on December 31, 2018, June 30, 2019, June 30, 2019, September 30, 2019, and December 31, 2019 would be deferred until January 28, 2020 (the end of the extended Modification Period) and that such deferrals would be a Covered Event. On January 28, 2020, the Company, the Borrower, the Subsidiary Guarantor and the Lender entered into a Nineteenth Amendment to Modification Agreement (the “Nineteenth 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 (i) April 30, 2020 (provided that Borrower obtains at least $ 600,000 The Company has evaluated the Eighteenth and Nineteenth Modification Agreement Amendments 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 February 6, 2020, the Company, the Borrower, the Lender (in its capacity as administrative agent and lender) and the Tranche Three Lenders entered into a Sixth Amendment to Credit Agreement (the “Sixth Credit Agreement Amendment”), pursuant to which the parties agreed to amend the Credit Agreement to, among other things, (i) provide for additional funding under the Tranche Three Loan, in the aggregate principal amount of $ 500,000 October 7, 2020 15.5 Also on February 6, 2020, upon the execution of the Sixth Credit Agreement Amendment, (i) the Borrower borrowed the Additional Tranche Three Loan and issued to the Tranche Three Lenders term notes in the aggregate principal amount of $ 500,000 250,000 250,000 1,000,000 0.01 February 6, 2030 On April 17, 2020, the Company and PDL Investment Holdings, LLC, entered into a Consent and Agreement Regarding SBA Loan Agreement (the “PDL Consent Agreement”), pursuant to which the Lender (i) consented under the Credit Agreement to the Borrower’s issuing the Promissory Note and borrowing the SBA Loan and (ii) agreed that the SBA Loan would be deemed to be debt that is permitted under the Credit Agreement and Loan Documents. On April 17, 2020, the Company and the Lender entered into a Twentieth Amendment to the PDL Modification Agreement (the “Twentieth 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 September 30, 2020 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s interest payments that would otherwise be due to Lender on December 31, 2018, June 30, 2019, June 30, 2019, September 30, 2019, December 31, 2019, June 30, 2020 and June 30, 2020 would be deferred until September 30, 2020 (the end of the extended Modification Period), and that such deferrals would be a Covered Event. The Company has evaluated the Twentieth 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 September 30, 2020, the Company, the Borrower, the Subsidiary Guarantor, the Lender and the Tranche Three Lenders entered into a Twenty-First Amendment to Modification Agreement (the “Twenty- First 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, 2020 (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 November 30, 2020 (the end of the extended Modification Period), and that such deferrals would be a Covered Event. The Company has evaluated the Twenty-First 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 November 30, 2020, the Company, the Borrower, the Subsidiary Guarantor, the Lender and the Tranche Three Lenders entered into a Twenty-Second Amendment to Modification Agreement (the “Twenty-Second 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 January 31, 2021 (the end of the extended Modification Period) and that such deferrals would be a Covered Event. The Company has evaluated the Twenty-Second 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 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 accounted for as a troubled debt restructuring by debtors (TDR) under ASC 470-60. 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. 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. Accounting Treatment As of December 31, 2022, the Company and Lender had entered into 27 amendments to the PDL Modification Agreement (as detailed above), resulting in restructuring of the PDL Credit Agreement and the accounting treatment of the related costs. The amendments entered into during the years ended December 31, 2022 and 2021 qualified for troubled debt restructuring accounting. As appropriate, we expensed the legal costs paid to third parties. For the years ended December 31, 2022, and 2021, pursuant to the terms of the PDL Modification Agreement, as amended, $ 3,100,000 3,100,000 |
AGREEMENT WITH HEALTHCOR
AGREEMENT WITH HEALTHCOR | 12 Months Ended |
Dec. 31, 2022 | |
Agreement With Healthcor | |
AGREEMENT WITH HEALTHCOR | NOTE 14 – 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 10,684,000 April 20, 2021 5,488,456 6,294,403 1.40 12.5 10 5 On January 31, 2012, we entered the Second Amendment to the HealthCor Purchase Agreement with HealthCor (the “Second Amendment”) amending the HealthCor Purchase Agreement and sold Senior Secured Convertible Notes to HealthCor in the principal amounts of $ 2,329,000 2,671,000 On January 16, 2014, we entered a Fourth Amendment to the HealthCor Purchase Agreement with HealthCor (the “Fourth Amendment”) and sold Senior Secured Convertible Notes to HealthCor in the principal amounts of $ 2,329,000 2,671,000 January 15, 2024 On December 4, 2014, we entered into a Fifth Amendment to the HealthCor Purchase Agreement (the “Fifth Amendment”) with HealthCor and certain additional investors (such additional investors, the “2015 Investors” and, collectively with HealthCor, the “Investors”) and agreed to sell and issue (i) additional notes in the initial aggregate principal amount of $ 6,000,000 0.52 3,692,308 0.52 February 16, 2025 On February 23, 2018, we entered into an Eighth Amendment to the HealthCor Purchase Agreement (the “Eighth Amendment”) with HealthCor, the 2015 Investors and certain investors (such additional investors, the “February 2018 Investors”) and agreed to sell and issue (i) additional notes in the initial aggregate principal amount of $ 2,050,000 0.05 512,500 0.05 February 22, 2028 On July 10, 2018, we entered into the Ninth Amendment to the HealthCor Purchase Agreement (the “Ninth Amendment”) with HealthCor, the 2015 Investors and the February 2018 Investors, pursuant to which the parties agreed to amend the HealthCor Purchase Agreement, the 2011 HealthCor Notes, the 2012 HealthCor Notes, the 2014 HealthCor Notes, the Fifth Amendment Notes and the Eighth Amendment Notes, as applicable, to (i) remove the rights of the holders of the 2011 HealthCor Notes and the 2012 HealthCor Notes to convert such notes to Common Stock after September 30, 2018; (ii) suspend the accrual of interest on the 2011 HealthCor Notes and the 2012 HealthCor Notes for periods after September 30, 2018; (iii) provide for the potential earlier repayment of the 2011 HealthCor Notes and the 2012 HealthCor Notes by the Company, 120 calendar days following a written demand for payment by the holder of such notes; provided, however, that such written demand may not be given prior to the twelve-month anniversary of the date on which the obligations of the Company under the PDL Credit Agreement are repaid in full; (iv) cancel the 2011 HealthCor Warrants; (v) provide for the seniority of the 2011 HealthCor Notes and the 2012 HealthCor Notes in right of payment over notes subsequently issued pursuant to the Purchase Agreement, including the 2014 HealthCor Notes, the Fifth Amendment Notes and the Eighth Amendment Notes; (vi) amend the terms of the 2014 HealthCor Notes, the Fifth Amendment Notes and the Eighth Amendment Notes to reflect the seniority in payment of the 2011 HealthCor Notes and 2012 HealthCor Notes; and (vii) reduce the number of shares of Common Stock that the Company must at all times have authorized and reserved for the purpose of issuance upon conversion of the notes issued pursuant to the HealthCor Purchase Agreement (collectively, the “Notes”) and exercise of the warrants issued pursuant to the HealthCor Purchase Agreement (collectively, the “Warrants”), from at least 120 100 5,000,000 On July 13, 2018, we entered into the Tenth Amendment to the HealthCor Purchase Agreement with HealthCor, the 2015 Investors, the February 2018 Investors and certain investors (all of which are directors of the Company) (such additional investors, the “July 2018 Investors”), pursuant to which we sold and issued convertible secured promissory notes for an aggregate of $ 1,000,000 0.05 July 12, 2028 On May 15, 2019, we entered into the Twelfth Amendment to HealthCor Purchase Agreement with HealthCor, the 2015 Investors, the February 2018 Investors, the July 2018 Investors, and an investor (a member of our board of directors) (such additional investor, the “2019 Investor”), pursuant to which we sold and issued a convertible secured promissory note for $ 50,000 0.03 May 15, 2029 2,000,000 On February 6, 2020, we entered into the Thirteenth Amendment to HealthCor Purchase Agreement with HealthCor, the 2015 Investors, the February 2018 Investors, the July 2018 Investors, the 2019 Investor and an investor (a member of our board of directors) (such additional investor, the “February 2020 Investor”), pursuant to which (i) we sold and issued a convertible secured promissory note for $ 100,000 0.01 11,200,000 On April 17, 2020, the Company and holders of at least a majority of the Common Stock underlying the outstanding notes and warrants to purchase shares of our Common Stock, on an as-converted basis, sold pursuant to the Note and Warrant Purchase Agreement dated April 21, 2011, as amended, by and among HealthCor Partners Fund, LP, HealthCor Hybrid Offshore Master Fund, LP and the other investors party thereto (the “Majority Holders”) (the “Purchase Agreement”), entered into a Consent and Agreement Regarding SBA Loan Agreement (the “NWPA Consent Agreement”), pursuant to which the Majority Holders (i) consented under the Purchase Agreement to the Borrower’s issuing the Promissory Note and borrowing the SBA Loan and (ii) agreed that the SBA Loan would be deemed to be Permitted Indebtedness under the Purchase Agreement (as defined therein). 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 April 20, 2022 January 30, 2022 April 20, 2022 2,000,000 0.23 April 20, 2031 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”). 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 April 20, 2023 April 20, 2022 April 20, 2023 3,000,000 March 8, 2032 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”). Also on March 8, 2022, the Company issued to the HealthCor Parties the 2022 HealthCor Warrants to purchase an aggregate of 3,000,000 0.09 March 8, 2032 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 100 100 100 100 100 100 Also on December 30, 2022, the Existing Investors agree 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 Below is a summary of the total underlying shares of common stock related to HealthCor and related investors: Investor Group Underlying Shares of 2011 HealthCor Notes 200,000,000 2012 HealthCor Notes 50,000,000 2014 HealthCor Notes 50,000,000 2015 Investors 50,000,000 2015 HealthCor Notes 10,000,000 2022 HealthCor Notes 50,000,000 February 2018 Investors 20,500,000 July 2018 Investors 10,000,000 2019 Investor 500,000 February 2020 Investors 1,000,000 TOTAL 442,000,000 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 $ 0 2,734,688 0 3,002,790 0 0 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 $ 378,000 420,000 |
JOINT VENTURE AGREEMENT
JOINT VENTURE AGREEMENT | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
JOINT VENTURE AGREEMENT | NOTE 15 – 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 December 31, 2019 January 31, 2020 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 February 10, 2020 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 April 16, 2020 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 September 30, 2021 December 31, 2021 December 31, 2020 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 December 31, 2021 March 31, 2022 On March 31, 2022, the Rockwell Note was paid off. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS Conversion of Replacement Notes In February 1, 2023, the Company engaged “Value, Incorporated” to render an analysis and opinion of fairness on a provision of the Replacement Notes for the Investors to convert any portion of the outstanding principal balances of the Notes into fully paid and nonassessable shares of Common Stock at a conversion price per share that is fair to the Company’s shareholders and option holders, subject to adjustment in accordance with anti-dilution provisions set forth in the Notes. The Conversion Price is subject to adjustment upon the occurrence of stock splits, reverse stock splits and similar capital events. The fairness opinion determined that the conversion price of $0.10 per share was fair. On March 31, 2023, investors holding an aggregate of $ 26,200,000 0.10 262,000,000 50 800,000,000 50 18,000,000 180,000,000 0.10 Group Purchasing Agreement with Vizient On February 15, 2023, the Company entered a Group Purchasing Agreement with Vizient, the nation’s largest healthcare performance improvement company. All CareView Patient Safety System components and modules are now available for direct purchase by Vizient’s exclusive membership. PDL Debt Extensions On February 28, 2023, the Company executed the Twenty-Eighth Amendment with PDL Biopharma, Inc. (“PDL”) to extend the date for PDL to terminate from February 28, 2023 until March 31, 2023. On March 31, 2023, the Company executed the Twenty-Ninth Amendment with PDL to extend the date for PDL to terminate from March 31, 2023 until April 30, 2023. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. We maintain cash at financial institutions that at times may exceed federally insured limits. |
Trade Accounts Receivable | Trade Accounts Receivable Trade accounts receivable are customer obligations due under normal trade terms. We provide an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Trade accounts receivable past due more than 90 days are considered delinquent. Delinquent receivables are written off based on individual credit evaluations, results of collection efforts, and specific circumstances of the customer. Recoveries of accounts previously written off are recorded as reductions of bad debt expense when received. At December 31, 2022 and 2021, an allowance for doubtful accounts of $ 0 and $ 0 |
Property and Equipment | Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation. Maintenance costs, which do not significantly extend the useful lives of the respective assets, and repair costs are charged to operating expense as incurred. We include network equipment in fixed assets upon receipt and begin depreciating such equipment when it passes our incoming inspection and is available for use. We attribute no salvage value to the network equipment and depreciation is computed using the straight-line method based on the estimated useful life of seven years three years five years |
Inventories | Inventories 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. See Note 6 for more details. |
Allowance for System Removal | Allowance for System Removal On occasion, the Company will remove subscription equipment from its larger customer premises due to contract expiration/non-renewal. When equipment is removed an allowance is established based on the estimated cost of removal. At December 31, 2022 and 2021, an allowance of $ 54,802 54,802 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Carrying values of property and equipment and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. Such events or circumstances include, but are not limited to: ● significant declines in an asset’s market price; ● significant deterioration in an asset’s physical condition; ● significant changes in the nature or extent of an asset’s use or operation; ● significant adverse changes in the business climate that could impact an asset’s value, including adverse actions or assessments by regulators; ● accumulation of costs significantly in excess of original expectations related to the acquisition or construction of an asset; ● current-period operating, or cash flow losses combined with a history of such losses, or a forecast that demonstrates continuing losses associated with an asset’s use; and ● expectations that it is more likely than not that an asset will be sold or otherwise disposed of significantly before the end of our previously estimated useful life. If impairment indicators are present, we determine whether an impairment loss should be recognized by testing the applicable asset or asset groups’ carrying value for recoverability. This test requires long-lived assets to be grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, the determination of which requires judgment. We estimate the undiscounted future cash flows expected to be generated from the use and eventual disposal of the assets and compare that estimate to the respective carrying values in order to determine if such carrying values are recoverable. This assessment requires the exercise of judgment in assessing the future use of and projected value to be derived from the eventual disposal of the assets to be held and used. Assessments also consider changes in asset utilization, including the temporary idling of capacity and the expected timing for placing this capacity back into production. If the carrying value of the asset is not recoverable, then a loss is recorded for the difference between the assets’ fair value and respective carrying value. The fair value of the asset is determined using an “income approach” based upon a forecast of all the expected discounted future net cash flows associated with the subject assets. Some of the more significant estimates and assumptions include market size and growth, market share, projected selling prices, manufacturing cost and discount rate. Our estimates are based upon our past experience, our commercial relationships, market conditions and available external information about future trends. We believe our current assumptions and estimates are reasonable and appropriate; however, unanticipated events and changes in market conditions could affect such estimates resulting in the need for an impairment charge in future periods. During the years ended December 31, 2022 and 2021, no impairment was recognized. |
Research and Development | Research and Development Research and development costs are expensed as incurred. Costs regarding the development of software to be sold, leased or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. We did not capitalize any such costs during the years ended December 31, 2022, and 2021. |
Intellectual Property | Intellectual Property We capitalize certain costs of developing software upon the establishment of technological feasibility and prior to the availability of the product for general release to customers for our CareView Patient Safety System in accordance with GAAP. Capitalized costs are reported at the lower of unamortized cost or net realizable value and are amortized over the estimated useful life of the CareView Patient Safety System not to exceed five years |
Patents and Trademarks | Patents and Trademarks We amortize our intangible assets with a finite life on a straight-line basis, over 10 years 20 years |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Our financial instruments consist primarily of receivables, accounts payable, accrued expenses and short and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximate our fair value because of the short-term maturity of such instruments, and they are considered Level 1 assets under the fair value hierarchy. We have elected not to carry our debt instruments at fair value. The carrying amount of our debt approximates fair value. Interest rates that are currently available to us for issuance of short- and long-term debt with similar terms. Remaining maturities are used to estimate the fair value of our short- and long-term debt and would be considered Level 3 inputs under the fair value hierarchy. We have categorized our assets and liabilities that are valued at fair value on a recurring basis into a three- level fair value hierarchy in accordance with GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). Assets and liabilities recorded in the consolidated balance sheets at fair value are categorized based on a hierarchy of inputs, as follows: Level 1 Level 2 Level 3 At December 31, 2022 and 2021, we had no financial assets and liabilities valued at fair value. Carry amounts reported at approximate fair value. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized when the rate change is enacted. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. In accordance with GAAP, we recognize the effect of uncertain income tax positions only if the positions are more likely than not of being sustained in an audit, based on the technical merits of the position. Recognized uncertain income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which those changes in judgement occur. We recognize both interest and penalties related to uncertain tax positions as part of the income tax provision. |
Revenue Recognition | Revenue Recognition We recognize revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606 (“ASC 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 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 and in an amount that reflects the consideration we expect to receive and the estimated benefit the customer receives over the term of the contract. 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 – 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: For the years ended 2022 2021 Sales-based contract revenue Equipment package (point in time) $ 1,437,758 $ 1,950,386 Software bundle (over time) 1,349,096 447,217 Total sales-based contract revenue 2,786,854 2,397,603 Subscription-based lease revenue 5,114,487 5,404,623 Gross revenue $ 7,901,341 $ 7,802,226 Contract Liabilities Our subscription-based contracts payment arrangements are required to be paid monthly which are recognized into revenue when received. Some customers 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 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 revenue” in our consolidated balance sheet and recognized into revenues as either a point in time or over time. During the years ended December 31, 2022, and 2021, a total of $ 230,200 172,056 The table below details the subscription-based contract liability activity during the years ended December 31, 2022 and 2021. For the years ended December 31, 2022 2021 Balance, beginning of period $ 231,141 $ 238,263 Additions 30,306 290,620 Transfer to revenue (240,302 ) (297,742 ) Balance, end of period $ 21,145 $ 231,141 During the years ended December 31, 2022 and 2021, a total of $ 612,880 226,861 For the years ended December 31, 2022 2021 Balance, beginning of period $ 752,526 $ 226,861 Additions 1,955,015 820,854 Transfer to revenue (1,838,056 ) (295,189 ) Balance, end of period $ 869,485 $ 752,526 As of December 31, 2022, the aggregate amount of deferred revenue from subscription-based contracts and sales-based contracts allocated to performance obligations that are unsatisfied or partially satisfied 890,630 Years Ending December 31, Amount 2023 $ 695,605 2024 195,025 Thereafter $ 890,630 Deferred revenue is included in other current liabilities in the accompanying Balance Sheet. Based on our contracts, with exception to initial equipment sales, we invoice customers once our performance obligations have been satisfied, at which point payment is unconditional. Accounts receivable is recorded when the right to consideration becomes unconditional and are reported accordingly in our consolidated financial statements. 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 associate 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 years ended December 31, 2022 and 2021, included in other assets in the accompanying consolidated balance sheet. For the years ended December 31, 2022 2021 Balance, beginning of period $ 68,901 $ 54,002 Additions — 59,312 Transfer to expense (35,440 ) (44,413 ) Balance, end of period $ 33,461 $ 68,901 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 | Leases The Company has an operating lease primarily consisting of office space with a remaining lease term of 32 months |
Earnings Per Share | 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 442,000,000 and 226,000,000 at December 31, 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. |
Stock Based Compensation | Stock Based Compensation We recognize compensation expense for all share-based payments granted and amended based on the grant date fair value estimated in accordance with GAAP. Compensation expense is generally recognized on a straight-line basis over the employee’s requisite service period based on the award’s estimated lives for fixed awards with ratable vesting provisions. |
Debt Discount Costs | Debt Discount Costs Costs incurred with parties who are providing long-term financing, with Warrants issued with the underlying debt, are reflected as a debt discount based on the relative fair value of the debt and Warrants. These discounts are generally amortized over the life of the related debt, using the effective interest rate method or other methods approximating the effective interest method. Additionally, convertible debt issued with a beneficial conversion feature is recorded at a discount based on the difference in the effective conversion price and the fair value of the Company’s stock on the date of issuance, if any. Outstanding debt is presented net of any such discounts on the accompanying consolidated financial statements. |
Deferred Debt Issuance and Debt Financing Costs | Deferred Debt Issuance and Debt Financing Costs Costs incurred through the issuance of Warrants to parties who are providing long-term financing availability, which includes revolving credit lines, are reflected as deferred debt issuance based on the fair value of the Warrants issued. Costs incurred with third parties related to issuance of debt are recorded as deferred financing costs. These costs are generally amortized over the life of the financing instrument using the effective interest rate method or other methods approximating the effective interest method. Amounts associated with our senior secured convertible notes are netted with the outstanding debt on the accompanying consolidated financial statements while amounts associated with credit facilities are presented in other assets on the accompanying consolidated statements of operations. |
Shipping and Handling Costs | Shipping and Handling Costs We expense all shipping and handling costs as incurred. These costs are included in network operations on the accompanying consolidated statements of operations. |
Advertising Costs | Advertising Costs We consider advertising costs as costs associated with the promotion of our products through the various media outlets and trade shows. We expense all advertising costs as incurred. Our advertising expense for the years ended December 31, 2022 and 2021, totaled approximately $131,000 and $33,000, respectively. |
Concentration of Credit Risks and Customer Data | Concentration of Credit Risks and Customer Data During 2022, one customer comprised 12 % of our revenue, while no other customer comprised more than 10%. During 2021, no customer comprised more than 10% of our revenue. |
Use of Estimates | Use of Estimates Our financial statements have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates, including those related to contingencies, on an ongoing basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
Recently Issued and Newly Adopted Accounting Pronouncements | Recently Issued and Newly Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40), (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU 2020-06 amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting this standard. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) (“ASU 2016-13”). ASU 2016-13 modifies the measurement of expected credit losses of certain financial instruments, requiring entities to estimate an expected lifetime credit loss on financial assets. The ASU amends the impairment model to utilize an expected loss methodology and replaces the incurred loss methodology for financial instruments including trade receivables. The amendment requires entities to consider other factors, such as historical loss experience, current conditions and reasonable and supportable forecasts. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which deferred the effective date of the new guidance by one year to fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is evaluating the impact of adopting the new accounting standards on its consolidated financial statements. Under ASC 815-40-35, the Company has adopted a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company's inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments with the earliest grants receiving the first allocation of shares. Company adopted policy for reclassification of contracts with the latest inception date first. Pursuant to ASC 815, issuance of securities to the Company's employees or directors is not subject to the sequencing policy. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
The following presents gross revenues disaggregated by our business models: | The following presents gross revenues disaggregated by our business models: For the years ended 2022 2021 Sales-based contract revenue Equipment package (point in time) $ 1,437,758 $ 1,950,386 Software bundle (over time) 1,349,096 447,217 Total sales-based contract revenue 2,786,854 2,397,603 Subscription-based lease revenue 5,114,487 5,404,623 Gross revenue $ 7,901,341 $ 7,802,226 |
The table below details the subscription-based contract liability activity during the years ended December 31, 2022 and 2021. | During the years ended December 31, 2022, and 2021, a total of $ 230,200 172,056 The table below details the subscription-based contract liability activity during the years ended December 31, 2022 and 2021. For the years ended December 31, 2022 2021 Balance, beginning of period $ 231,141 $ 238,263 Additions 30,306 290,620 Transfer to revenue (240,302 ) (297,742 ) Balance, end of period $ 21,145 $ 231,141 During the years ended December 31, 2022 and 2021, a total of $ 612,880 226,861 For the years ended December 31, 2022 2021 Balance, beginning of period $ 752,526 $ 226,861 Additions 1,955,015 820,854 Transfer to revenue (1,838,056 ) (295,189 ) Balance, end of period $ 869,485 $ 752,526 |
As of December 31, 2022, the aggregate amount of deferred revenue from subscription-based contracts and sales-based contracts allocated to performance obligations that are unsatisfied or partially satisfied | As of December 31, 2022, the aggregate amount of deferred revenue from subscription-based contracts and sales-based contracts allocated to performance obligations that are unsatisfied or partially satisfied 890,630 Years Ending December 31, Amount 2023 $ 695,605 2024 195,025 Thereafter $ 890,630 |
The table below details the activity in these deferred installation costs during the years ended December 31, 2022 and 2021, included in other assets in the accompanying consolidated balance sheet. | The table below details the activity in these deferred installation costs during the years ended December 31, 2022 and 2021, included in other assets in the accompanying consolidated balance sheet. For the years ended December 31, 2022 2021 Balance, beginning of period $ 68,901 $ 54,002 Additions — 59,312 Transfer to expense (35,440 ) (44,413 ) Balance, end of period $ 33,461 $ 68,901 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
A summary of our Warrants activity and related information follows: | 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, 2020 16,050,458 $ 0.01 0.53 $ 0.76 4.3 Granted 2,000,000 $ 0.23 $ 0.74 9.3 Expired — Canceled — Balance at December 31, 2021 18,050,458 $ 0.01 0.53 $ 0.74 4.2 Granted 3,000,000 $ 0.09 $ 0.09 9.2 Expired (1,151,206 ) $ 0.32 $ 0.32 2.3 Canceled (14,204,807 ) $ 0.52 $ 0.52 — Ending Balance at December 31, 2022 5,694,445 $ 0.01 0.03 $ 0.024 3.5 |
A summary of our stock option activity and related information follows: | A summary of our stock option activity and related information follows: Number of Shares Under Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Balance at December 31, 2020 40,688,968 $ 0.13 7.6 $ 526,724 Granted 362,000 0.11 9.5 500 Expired (425,491) 0.44 — — Canceled — — — — Balance at December 31, 2021 40,625,477 $ 0.12 6.7 $ 1,283,975 Granted 838,500 $ 0.10 9.4 $ 3,000 Expired (471,500 ) $ 0.79 — — Canceled (175,000 ) $ 0.17 — — Balance at December 31, 2022 40,817,477 $ 0.12 5.8 $ 526,425 Vested and Exercisable at December 31, 2022 32,999,477 $ 0.13 5.3 $ 523,425 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
The provision for income taxes consists of the following: | The provision for income taxes consists of the following: 2022 2021 Current Federal $ — $ — State income tax, net of federal benefit 6,045 9,672 Sub-total: 6,045 9,672 Deferred Federal — — State income tax, net of federal benefit — — Sub-total: — — Total $ 6,045 $ 9,672 |
Schedule of income tax reconciliation | Schedule of income tax reconciliation Years Ended December 31, 2022 2021 Expected income tax benefit at statutory rate $ (1,024,155 ) $ (2,113,665 ) Debt discount amortization 55,539 274,596 Permanently disallowed interest 314,510 258,736 Non-taxable debt forgiveness income (494,332 ) — Deferred tax adjustments 9,019,593 — State income tax, net of federal benefit 4,776 9,672 Other reconciling items 1,390 (1,174 ) Change in valuation account (7,871,276 ) 1,581,507 Income tax expense (benefit) $ 6,045 $ 9,672 |
The components of the deferred tax assets and liabilities are as follows: | The components of the deferred tax assets and liabilities are as follows: December 31, 2022 2021 Deferred Tax Assets: Tax benefit of net operating loss carry-forward $ 19,261,098 $ 18,726,731 Accrued interest 1,522,314 8,581,832 Stock based compensation 342,341 1,341,514 Intangible assets 14,723 46,658 Fixed assets 103,619 307,610 Accrued liabilities 67,600 75,895 Charitable contributions carryforward — 5,947 Inventory reserve — 237,527 Bad debt allowance — (2) Research and development credit carry-forward 1 29,084 Debt discount — (166,585 ) Total deferred tax assets 21,311,696 29,186,211 Valuation allowance for deferred tax assets (21,311,696 ) (29,186,211 ) Deferred tax assets, net of valuation allowance $ — $ — |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory consists of the following: | Inventory consists of the following: December 31, 2022 2021 Inventory $ 301,446 $ 349,216 TOTAL INVENTORY $ 301,446 $ 349,216 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other current assets consist of the following: | Other current assets consist of the following: December 31, 2022 2021 Other prepaid expenses $ 71,020 $ 235,521 TOTAL OTHER CURRENT ASSETS $ 71,020 $ 235,521 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment consist of the following: | Property and equipment consist of the following: December 31, 2022 2021 Network equipment $ 12,620,258 $ 12,620,258 Office equipment 234,429 229,240 Vehicles 232,411 232,411 Test equipment 230,365 204,455 Furniture 92,846 92,846 Warehouse equipment 9,524 9,524 Leasehold improvements 5,121 5,121 13,424,954 13,393,855 Less: accumulated depreciation (12,782,395 ) (12,254,964 ) TOTAL PROPERTY AND EQUIPMENT $ 642,559 $ 1,138,891 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Intangible assets consist of the following: | Intangible assets consist of the following: December 31, 2022 Cost Accumulated 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 December 31, 2021 Cost Accumulated 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: | Other assets consist of the following: December 31, 2022 Cost Accumulated Net Deferred installation costs $ 1,352,041 $ 1,318,580 $ 33,461 Deferred Sales Commissions 163,973 98,116 65,857 Prepaid license fee 249,999 185,792 64,207 Security deposit 46,124 — 46,124 TOTAL OTHER ASSETS $ 1,812,137 $ 1,602,488 $ 209,649 December 31, 2021 Cost Accumulated Net Deferred installation costs $ 1,352,041 $ 1,283,140 $ 68,901 Deferred Sales Commissions 122,778 18,841 103,937 Prepaid license fee 249,999 169,398 80,601 Security deposit 46,124 — 46,124 TOTAL OTHER ASSETS $ 1,770,942 $ 1,471,379 $ 299,563 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of other current liabilities | Other current liabilities consist of the following: Schedule of other current liabilities December 31, 2022 2021 Accrued interest $ 12,933,611 $ 9,947,730 Accrued interest, related parties 337,027 228,528 Allowance for system removal 54,802 54,802 Accrued paid time off 154,776 173,904 Deferred officer compensation (1) 139,041 139,041 Deferred revenue 890,631 983,667 Insurance premium financing (2) — 103,791 Other accrued liabilities 43,389 108,755 TOTAL OTHER CURRENT LIABILITIES $ 14,553,277 $ 11,740,218 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future debt payments | As of December 31, 2022, future debt payments due are as follows: Schedule of future debt payments Years Total Loan Payable Senior Senior 2023 Related Party $ 30,700,000 $ 700,000 $ — $ 30,000,000 Other 20,000,000 20,000,000 — — 2024 Related Party 5,000,000 — 5,000,000 — Other — — — — 2025 Related Party 4,294,168 — 4,294,168 — Other 1,705,832 — 1,705,832 — 2026 Related Party — — — — Other — — — — Thereafter Related Party 3,100,000 — 3,100,000 — Other 100,000 — 100,000 Total $ 64,900,000 $ 20,700,000 $ 14,200,000 $ 30,000,000 |
LEASE (Tables)
LEASE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Lease | |
Operating lease asset and liability for our operating lease were recorded in the consolidated balance sheet as follows: | Operating lease asset and liability for our operating lease were recorded in the consolidated balance sheet as follows: December 31, 2022 Assets Operating lease asset $ 434,330 Total lease asset $ 434,330 Liabilities Current liabilities: Operating lease liability $ 175,520 Long-term liabilities: Operating lease liability, net of current portion $ 305,259 Total lease liability $ 480,779 |
Future lease payments included in the measurement of operating lease liability on the consolidated balance sheet as of December 31, 2022, for the following three fiscal years and thereafter as follows: | Future lease payments included in the measurement of operating lease liability on the consolidated balance sheet as of December 31, 2022, for the following three fiscal years and thereafter as follows: Year ending Operating 2023 214,631 2024 221,069 2025 150,679 Total minimum lease payments 586,379 Less effects of discounting (105,601 ) Present value of future minimum lease payments $ 480,779 |
AGREEMENT WITH HEALTHCOR (Table
AGREEMENT WITH HEALTHCOR (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Agreement With Healthcor | |
Below is a summary of the total underlying shares of common stock related to HealthCor and related investors: | Below is a summary of the total underlying shares of common stock related to HealthCor and related investors: Investor Group Underlying Shares of 2011 HealthCor Notes 200,000,000 2012 HealthCor Notes 50,000,000 2014 HealthCor Notes 50,000,000 2015 Investors 50,000,000 2015 HealthCor Notes 10,000,000 2022 HealthCor Notes 50,000,000 February 2018 Investors 20,500,000 July 2018 Investors 10,000,000 2019 Investor 500,000 February 2020 Investors 1,000,000 TOTAL 442,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Allowance for doubtful accounts | $ 0 | $ 0 |
Allownace for system removal | 54,802 | 54,802 |
Performance obligations | $ 890,630 | |
Remaining lease term | 18 months | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer One [Member] | ||
Concentration Risk, Percentage | 12% | |
Subscription-Based Contract Liability [Member] | ||
Contract liability recognized as revenue | $ 230,200 | 172,056 |
Sales Based Contract Liability [Member] | ||
Contract liability recognized as revenue | $ 612,880 | $ 226,861 |
Intellectual Property [Member] | Maximum [Member] | ||
Amortization period for intangible assets | 5 years | |
Trademarks and Trade Names [Member] | ||
Amortization period for intangible assets | 10 years | |
Patents [Member] | ||
Amortization period for intangible assets | 20 years | |
Network Equipment [Member] | ||
Estimated useful life of property and equipment | 7 years | |
Office and Test Equipment [Member] | ||
Estimated useful life of property and equipment | 3 years | |
Warehouse Equipment And Furniture [Member] | ||
Estimated useful life of property and equipment | 5 years | |
Office Space [Member] | ||
Remaining lease term | 32 months |
The following presents gross re
The following presents gross revenues disaggregated by our business models: (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Gross revenue | $ 7,901,341 | $ 7,802,226 |
Sales-based equipment package revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 1,437,758 | 1,950,386 |
Sales-based software bundle revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 1,349,096 | 447,217 |
Sales-based contract revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 2,786,854 | 2,397,603 |
Subscription-based lease revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | $ 5,114,487 | $ 5,404,623 |
The table below details the sub
The table below details the subscription-based contract liability activity during the years ended December 31, 2022 and 2021. (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Subscription-Based Contract Liability [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Balance, beginning of period | $ 231,141 | $ 238,263 |
Additions | 30,306 | 290,620 |
Transfer to revenue | (240,302) | (297,742) |
Balance, end of period | 21,145 | 231,141 |
Sales Based Contract Liability [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Balance, beginning of period | 752,526 | 226,861 |
Additions | 1,955,015 | 820,854 |
Transfer to revenue | (1,838,056) | (295,189) |
Balance, end of period | $ 869,485 | $ 752,526 |
As of December 31, 2022, the ag
As of December 31, 2022, the aggregate amount of deferred revenue from subscription-based contracts and sales-based contracts allocated to performance obligations that are unsatisfied or partially satisfied (Details) | Dec. 31, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 890,630 |
2023 [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | 695,605 |
2024 [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 195,025 |
The table below details the act
The table below details the activity in these deferred installation costs during the years ended December 31, 2022 and 2021, included in other assets in the accompanying consolidated balance sheet. (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Balance, beginning of period | $ 68,901 | $ 54,002 |
Additions | 59,312 | |
Transfer to expense | (35,440) | (44,413) |
Balance, end of period | $ 33,461 | $ 68,901 |
GOING CONCERN, LIQUIDITY AND _2
GOING CONCERN, LIQUIDITY AND MANAGMENTS PLAN (Details Narrative) | Dec. 31, 2022 USD ($) |
Going Concern Liquidity And Managments Plan | |
Working capital | $ 598,978 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||
Nov. 14, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 08, 2022 | Apr. 30, 2021 | Aug. 06, 2020 | Dec. 07, 2016 | Feb. 25, 2015 | Sep. 30, 2009 | Dec. 03, 2007 | |
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, outstanding | 0 | 0 | |||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||||
Common stock, shares, issued | 141,880,748 | 141,880,748 | |||||||||
Common stock, shares outstanding | 141,880,748 | 141,880,748 | |||||||||
Common stock, shares, issued | 2,500,000 | ||||||||||
Shares Issued, Price Per Share | $ 0.10 | ||||||||||
Shares value | $ 250,000 | $ 250,000 | |||||||||
Warrant exercise price (in dollars per share) | $ 0.09 | ||||||||||
Share based compensation expense | 230,112 | $ 222,995 | |||||||||
Unrecognized estimated compensation expense | $ 179,346 | ||||||||||
Period for recognition of unrecognized compensation expense | 1 year | ||||||||||
Option Plan 2007 [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares reserved for option under plan | 8,000,000 | ||||||||||
Vesting period | 3 years | ||||||||||
Expiration period | 10 years | ||||||||||
Options granted | 8,000,000 | ||||||||||
Options outstanding | 0 | ||||||||||
Option Plan 2009 [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares reserved for option under plan | 10,000,000 | ||||||||||
Vesting period | 3 years | ||||||||||
Expiration period | 10 years | ||||||||||
Options granted | 10,000,000 | ||||||||||
Options outstanding | 0 | ||||||||||
Option Plan 2015 [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares reserved for option under plan | 5,000,000 | ||||||||||
Vesting period | 3 years | ||||||||||
Expiration period | 10 years | ||||||||||
Options granted | 4,419,945 | ||||||||||
Options outstanding | 580,055 | ||||||||||
Option Plan 2016 [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares reserved for option under plan | 20,000,000 | ||||||||||
Vesting period | 3 years | ||||||||||
Expiration period | 10 years | ||||||||||
Options granted | 19,089,389 | ||||||||||
Options outstanding | 910,611 | ||||||||||
Option Plan 2020 [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares reserved for option under plan | 20,000,000 | ||||||||||
Vesting period | 3 years | ||||||||||
Expiration period | 10 years | ||||||||||
Options granted | 14,797,533 | ||||||||||
Options outstanding | 5,202,467 | ||||||||||
HealthCor Partners Warrants [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of warrants issued | 1,397,400 | 931,600 | |||||||||
Warrant term | 10 years | 10 years | |||||||||
Fair value of warrants | $ 125,766 | $ 195,636 | |||||||||
Warrant exercise price (in dollars per share) | $ 0.09 | $ 0.23 | |||||||||
HealthCor Hybrid Warrants [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of warrants issued | 1,602,600 | 1,068,400 | |||||||||
Warrant term | 10 years | 10 years | |||||||||
Fair value of warrants | $ 144,234 | $ 224,364 | |||||||||
Warrant exercise price (in dollars per share) | $ 0.09 | $ 0.23 |
A summary of our Warrants activ
A summary of our Warrants activity and related information follows: (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Warrants outstanding, beginning | 18,050,458 | 16,050,458 |
Weighted average exercise price | $ 0.74 | $ 0.76 |
Warrant term, beginning | 4 years 2 months 12 days | 4 years 3 months 18 days |
Warrants granted | 3,000,000 | 2,000,000 |
Warrant price granted | $ 0.09 | $ 0.23 |
Weighted average exercise price, granted | $ 0.09 | $ 0.74 |
Warrant term, granted | 9 years 2 months 12 days | 9 years 3 months 18 days |
Warrants expired | (1,151,206) | |
Warrant price expired | $ 0.32 | |
Weighted average exercise price, expired | $ 0.32 | |
Warrant term, expired | 2 years 3 months 18 days | |
Warrants canceled | (14,204,807) | |
Warrant price canceled | $ 0.52 | |
Weighted average exercise price, canceled | $ 0.52 | |
Warrants outstanding, ending | 5,694,445 | 18,050,458 |
Weighted average exercise price, ending | $ 0.024 | $ 0.74 |
Warrant term, ending | 3 years 6 months | |
Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant price, beginning | $ 0.01 | 0.01 |
Warrant price, ending | 0.01 | 0.01 |
Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant price, beginning | 0.53 | 0.53 |
Warrant price, ending | $ 0.03 | $ 0.53 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred tax valuation allowance increase (decrease) | $ (7,601,775) | $ 1,581,507 |
Internal Revenue Service (IRS) [Member] | ||
Net operating loss carryforwards | $ 91,700,000 | |
Expiration of net operating tax loss carry-forward | Dec. 31, 2028 |
The provision for income taxes
The provision for income taxes consists of the following: (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred | ||
Total | ||
Tax Year 2022 [Member] | ||
Current | ||
Federal | ||
State income tax, net of federal benefit | 6,045 | |
Sub-total: | 6,045 | |
Deferred | ||
Federal | ||
State income tax, net of federal benefit | ||
Sub-total: | ||
Total | $ 6,045 | |
Tax Year 2021 [Member] | ||
Current | ||
Federal | ||
State income tax, net of federal benefit | 9,672 | |
Sub-total: | 9,672 | |
Deferred | ||
Federal | ||
State income tax, net of federal benefit | ||
Sub-total: | ||
Total | $ 9,672 |
Schedule of income tax reconcil
Schedule of income tax reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax expense (benefit) | ||
Tax Year 2022 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Expected income tax benefit at statutory rate | (1,024,155) | |
Debt discount amortization | 55,539 | |
Permanently disallowed interest | 314,510 | |
Non-taxable debt forgiveness income | (494,332) | |
Deferred tax adjustments | 9,019,593 | |
State income tax, net of federal benefit | 4,776 | |
Other reconciling items | 1,390 | |
Change in valuation account | (7,871,276) | |
Income tax expense (benefit) | $ 6,045 | |
Tax Year 2021 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Expected income tax benefit at statutory rate | (2,113,665) | |
Debt discount amortization | 274,596 | |
Permanently disallowed interest | 258,736 | |
Non-taxable debt forgiveness income | ||
Deferred tax adjustments | ||
State income tax, net of federal benefit | 9,672 | |
Other reconciling items | (1,174) | |
Change in valuation account | 1,581,507 | |
Income tax expense (benefit) | $ 9,672 |
The components of the deferred
The components of the deferred tax assets and liabilities are as follows: (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets: | ||
Tax benefit of net operating loss carry-forward | $ 19,261,098 | $ 18,726,731 |
Accrued interest | 1,522,314 | 8,581,832 |
Stock based compensation | 342,341 | 1,341,514 |
Intangible assets | 14,723 | 46,658 |
Fixed assets | 103,619 | 307,610 |
Accrued liabilities | 67,600 | 75,895 |
Charitable contributions carryforward | 5,947 | |
Inventory reserve | 237,527 | |
Bad debt allowance | (2) | |
Research and development credit carry-forward | 1 | 29,084 |
Debt discount | (166,585) | |
Total deferred tax assets | 21,311,696 | 29,186,211 |
Valuation allowance for deferred tax assets | (21,311,696) | (29,186,211) |
Deferred tax assets, net of valuation allowance |
Inventory consists of the follo
Inventory consists of the following: (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Inventory | $ 301,446 | $ 349,216 |
TOTAL INVENTORY | $ 301,446 | $ 349,216 |
Other current assets consist of
Other current assets consist of the following: (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other prepaid expenses | $ 71,020 | $ 235,521 |
TOTAL OTHER CURRENT ASSETS | $ 71,020 | $ 235,521 |
Property and equipment consist
Property and equipment consist of the following: (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 13,424,954 | $ 13,393,855 |
Less: accumulated depreciation | (12,782,395) | (12,254,964) |
Total property and equipment , net | 642,559 | 1,138,891 |
Network Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 12,620,258 | 12,620,258 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 234,429 | 229,240 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 232,411 | 232,411 |
Test Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 230,365 | 204,455 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 92,846 | 92,846 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 9,524 | 9,524 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 5,121 | $ 5,121 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 501,521 | $ 578,744 |
Intangible assets consist of th
Intangible assets consist of the following: (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 1,299,746 | $ 1,338,072 |
Accumulated amortization | 479,640 | 427,674 |
Intangible assets, net | 820,106 | 910,398 |
Patents and Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,213,850 | 1,254,327 |
Accumulated amortization | 395,715 | 343,929 |
Intangible assets, net | 818,135 | 910,398 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 85,896 | 83,745 |
Accumulated amortization | 83,925 | 83,745 |
Intangible assets, net | $ 1,971 |
Other assets consist of the fol
Other assets consist of the following: (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Other assets noncurrent gross | $ 1,812,137 | $ 1,770,942 |
Accumulated amortization | 1,602,488 | 1,471,379 |
Other assets, net | 209,649 | 299,563 |
Deferred Installation Costs [Member] | ||
Other assets noncurrent gross | 1,352,041 | 1,352,041 |
Accumulated amortization | 1,318,580 | 1,283,140 |
Other assets, net | 33,461 | 68,901 |
Deferred Sales Commissions [Member] | ||
Other assets noncurrent gross | 163,973 | 122,778 |
Accumulated amortization | 98,116 | 18,841 |
Other assets, net | 65,857 | 103,937 |
Prepaid License Fee [Member] | ||
Other assets noncurrent gross | 249,999 | 249,999 |
Accumulated amortization | 185,792 | 169,398 |
Other assets, net | 64,207 | 80,601 |
Security Deposit [Member] | ||
Other assets noncurrent gross | 46,124 | 46,124 |
Accumulated amortization | ||
Other assets, net | $ 46,124 | $ 46,124 |
Schedule of other current liabi
Schedule of other current liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |||
Accrued interest | $ 12,933,611 | $ 9,947,730 | |
Accrued interest, related parties | 337,027 | 228,528 | |
Allowance for system removal | 54,802 | 54,802 | |
Accrued paid time off | 154,776 | 173,904 | |
Deferred officer compensation | [1] | 139,041 | 139,041 |
Deferred revenue | 890,631 | 983,667 | |
Insurance premium financing | [2] | 103,791 | |
Other accrued liabilities | 43,389 | 108,755 | |
TOTAL OTHER CURRENT LIABILITIES | $ 14,553,277 | $ 11,740,218 | |
[1]Salary for Steve Johnson, CEO, between February 15, 2018, and September 30, 2020.[2]Renewal of directors and officer’s insurance. |
Schedule of future debt payment
Schedule of future debt payments (Details) | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |
Total | $ 64,900,000 |
Loans Payable [Member] | |
Debt Instrument [Line Items] | |
Total | 20,700,000 |
Senior Secured Notes [Member] | |
Debt Instrument [Line Items] | |
Total | 30,000,000 |
Senior Secured Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Total | 14,200,000 |
Related Party 2023 [Member] | |
Debt Instrument [Line Items] | |
2023 | 30,700,000 |
Related Party 2023 [Member] | Loans Payable [Member] | |
Debt Instrument [Line Items] | |
2023 | 700,000 |
Related Party [Member] | Senior Secured Notes [Member] | |
Debt Instrument [Line Items] | |
2023 | 30,000,000 |
Other [Member] | |
Debt Instrument [Line Items] | |
2023 | 20,000,000 |
2025 | 1,705,832 |
Thereafter | 100,000 |
Other [Member] | Loans Payable [Member] | |
Debt Instrument [Line Items] | |
2023 | 20,000,000 |
Other [Member] | Senior Secured Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
2025 | 1,705,832 |
Thereafter | 100,000 |
Related Party 2024 [Member] | |
Debt Instrument [Line Items] | |
2024 | 5,000,000 |
Related Party 2024 [Member] | Senior Secured Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
2024 | 5,000,000 |
Related Party 2025 [Member] | |
Debt Instrument [Line Items] | |
2025 | 4,294,168 |
Related Party 2025 [Member] | Senior Secured Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
2025 | 4,294,168 |
Related Party Thereafter [Member] | |
Debt Instrument [Line Items] | |
Thereafter | 3,100,000 |
Related Party Thereafter [Member] | Senior Secured Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Thereafter | $ 3,100,000 |
Operating lease asset and liabi
Operating lease asset and liability for our operating lease were recorded in the consolidated balance sheet as follows: (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Operating lease asset | $ 434,330 | $ 555,150 |
Total lease asset | 434,330 | |
Current liabilities: | ||
Operating lease liability | 175,520 | 162,470 |
Long-term liabilities: | ||
Operating lease liability, net of current portion | 305,259 | $ 445,033 |
Total lease liability | $ 480,779 |
Future lease payments included
Future lease payments included in the measurement of operating lease liability on the consolidated balance sheet as of December 31, 2022, for the following three fiscal years and thereafter as follows: (Details) | Dec. 31, 2022 USD ($) |
Lease | |
2023 | $ 214,631 |
2024 | 221,069 |
2025 | 150,679 |
Total minimum lease payments | 586,379 |
Less effects of discounting | (105,601) |
Present value of future minimum lease payments | $ 480,779 |
LEASE (Details Narrative)
LEASE (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 04, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lease | |||
Remaining lease term | 18 months | ||
Expiration of lease | Aug. 31, 2025 | ||
Lease renewal term | 5 years | ||
Discount rate | 14.80% | ||
Rent expense | $ 279,005 | $ 286,358 |
AGREEMENT WITH PDL BIOPHARMA,_2
AGREEMENT WITH PDL BIOPHARMA, INC. (Details Narrative) - USD ($) | 12 Months Ended | 43 Months Ended | |||||||||||
Feb. 06, 2020 | Jan. 28, 2020 | May 15, 2019 | Apr. 29, 2019 | Mar. 29, 2019 | Jan. 31, 2019 | Feb. 28, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | May 13, 2019 | Mar. 08, 2022 | Apr. 09, 2019 | Jun. 26, 2015 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Warrant exercise price (in dollars per share) | $ 0.09 | ||||||||||||
Interest expense | $ 6,262,051 | $ 8,950,418 | |||||||||||
PDL Modification Agreement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Interest expense | $ 3,100,000 | $ 3,100,000 | |||||||||||
PDL BioPharma, Inc. [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Amount available under credit agreement | $ 40,000,000 | ||||||||||||
PDL BioPharma, Inc. [Member] | Tranche One [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Amount available under credit agreement | $ 20,000,000 | ||||||||||||
Interest rate during period | 13.50% | ||||||||||||
Interest rate | 15.50% | ||||||||||||
Minimum cash balance required before modification | $ 750,000 | ||||||||||||
Minimum cash balance required | $ 0 | ||||||||||||
Tenth PDL Modification Agreement [Member] | Debt Instrument, Redemption, Period One [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Net cash proceeds for issuance capital stock or debt | $ 2,050,000 | ||||||||||||
Eleventh PDL Modification Agreement [Member] | Debt Instrument, Redemption, Period Two [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Net cash proceeds for issuance capital stock or debt | $ 750,000 | ||||||||||||
Twelfth PDL Modification Agreement [Member] | Debt Instrument, Redemption, Period Three [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Net cash proceeds for issuance capital stock or debt | $ 750,000 | ||||||||||||
Thirteen PDL Modification Agreement [Member] | Debt Instrument, Redemption, Period Four [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Net cash proceeds for issuance capital stock or debt | $ 3,550,000 | ||||||||||||
Fourth Amendment to PDL Credit Agreement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Loan amount | $ 20,000,000 | ||||||||||||
Fifth Amendment to PDL Credit Agreement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Interest rate | 15.50% | ||||||||||||
Fifth Amendment to PDL Credit Agreement [Member] | Medium-term Notes [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Loan amount | $ 200,000 | ||||||||||||
Debt maturity date | Oct. 07, 2020 | ||||||||||||
Fifth Amendment to PDL Credit Agreement [Member] | Tranche Three Loans [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Loan amount | $ 200,000 | ||||||||||||
Issuance of warrants | 250,000 | ||||||||||||
Warrant exercise price (in dollars per share) | $ 0.03 | ||||||||||||
Warrant expiration date | May 15, 2029 | ||||||||||||
Fifth Amendment to PDL Credit Agreement [Member] | Medium Term Notes 4 [Member] | Mr. Johnson [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Loan amount | $ 150,000 | ||||||||||||
Fifth Amendment to PDL Credit Agreement [Member] | Medium Term Notes 4 [Member] | Dr. Higgins [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Loan amount | 50,000 | ||||||||||||
Fourteenth Amendment to the PDL Modification Agreement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Liquidity required during modification period | 0 | ||||||||||||
Liquidity required during modification period before modification | 750,000 | ||||||||||||
Fourteenth Amendment to the PDL Modification Agreement [Member] | Termination Date 1 [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Net cash proceeds for issuance capital stock or debt | 2,050,000 | ||||||||||||
Fourteenth Amendment to the PDL Modification Agreement [Member] | Termination Date 2 [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Net cash proceeds for issuance capital stock or debt | 1,000,000 | ||||||||||||
Fourteenth Amendment to the PDL Modification Agreement [Member] | Termination Date 3 [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Net cash proceeds for issuance capital stock or debt | 250,000 | ||||||||||||
Fourteenth Amendment to the PDL Modification Agreement [Member] | Termination Date 4 [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Net cash proceeds for issuance capital stock or debt | $ 3,300,000 | ||||||||||||
Nineteenth Amendment to the PDL Modification Agreement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Net cash proceeds for issuance capital stock or debt | $ 600,000 | ||||||||||||
Sixth PDL Credit Agreement Amendment [Member] | Medium-term Notes [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Interest rate | 15.50% | ||||||||||||
Loan amount | $ 500,000 | ||||||||||||
Debt maturity date | Oct. 07, 2020 | ||||||||||||
Sixth PDL Credit Agreement Amendment [Member] | Medium-term Notes [Member] | Mr. Johnson [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Loan amount | $ 250,000 | ||||||||||||
Sixth PDL Credit Agreement Amendment [Member] | Medium-term Notes [Member] | Dr. Higgins [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Loan amount | $ 250,000 | ||||||||||||
Sixth PDL Credit Agreement Amendment [Member] | Additional Tranche Three Term Notes [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Issuance of warrants | 1,000,000 | ||||||||||||
Warrant exercise price (in dollars per share) | $ 0.01 | ||||||||||||
Warrant expiration date | Feb. 06, 2030 |
AGREEMENT WITH HEALTHCOR (Detai
AGREEMENT WITH HEALTHCOR (Details Narrative) | 12 Months Ended | |||||||||||||||||
Mar. 08, 2022 $ / shares shares | Mar. 06, 2022 | Apr. 20, 2021 $ / shares shares | Apr. 18, 2021 | May 15, 2019 USD ($) $ / shares | Jul. 13, 2018 USD ($) $ / shares | Jul. 10, 2018 USD ($) | Feb. 23, 2018 USD ($) $ / shares shares | Dec. 04, 2014 USD ($) $ / shares shares | Jan. 16, 2014 USD ($) | Apr. 21, 2011 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 30, 2022 USD ($) | Jul. 01, 2022 | Dec. 31, 2020 shares | Feb. 06, 2020 USD ($) $ / shares | Jan. 31, 2012 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.09 | |||||||||||||||||
Interest expense | $ 6,262,051 | $ 8,950,418 | ||||||||||||||||
2011 Notes [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Interest expense | 0 | 2,734,688 | ||||||||||||||||
2014 HealthCor Notes [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Percentage of Principal Suspended Interest Accrual | 100% | |||||||||||||||||
2015 Supplemental Notes [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Percentage of Principal Suspended Interest Accrual | 100% | |||||||||||||||||
Eighth Amendment Supplemental Closing Notes [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Percentage of Principal Suspended Interest Accrual | 100% | |||||||||||||||||
Tenth Amendment Supplemental Closing Notes [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Percentage of Principal Suspended Interest Accrual | 100% | |||||||||||||||||
Twelfth Amendment Supplemental Closing Notes [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Percentage of Principal Suspended Interest Accrual | 100% | |||||||||||||||||
Thirteenth Amendment Supplemental Closing Notes [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Percentage of Principal Suspended Interest Accrual | 100% | |||||||||||||||||
Replacement Notes [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Debt Instrument Additional Value | $ 5,000,000 | |||||||||||||||||
HealthCor Purchase Agreement [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Interest incurred and paid in kind | 0 | 3,002,790 | ||||||||||||||||
Beneficial conversion feature | $ 0 | $ 0 | ||||||||||||||||
HealthCor Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Underlying shares | shares | 442,000,000 | |||||||||||||||||
HealthCor Purchase Agreement [Member] | Convertible Debt [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Loan amount | $ 9,316,000 | |||||||||||||||||
Debt maturity date | Apr. 20, 2021 | |||||||||||||||||
Issuance of warrants | shares | 5,488,456 | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 1.40 | |||||||||||||||||
HealthCor Purchase Agreement [Member] | 2011 Senior Secured Convertible Note#2 [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Loan amount | $ 10,684,000 | |||||||||||||||||
Issuance of warrants | shares | 6,294,403 | |||||||||||||||||
HealthCor Purchase Agreement [Member] | Convertible Debt 2 [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Increase in interest rate (per annum) should default occur | 5% | |||||||||||||||||
HealthCor Purchase Agreement [Member] | Convertible Debt 2 [Member] | First Five Year Note Period [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Interest rate during period | 12.50% | |||||||||||||||||
HealthCor Purchase Agreement [Member] | Convertible Debt 2 [Member] | Second Five Year Note Period [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Interest rate during period | 10% | |||||||||||||||||
Health Cor 4 [Member] | Convertible Debt 4 [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Loan amount | $ 2,329,000 | |||||||||||||||||
Health Cor 4 [Member] | Convertible Debt 5 [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Loan amount | $ 2,671,000 | |||||||||||||||||
Health Cor 6 [Member] | Convertible Debt [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Debt maturity date | Jan. 15, 2024 | |||||||||||||||||
Health Cor 6 [Member] | Convertible Debt 7 [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Loan amount | $ 2,329,000 | |||||||||||||||||
Health Cor 6 [Member] | Convertible Debt 6 [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Loan amount | $ 2,671,000 | |||||||||||||||||
Health Cor 7 [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Loan amount | $ 6,000,000 | |||||||||||||||||
Debt maturity date | Feb. 16, 2025 | |||||||||||||||||
Issuance of warrants | shares | 3,692,308 | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.52 | |||||||||||||||||
Debt conversion price | $ / shares | $ 0.52 | |||||||||||||||||
Health Cor 10 [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Loan amount | $ 2,050,000 | |||||||||||||||||
Debt maturity date | Feb. 22, 2028 | |||||||||||||||||
Issuance of warrants | shares | 512,500 | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.05 | |||||||||||||||||
Debt conversion price | $ / shares | $ 0.05 | |||||||||||||||||
Health Cor Ninth Amedment Purchase Agreement [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Net proceeds to be retained from sale of hospital assets | $ 50,000 | |||||||||||||||||
Debt discount | $ 378,000 | |||||||||||||||||
Health Cor Ninth Amedment Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Conversion of notes | 1.20 | |||||||||||||||||
Health Cor Ninth Amedment Purchase Agreement [Member] | Warrants [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Conversion of notes | 1 | |||||||||||||||||
Health Cor Tenth Amendment [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Loan amount | $ 1,000,000 | |||||||||||||||||
Debt maturity date | Jul. 12, 2028 | |||||||||||||||||
Debt conversion price | $ / shares | $ 0.05 | |||||||||||||||||
Health Cor 14 [Member] | Health Cor New Investors 1 [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Loan amount | $ 50,000 | |||||||||||||||||
Debt maturity date | May 15, 2029 | |||||||||||||||||
Debt conversion price | $ / shares | $ 0.03 | |||||||||||||||||
Underlying shares | shares | 2,000,000 | |||||||||||||||||
Health Cor Thirteen [Member] | Health Cor New Investors One1 [Member] | Thirteenth Amendment Note [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Loan amount | $ 100,000 | |||||||||||||||||
Debt conversion price | $ / shares | $ 0.01 | |||||||||||||||||
Underlying shares | shares | 11,200,000 | |||||||||||||||||
HealthCor Note Extensions [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Issuance of warrants | shares | 3,000,000 | 2,000,000 | ||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.23 | |||||||||||||||||
Warrant expiration date | Mar. 08, 2032 | Apr. 20, 2031 | ||||||||||||||||
Debt discount | $ 420,000 | |||||||||||||||||
HealthCor Note Extensions [Member] | 2011 Notes [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Debt maturity date | Apr. 20, 2023 | Apr. 20, 2022 | Apr. 20, 2022 | Apr. 20, 2021 | ||||||||||||||
HealthCor Note Extensions [Member] | 2012 Notes [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Debt maturity date | Apr. 20, 2023 | Apr. 20, 2022 | Apr. 20, 2022 | Jan. 30, 2022 |
Below is a summary of the total
Below is a summary of the total underlying shares of common stock related to HealthCor and related investors: (Details) - HealthCor Purchase Agreement [Member] - Common Stock [Member] | Dec. 31, 2022 shares |
Outstanding notes and warrants to purchase common shares | 442,000,000 |
2014 HealthCor Notes [Member] | |
Outstanding notes and warrants to purchase common shares | 200,000,000 |
2015 Investors [Member] | |
Outstanding notes and warrants to purchase common shares | 50,000,000 |
2015 HealthCor Notes [Member] | |
Outstanding notes and warrants to purchase common shares | 50,000,000 |
Health Cor Notes 2022 [Member] | |
Outstanding notes and warrants to purchase common shares | 50,000,000 |
February 2018 Investors [Member] | |
Outstanding notes and warrants to purchase common shares | 10,000,000 |
July 2018 Investors [Member] | |
Outstanding notes and warrants to purchase common shares | 50,000,000 |
2019 Investor [Member] | |
Outstanding notes and warrants to purchase common shares | 20,500,000 |
February 2020 Investor [Member] | |
Outstanding notes and warrants to purchase common shares | 10,000,000 |
JOINT VENTURE AGREEMENT (Detail
JOINT VENTURE AGREEMENT (Details Narrative) - Rockwell [Member] - Rockwell Note [Member] | Nov. 30, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Jan. 31, 2020 | Dec. 31, 2019 |
Second Rockwell Note Amendment [Member] | |||||
Debt maturity date | Dec. 31, 2020 | ||||
Debt previous payment due date | Dec. 31, 2019 | ||||
Debt revised payment due date | Jan. 31, 2020 | ||||
Third Rockwell Note Amendment [Member] | |||||
Debt previous payment due date | Jan. 31, 2020 | ||||
Debt revised payment due date | Feb. 10, 2020 | ||||
Fourth Rockwell Note Amendment [Member] | |||||
Debt previous payment due date | Mar. 31, 2020 | ||||
Debt revised payment due date | Apr. 16, 2020 | ||||
Fifth Rockwell Note Amendment [Member] | |||||
Debt maturity date | Dec. 31, 2021 | ||||
Extend term | 1 year | ||||
Date of final required quarterly payment | Sep. 30, 2021 | ||||
Prior due date of quarterly payment | Dec. 31, 2020 | ||||
Sixth Rockwell Note Amendment [Member] | |||||
Debt maturity date | Mar. 31, 2022 | ||||
Debt previous payment due date | Dec. 31, 2021 | ||||
Debt revised payment due date | Mar. 31, 2022 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | Mar. 31, 2023 USD ($) $ / shares shares |
Tranche Two [Member] | Common Stock [Member] | |
Subsequent Event [Line Items] | |
Conversion price (in dollars per share) | $ / shares | $ 0.10 |
Replacement Notes [Member] | Tranche One [Member] | |
Subsequent Event [Line Items] | |
Debt converted | $ | $ 26,200,000 |
Conversion price (in dollars per share) | $ / shares | $ 0.10 |
Shares issued upon conversion (in shares) | 262,000,000 |
Conversion percentage | 50% |
Replacement Notes [Member] | Tranche Two [Member] | |
Subsequent Event [Line Items] | |
Debt converted | $ | $ 18,000,000 |
Shares issued upon conversion (in shares) | 180,000,000 |
Conversion percentage | 50% |
Common stock authorized to complete debt conversion (in shares) | 800,000,000 |