10-Q

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2020

or

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

For the transition period from________ to ___________

Commission File No. 000-54090

CAREVIEW COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada	95-4659068
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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

(Address of principal executive offices)

(972) 943-6050

(Registrant’s telephone number)

N/A

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

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

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

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

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

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

Yes  ☐   No  ☑

The number of shares outstanding of each of the issuer’s classes of Common Stock as of May 15, 2020 was 139,380,748.

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES 

INDEX

			Page
PART I - FINANCIAL INFORMATION
	Item. 1	Financial Statements
		Condensed Consolidated Balance Sheets as of March 31, 2020 (Unaudited) and December 31, 2019	3
		Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2020 and 2019 (Unaudited)	4
		Condensed Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2020 and 2019 (Unaudited)	5
		Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019 (Unaudited)	6
		Notes to the Condensed Consolidated Financial Statements	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	36
	Item 4.	Controls and Procedures	37
PART II - OTHER INFORMATION
	Item 1.	Legal Proceedings	38
	Item 1A.	Risk Factors	38
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
	Item 3.	Defaults Upon Senior Securities	38
	Item 4.	Mine Safety Disclosures	38
	Item 5.	Other Information	38
	Item 6.	Exhibits	39

2

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2020 (unaudited)			December 31, 2019
ASSETS
Current Assets:
Cash and cash equivalents	$	589,330		$	269,741
Accounts receivable		1,565,997			1,666,338
Other current assets		173,615			220,464
Total current assets		2,328,942			2,156,543
Property and equipment, net		1,827,836			1,978,020
Other Assets:
Intangible assets, net		903,124			830,682
Operating lease asset		729,769			85,942
Other assets, net		211,316			240,700
Total other assets		1,844,209			1,157,324
Total assets	$	6,000,987		$	5,291,887
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	342,670		$	439,851
Notes payable, current portion net of debt costs of $0 and $0, respectively		21,013,786			20,563,786
Operating lease liability		137,712			91,363
Other current liabilities		5,286,809			4,505,505
Total current liabilities		26,780,977			25,600,505
Long-term Liabilities:
Senior secured notes, net of debt discount and debt costs of $4,861,583 and $5,774,915, respectively		51,748,551			50,835,220
Senior secured convertible notes, net of debt discount and debt costs of $4,180,020 and $4,320,038, respectively		21,526,420			20,599,475
Operating lease liability		606,736			—
Total long-term liabilities		73,881,707			71,434,695
Total liabilities		100,662,684			97,035,200
Commitments and Contingencies (Note 12)
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; 139,380,748 issued and outstanding		139,381			139,381
Additional paid in capital		84,270,372			84,244,343
Accumulated deficit		(179,071,450	)		(176,127,037	)
Total stockholders’ deficit		(94,661,697	)		(91,743,313	)
Total liabilities and stockholders’ deficit	$	6,000,987		$	5,291,887

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

3

CAREVIEW COMMUNICATIONS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019
(Unaudited)

	Three Months Ended
	March 31, 2020			March 31, 2019
Revenues, net	$	1,712,856		$	1,473,291
Operating expenses:
Network operations		722,897			715,824
General and administration		712,773			748,825
Sales and marketing		122,084			70,123
Research and development		375,063			318,641
Depreciation and amortization		177,015			184,646
Total operating expense		2,109,832			2,038,059
Operating loss		(396,976	)		(564,768	)
Other income and (expense)
Interest expense		(2,549,014	)		(2,516,638	)
Interest income		137			417
Other income		1,440			5,226
Total other income (expense)		(2,547,437	)		(2,510,995	)
Loss before taxes		(2,944,413	)		(3,075,763	)
Provision for income taxes		—			—
Net loss	$	(2,944,413	)	$	(3,075,763	)
Net loss per share	$	(0.02	)	$	(0.02	)
Weighted average number of common shares outstanding, basic and diluted		139,380,748			139,380,748

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

4

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 

FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019 

(Unaudited)

					Additional
	Common Stock				Paid in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2018		139,380,748	$	139,381	$	84,027,883	$	(161,986,591	)	$	(77,819,327	)
Options granted as compensation		—		—		54,613		—			54,613
Beneficial conversion features for senior secured convertible notes		—		—		6,391		—			6,391
Net loss		—		—		—		(3,075,763	)		(3,075,763	)
Balance, March 31, 2019		139,380,748	$	139,381	$	84,088,887	$	(165,062,354	)	$	(80,834,086	)
Balance, December 31, 2019		139,380,748	$	139,381	$	84,244,343	$	(176,127,037	)	$	(91,743,313	)
Options granted as compensation		—		—		17,342		—			17,342
Warrants issued		—		—		8,687		—			8,687
Net loss		—		—		—		(2,944,413	)		(2,944,413	)
Balance, March 31, 2020		139,380,748	$	139,381	$	84,270,372	$	(179,071,450	)	$	(94,661,697	)

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

5

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019 

(Unaudited)

	Three Months Ended
	March 31, 2020			March 31, 2019
CASH FLOWS FROM OPERATING ACTIVITES
Net loss	$	(2,944,413	)	$	(3,075,763	)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation		162,586			171,928
Amortization of debt discount and debt costs		1,062,037			1,055,264
Amortization of deferred installation costs		11,527			23,038
Amortization of deferred debt issuance and debt financing costs		—			116,438
Amortization of intangible assets		14,429			12,718
Amortization of operating lease		46,832			35,364
Interest incurred and paid in kind		686,927			647,389
Stock based compensation related to options granted		17,342			54,612
Loss on disposal of intangible assets		2,754			—
Write off of deferred installation costs		21,886			—
Changes in operating assets and liabilities:
Accounts receivable		100,341			1,409
Other current assets		46,849			65,345
Other assets		4,098			4,098
Accounts payable		(97,182	)		(219,545	)
Other current liabilities		743,732			569,242
Net cash flows used in operating activities		(120,255	)		(538,463	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(12,402	)		(16,337	)
Payment for deferred installation costs		(8,128	)		(16,589	)
Patent, trademark and other intangible asset costs		(89,626	)		(25,737	)
Net cash flows used in investing activities		(110,156	)		(58,663	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from senior secured convertible promissory notes		100,000			—
Proceeds from promissory notes		500,000			—
Repayment of notes payable		(50,000	)		(50,000	)
Net cash flows provided by (used in) financing activities		550,000			(50,000	)
Decrease in cash		319,589			(647,126	)
Cash, cash equivalents and restricted cash, beginning of period		269,741			1,950,725
Cash, cash equivalents and restricted cash, end of period	$	589,330		$	1,303,599
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES:
Remeasurement of operating lease	$	690,658		$	—
Beneficial conversion features for senior secured convertible notes	$	—		$	6,391

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

6

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Interim Financial Statements

The accompanying unaudited interim condensed consolidated financial statements of CareView Communications, Inc. (“CareView”, the “Company”, “we”, “us” or “our”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.  In the opinion of management, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission (the “SEC”).  The balance sheet at December 31, 2019 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.  The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period.  Actual results could differ from those estimates.  Results of operations for interim periods are not necessarily indicative of results for the full year.  The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the SEC on March 30, 2020.

COVID-19

In December 2019, a novel strain of coronavirus (COVID-19) was identified in Wuhan, China, and has subsequently spread to other regions of the world, and has resulted in increased travel restrictions, business disruptions and emergency quarantine measures across the world including the United States.

The Company has considered the effects of COVID-19 in the preparation of the financial statements as of and for the period ended March 31, 2020.   We have been able to continue providing services to our current customer base and have not experienced a slowdown in collections. However, the continued shelter-in-place orders have limited our ability to install currently contracted units as well as make sales visits to existing and potential customers and market our new Gen-5 product.  

The full impact of the COVID-19 outbreak continues to evolve. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the global situation on its financial condition, liquidity, operations, industry, and workforce.  Although the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it may have an adverse effect on the Company’s results of future operations, financial position, and liquidity in fiscal year 2020.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act (the “Act”) was enacted. The CARES Act is an approximately $2 trillion emergency economic stimulus package in response to the Coronavirus outbreak, which among other things contains numerous income tax provisions. Some of these tax provisions are expected to be effective retroactively for years ending before the date of enactment. The Company has applied for, and has received, funds under the Paycheck Protection Program after the period end in the amount of $781,800. The application for these funds requires the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support operations of the Company. This certification further requires the Company to take into account our current business activity and our ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. The receipt of these funds, and the forgiveness of the loan attendant to these funds, is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on our future adherence to the forgiveness criteria.

Revenue Recognition

We adopted Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”) on January 1, 2018 using the full retrospective transition method for recognizing revenue. The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of our services to our customers and will provide financial statement readers with enhanced disclosures. 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. Further, 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.

7

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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. 

We offer CareView’s services through a subscription-based contract with each healthcare facility for a standard term of three to five years and have determined we have one performance obligation for our services. We begin to bill monthly subscription fees to the healthcare facility upon official acceptance of the CareView System by the healthcare facility which is when the service is initiated. When services begin, the customer simultaneously receives the use and benefit of that service and we recognize the revenue over time based on the service completed to date as the amount invoiced each month. The contract requires the healthcare facility to pay us the subscription fee monthly. During the term of the contract, we provide continuous monitoring of the CareView System and are required to maintain and service all CareView System equipment. If the healthcare facility requires additional services, the contract is amended accordingly. The Company evaluated the disaggregation criteria of ASC 606 and determine that based on the nature, amount, timing and uncertainty of our service revenues, there were no material differences that merited further disaggregation as compared to the total revenue as reported in the accompanying consolidated statements of operations.  We defer and capitalize all costs associated with the installation of the CareView System into a healthcare facility until the CareView System is fully operational and accepted by the healthcare facility. Installation costs are specifically identifiable based on the amounts we are charged from third party installers or directly identifiable labor hours incurred for each installation. Upon acceptance, the associated costs are expensed on a straight-line basis over the life of the contract with the healthcare facility. These costs are included in network operations on the accompanying consolidated statements of operations. The table below details the activity in these deferred installation costs during the three months ended March 31, 2020 and 2019, included in other assets in the accompanying condensed consolidated balance sheet.

	Three Months Ended March 31,
	2020			2019
Balance, beginning of period	$	81,188		$	134,686
Additions		8,128			16,589
Transfer to expense		(33,413	)		(23,038	)
Balance, end of period	$	55,903		$	128,237

From time to time, we enter into contracts with healthcare facilities wherein full payment of the contractual obligation is paid in advance (“PIA Contracts”).  The transaction is recorded as a contract liability in and is included in other current liabilities in the accompanying condensed consolidated financial statements, with revenue recorded and the contract liability reduced as services are provided under the contract.  The table below details this activity during the three months ended March 31, 2020 and 2019.

	Three Months Ended March 31,
	2020			2019
Balance, beginning of period	$	255,398		$	58,559
Additions		165,212			—
Transfer to revenue		(107,918	)		(26,361	)
Balance, end of period	$	312,692		$	32,198

8

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2020, future transfers to revenue are as follows:

Years Ending December 31,	Amount
2020	$	173,887
2021		97,772
2022		41,033
	$	312,692

Based on our contracts, we invoice customers once our performance obligations have been satisfied, at which point payment is unconditional.  Accordingly, except in the case of PIA Contracts as detailed above, our contracts do not give rise to contract assets or liabilities under ASC 606.  Accounts receivable are recorded when the right to consideration becomes unconditional and are reported accordingly on our consolidated financial statements.

ASC Topic 842, Leases

We adopted ASC Topic 842, Leases under the modified retrospective transition method for all long-term operating leases as of January 1, 2019 . See NOTE 13 for further details.

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 174,000,000 and 149,000,000 at March 31, 2020 and 2019, respectively, have been excluded from the diluted earnings per share calculation as they are anti-dilutive due to our reported net loss.

Recently Issued and Newly Adopted Accounting Pronouncements

There have been no material changes to our significant accounting policies as summarized in NOTE 2of our Annual Report on Form 10-K for the year ended December 31, 2019.  We do not expect that the adoption of any recent accounting pronouncements will have a material impact on our accompanying condensed consolidated financial statements.

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CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Our cash position at March 31, 2020 was approximately $589,000.

Accounting standards require management to evaluate our ability to continue as a going concern for a period of one year subsequent to the date of the filing of this Form 10-Q (“evaluation period”). As such, we have evaluated if cash and cash equivalents on hand and cash generated through operating activities would be sufficient to sustain projected operating activities through May 15, 2021. We anticipate that our current resources, along with cash generated from operations, will not be sufficient to meet our cash requirements throughout the evaluation period, including funding anticipated losses and scheduled debt maturities. We expect to seek additional funds from a combination of dilutive and/or nondilutive financings in the future. Because such transactions have not been finalized, receipt of additional funding is not considered probable under current accounting standards.  If we do not generate sufficient cash flows from operations and obtain sufficient funds when needed, we expect that we would scale back our operating plan by deferring or limiting some, or all, of our capital spending, reducing our spending on travel, and/or eliminating planned headcount additions, as well as other cost reductions to be determined. Because such contingency plans have not been finalized (the specifics would depend on the situation at the time), such actions also are not considered probable for purposes of current accounting standards. Because, under current accounting standards, neither future cash generated from operating activities, nor management’s contingency plans to mitigate the risk and extend cash resources through the evaluation period, are considered probable, substantial doubt is deemed to exist about the Company’s ability to continue as a going concern. As we continue to incur losses, our transition to profitability is dependent upon achieving a level of revenues adequate to support its cost structure. We may never achieve profitability, and unless and until doing so, we intend to fund future operations through additional dilutive or non-dilutive financings.  There can be no assurances, however, that additional funding will be available on terms acceptable to us, if at all.  Because, under current accounting standards, neither future cash generated from operating activities, nor management’s contingency plans to mitigate the risk and extend cash resources through the evaluation period, are considered probable, substantial doubt is deemed to exist about the Company’s ability to continue as a going concern through May 15, 2021. The financial information contained in these financial statements have been prepared on a basis that assumes that we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. This financial information and these financial statements do not include any adjustments that may result from the outcome of this uncertainty.

NOTE 3 – STOCKHOLDERS’ EQUITY

On April 11, 2019, the Board of Directors of the Company approved an amendment (the “Charter Amendment”) to our Articles of Incorporation to increase the number of authorized shares of Common Stock, par value $0.001, from 300,000,000 shares to 500,000,000 shares. Subsequently, on May 14, 2019, the Charter Amendment was approved by written consent of the holders of 72,863,770 shares of our Common Stock, representing approximately 52% of our outstanding shares of Common Stock, in lieu of a special meeting. The Charter Amendment was filed with the Secretary of State of the State of Nevada on, and effective as of, June 26, 2019.  Also, on April 11, 2019, the Board of Directors approved an amendment to the Company’s Bylaws to amend Section 8, Action Without a Meeting, to replace the wording of that section in its entirety.

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CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 to purchase Common Stock of the Company (“Warrants”).  The Black-Scholes Model is an acceptable model in accordance with the GAAP.  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.  Estimated volatility is a measure of the amount by which our stock price is expected to fluctuate each year during the expected life of the award.  Our estimated volatility is an average of the historical volatility of our stock prices (and that of peer entities whose stock prices were publicly available) over a period equal to the expected life of the awards.  Where appropriate we used the historical volatility of peer entities due to the lack of sufficient historical data of our stock price during 2007-2009.

On February 6, 2020, we issued 1,000,000 ten-year Warrants (with a fair value of $9,000) at an exercise prices of $0.01 per share to a director (see NOTE 10 for further details).  During the three months ended March 31, 2019, no Warrants were issued.

Options to Purchase Common Stock of the Company

During the three months ended March 31, 2020, 100,000 Options to purchase our Common Stock (the “Option(s)”) were granted having a with a fair value of $800 and an exercise prices of $0.05 per share. During the three months ended March 31, 2019, no options to purchase our Common Stock (the ’’Option(s)’’) were granted.  During the three months ended March 31, 2020, Options totaling 13,335 expired and 263,333 Options were canceled.  During the three months ended March 31, 2019, Options totaling 920,000 Options expired, and 4,001 Options were canceled.

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

	Number of Shares Under Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Balance at December 31, 2019		20,524,792		$	0.25		6.3	$	—
Granted		100,000
Expired		(13,335	)
Canceled		(263,333	)
Balance at March 31, 2020		20,348,124		$	0.24		6.1	$	—
Vested and Exercisable at March 31, 2020		17,824,456		$	0.27		5.9	$	—

Share-based compensation expense for Options charged to our operating results for the three months ended March 31, 2020 and 2019 ($17,342 and $54,613, respectively) is based on awards vested.  The estimate of forfeitures are to be recorded at the time of grant and revised in subsequent periods if actual forfeitures differ from the estimates.  We have not included an adjustment to our stock-based compensation expense based on the nominal amount of the historical forfeiture rate.  We do, however, revise our stock-based compensation expense based on actual forfeitures during each reporting period.

At March 31, 2020, total unrecognized estimated compensation expense related to non-vested Options granted prior to that date was approximately $51,069, which is expected to be recognized over a weighted-average period of 0.7 years.  No tax benefit was realized due to a continued pattern of operating losses.

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CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – OTHER CURRENT ASSETS

Other current assets consist of the following:

	March 31, 2020		December 31, 2019
Prepaid expenses	$	108,964	$	102,215
Other prepaid expenses		59,757		109,185
Other current assets		4,894		9,064
TOTAL OTHER CURRENT ASSETS	$	173,615	$	220,464

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	March 31, 2020			December 31, 2019
Network equipment	$	12,429,762		$	12,424,248
Office equipment		214,496			207,608
Vehicles		217,004			217,004
Test equipment		197,090			197,090
Furniture		91,341			91,341
Warehouse equipment		9,524			9,524
Leasehold improvements		5,121			5,121
		13,164,338			13,151,936
Less: accumulated depreciation		(11,336,502	)		(11,173,916	)
TOTAL PROPERTY AND EQUIPMENT	$	1,827,836		$	1,978,020

Depreciation expense for the three months ended March 31, 2020 and 2019 was $162,586 and $171,928, respectively.

NOTE 6 – OTHER ASSETS

Intangible assets consist of the following:

	March 31, 2020
	Cost		Accumulated Amortization		Net
Patents and trademarks	$	1,121,343	$	256,392	$	864,951
Other intangible assets		83,746		45,573		38,173
TOTAL INTANGIBLE ASSETS	$	1,205,089	$	301,965	$	903,124

	December 31, 2019
	Cost		Accumulated Amortization		Net
Patents and trademarks	$	1,070,871	$	243,702	$	827,169
Other intangible assets		63,509		59,996		3,513
TOTAL INTANGIBLE ASSETS	$	1,134,380	$	303,698	$	830,682

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CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Other assets consist of the following:

	March 31, 2020
	Cost		Accumulated Amortization		Net
Deferred installation costs	$	1,274,398	$	1,218,495	$	55,903
Prepaid license fee		249,999		140,710		109,289
Security deposit		46,124		—		46,124
TOTAL OTHER ASSETS	$	1,570,521	$	1,359,205	$	211,316

Other assets consist of the following:

	December 31, 2019
	Cost		Accumulated Amortization		Net
Deferred installation costs	$	1,288,156	$	1,206,968	$	81,188
Prepaid license fee		249,999		136,611		113,388
Security deposit		46,124		—		46,124
TOTAL OTHER ASSETS	$	1,584,279	$	1,343,579	$	240,700

NOTE 7 – OTHER CURRENT LIABILITIES

Other current liabilities consist of the following:

	March 31, 2020		December 31, 2019
Accrued interest	$	4,550,525	$	3,751,061
Deferred revenue		312,692		255,398
Allowance for system removal		145,650		152,800
Deferred commission		139,041		139,041
Accrued paid time off		53,049		112,176
Accrued taxes		53,637		29,309
Other accrued liabilities		21,709		24,199
Accrued rent expense		10,506		22,161
Insurance premium financing		—		19,360
TOTAL OTHER CURRENT LIABILITIES	$	5,286,809	$	4,505,505

NOTE 8 – INCOME TAXES

Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  We do not expect to pay any significant federal or state income tax for 2020 as a result of the losses recorded during the three months ended March 31, 2020 and the additional losses expected for the remainder of 2020 and net operating loss carry forwards from prior years.  Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some component or all the benefits of deferred tax assets will not be realized.  As of March 31, 2020, we maintained a full valuation allowance for all deferred tax assets.  Based on these requirements, no provision or benefit for income taxes has been recorded.  There were no recorded unrecognized tax benefits at the end of the reporting period.

13

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The effective tax rate for the three months ended March 31, 2020 was different from the federal statutory rate due primarily to the benefit recorded in connection with the carryback of U.S. net operating losses as allowed by the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), enacted March 27, 2020.

NOTE 9 – AGREEMENT WITH PDL BIOPHARMA, INC.

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

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

On December 28, 2017, the Company and PDL Investment Holdings, LLC (as assignee of PDL) (“PDL Investment”) entered into a Binding Forbearance Term Sheet (the “Forbearance Term Sheet”) in order to modify certain provisions of the PDL Credit Agreement to prevent any Events of Default from occurring on December 31, 2017. This Forbearance Term Sheet was the governing document until February 2, 2018, at which time, the Company and PDL Investment entered into a Modification Agreement (the “PDL Modification Agreement”), effective December 28, 2017, with respect to the PDL Credit Agreement which reiterated the terms included in the Forbearance Term Sheet and effective February 2, 2018, entered into certain consents and amendments with respect to other existing agreements. In accordance with GAAP, we accounted for this transaction as a debt modification, wherein consideration given to PDL was recorded as deferred closing costs and all third-party payments were considered an expense and recorded as such on the accompanying condensed consolidated financial statements. Details of the PDL Modification Agreement, as amended, are included in our Form 10-K filed with the SEC on March 29, 2019.

Pursuant to the terms of the PDL Modification Agreement, as amended, the first principal payment on the Tranche One Loan due on December 31, 2017 in the amount of $1,666,667, and similar principal payments due on March 31, 2018, June 30, 2018, September 30, 2018, December 31, 2018, March 31, 2019, June 30, 2019, September 30, 2019, and December 31, 2019 have been delayed and are included in the payment due on January 17, 2020 (see Seventeenth Amendment to the PDL Modification Agreement below for additional details).

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CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the PDL Credit Agreement, as amended, quarterly interest only payments of $675,000 for each of the first 12 interest payment dates (December 31, 2015 through September 30, 2018) were made timely. Pursuant to the terms of the PDL Modification Agreement, as amended, quarterly interest payments due on December 31, 2018, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019 and March 31,2020 have been delayed and are also included in the payment due on April 30, 2020 (see Nineteenth Amendment to the PDL Modification Agreement below for additional details).

The obligations under the PDL Credit Agreement, as modified, are secured by a pledge of substantially all of the assets of the Company and certain of its domestic subsidiaries. We executed a Subordination and Intercreditor Agreement (the “Subordination and Intercreditor Agreement”), with the Lender, HealthCor, the 2015 Investors, the February 2018 Investors, the July 2018 Investors, the 2019 Investor and the February 2020 Investor (as defined in NOTE 10) pursuant to which we granted first-priority liens on our pledged assets to the Lender and second-priority liens on  such pledged assets to HealthCor, the 2015 Investors, the February 2018 Investors, the July 2018 Investors, the 2019 Investor and the February 2020 Investor.

The PDL Credit Agreement, as modified, contains customary affirmative covenants for transactions of this type and other affirmative covenants agreed to by the Company and the Lender, including, among others, the provision of annual and quarterly reports, maintenance of property, insurance, compliance with laws and contractual obligations and payment of taxes. The PDL Credit Agreement, as modified, contains customary negative covenants for transactions of this type and other negative covenants agreed to by the Company and the Lender, including, among others, restrictions on the incurrence of indebtedness, the granting of liens, making restricted payments and investments, entering into affiliate transactions and transferring assets. The PDL Credit Agreement, as modified, calls for a reduction of our operating expenses compared to such expense incurred in October 2017 by at least (i) $113,000 for January 2018, (ii) $148,000 for February 2018 and (iii) $167,000 for each other month for the duration of the Modification Period (see Seventeenth Amendment to the PDL Modification Agreement below for additional details). We are in compliance with this covenant as of the date of this filing. The PDL Credit Agreement, as modified, also provides for a number of customary events of default, including payment, bankruptcy, covenant, representation and warranty and judgment defaults.

In addition, contemporaneously with the execution of the PDL Credit Agreement the Company and the Lender executed (i) a Registration Rights Agreement (as amended in the PDL Modification Agreement as discussed above) pursuant to which we agreed to provide the Lender with certain registration rights with respect to the shares of Common Stock issuable upon exercise of the PDL Warrant, (ii) a Guarantee and Collateral Agreement pursuant to which certain of our subsidiaries guaranteed the performance of our obligations under the PDL Credit Agreement, as modified, and granted the Lender a security interest in such subsidiaries’ tangible and intangible assets securing our performance of the same, and (iii) a Patent Security Agreement and a Trademark Security Agreement pursuant to which we granted the Lender a security interest in a certain subsidiary’s tangible and intangible assets securing the performance of our obligations under the PDL Credit Agreement, as modified.

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, March 31, 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 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to February 23, 2018 and (b) an additional (i) $750,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to July 13, 2018 and (ii) $750,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to May 15, 2019 (rather than January 31, February 28, March 31, and April 30, respectively) (resulting in aggregate net cash proceeds of at least $3,550,000); and (C) the Company’s quarterly interest payments that would otherwise have been due to Lender on December 31, 2018 and March 31, 2019 would be deferred until May 15, 2019 (the end of the extended Modification Period) and that such deferral would be a Covered Event.

15

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 to PDL Investments (the “Amended Tranche One Loan”), pursuant to which the parties agreed, among other things, to amend the note from registered to unregistered form.

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, from the Tranche Three Lenders, with a maturity date of October 7, 2020 and bearing interest at the rate of 15.5% per annum, payable quarterly in arrears (subject to the terms of the PDL Modification Agreement, as amended) (the “Tranche Three Loan”); (ii) increase the interest rate for outstanding borrowings under the Amended Tranche One Loan from 13.5% per annum to 15.5% per annum, payable quarterly in arrears (subject to the terms of the PDL Modification Agreement, as amended), effective May 15, 2019,; and (iii) provide for the issuance of the Twelfth Amendment Note, pursuant to the terms of the Twelfth Amendment to the HealthCor Agreement (see NOTE 10 for details). Under the accounting standards, we determined that the restructuring of the Tranche One Loan resulted in a troubled debt restructuring. As the future cash flows were greater than the carrying amount of the debt at the date of the amendment, we accounted for the change prospectively using the new effective interest rate.  Also on May 15, 2019, upon the execution of the Fifth PDL Credit Agreement Amendment, (i) the Company sold and issued the Tranche Three Lenders term notes in the aggregate principal amount of $200,000, payable in accordance with the terms of the PDL Credit Agreement (the “Tranche Three Loans”), $150,000 from Mr. Johnson and $50,000 from Dr. Higgins, and (ii) the Company issued a warrant for the purchase of 250,000 shares of Common Stock, with an exercise price per share equal to $0.03 (subject to adjustment as described therein) and an expiration date of May 15, 2029 (the “Tranche Three Loan Warrant”), to Dr. Higgins in connection with his Tranche Three Loan. Mr. Johnson declined to be issued a Tranche Three Loan Warrant.

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 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to February 23, 2018 and (b) an additional (i) $1,000,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to July 13, 2018 and (ii) $250,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to May 15, 2019 (resulting in aggregate net cash proceeds of at least $3,300,000); (C) the Liquidity required during the Modification Period would be lowered to $0 from $750,000; and (D) the Company’s interest payments that would otherwise be due to Lender on December 31, 2018, March 31, 2019 and June 30, 2019 would be deferred until September 30, 2019 (the end of the extended Modification Period) and that such deferrals would be a Covered Event.

16

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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, March 31, 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, March 31, 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, March 31, 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, March 31, 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 in cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt subordinated to the Tranche One Loan (as defined in the Credit Agreement) pursuant to the terms of the Intercreditor Agreement (as defined in the Credit Agreement) on or prior to February 11, 2020) or (ii) February 11, 2020 (if Borrower has not obtained such cash proceeds by such date) (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, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, and March 31, 2020 would be deferred until the end of the extended Modification Period (but with respect to the March 31, 2020 interest payment, such payment would be deferred only in the event that the end of the extended Modification Period is April 30, 2020 rather than February 11, 2020; otherwise the Borrower will make the interest payment due under the Credit Agreement on March 31, 2020), and that such deferrals would be a Covered Event.

17

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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, from the Tranche Three Lenders (the “Additional Tranche Three Loan”), with a maturity date of October 7, 2020 (the fifth anniversary of the funding date of the Tranche One Loan (as defined in the Credit Agreement)), with outstanding borrowings bearing interest at the rate of 15.5% per annum, payable quarterly in arrears (subject to the terms of the Modification Agreement, as amended), and with payment of the Additional Tranche Three Loan and any other Obligations (as defined in the Credit Agreement) incurred in connection with the Additional Tranche Three Loan subordinated and subject in right and time of payment to the Payment in Full (as defined in the Credit Agreement) of the Tranche One Loan and any other Obligations incurred in connection with the Tranche One Loan, to the extent and in the manner set forth in the Credit Agreement; and (ii) provide for the issuance of the Thirteenth Amendment Supplemental Closing Note.

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, payable in accordance with the terms of the Credit Agreement (the “Additional Tranche Three Term Notes”), $250,000 from Mr. Johnson and $250,000 from Dr. Higgins, and (ii) the Company  issued a warrant for the purchase of 1,000,000 shares of Common Stock, with an exercise price per share equal to $0.01 (subject to adjustment as described therein) and expiration date of February 6, 2030 (the “Additional Tranche Three Loan Warrant”), to Dr. Higgins in connection with his Additional Tranche Three Loan. Mr. Johnson declined to be issued an Additional Tranche Three Loan Warrant. Mr. Johnson is our Chief Executive Officer, President, Secretary and Treasurer and is one of our directors. Dr. Higgins is one of our directors.

The Company has evaluated the Eighteenth and Nineteenth 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.

Accounting Treatment

In connection with the PDL Credit Agreement, as amended, we issued the PDL Warrant to the Lender. The fair value of the PDL Warrant at issuance was $1,257,778, which has been recorded as deferred issuance costs in the accompanying condensed consolidated financial statements. The deferred debt issuance and closing costs associated with the PDL Credit Agreement, as amended, have been presented as contra debt in accordance with the accounting standards. In December 2017, in connection with the PDL Modification Agreement, as amended, the Amended PDL Warrant was again amended (the “Second Amendment to the PDL Warrant’) resulting in an increase in fair value of $44,445, which was recorded as additional deferred debt issuance costs in the accompanying consolidated financial statements. As of March 31, 2020, the Amended PDL Warrant has not been exercised.

During the year ended December 31, 2019, the Company and Lender entered into eight 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.  Under debt modification/troubled debt guidance, we determined that the first of the eight amendments qualified for modification accounting, while the final seven qualified for troubled debt restructuring accounting.  The Eighteenth and Nineteenth Amendments entered into during the three months ended March 31, 2020 (as detailed above) also qualified for troubled debt restructuring accounting.  As appropriate, we expensed the debt issuance costs paid to third parties as a deferred debt issuance costs and accounted for the change in the effective interest rate prospectively. For the three months ended March 31, 2020 and 2019, pursuant to the terms of the PDL Modification Agreement, as amended, $775,000 and $807,556, respectively was recorded as interest expense in the accompanying condensed consolidated financial statements.

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CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Tranche Three Warrant issued with the Fifth PDL Credit Agreement Amendment did not contain features requiring liability accounting and were recorded at fair value on the date of issuance with the offsetting credit recorded in equity. The Tranche Three Warrant issued with the Sixth PDL Credit Agreement Amendment was valued at $8,687 and was recorded as interest expense at March 31, 2020.

NOTE 10 – AGREEMENT WITH HEALTHCOR

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

On January 31, 2012, we entered into 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 and $2,671,000, respectively (collectively the “2012 HealthCor Notes”). As provided by the Second Amendment, the 2012 HealthCor Notes are in substantially the same form as the 2011 HealthCor Notes, with changes to the “Issuance Date,” “Maturity Date,” “First Five-Year Note Period” and other terms to take into account the timing of the issuance of the 2012 HealthCor Notes. The 2012 HealthCor Notes have a maturity date of January 30, 2022. In addition, the provisions regarding interest payments, interest acceleration, optional conversion, negative covenants, and events of default, preemptive rights and registration rights are the same as those of the 2011 HealthCor Notes. At any time after January 30, 2012, HealthCor is entitled to convert any portion of the outstanding and unpaid accrued interest on and principal balances of the 2012 HealthCor Notes into fully paid and non-assessable shares of our Common Stock at a conversion rate of $1.25 per share, subject to adjustment in accordance with anti-dilution provisions set forth in the 2012 HealthCor Notes. Pursuant to the terms of the Ninth Amendment, as discussed below, the accrual of interest has been suspended after September 30, 2018.

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CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On August 20, 2013, we entered into a Third Amendment to the HealthCor Purchase Agreement with HealthCor (the “Third Amendment”) to redefine our minimum cash balance requirements. Previously we were required to maintain a minimum cash balance of $5,000,000 and should we drop below that balance, it triggered a default. The Third Amendment allowed for a reduced minimum cash period, as defined in the HealthCor Purchase Agreement, which allowed us to drop below $5,000,000, but not below $4,000,000. All other terms and conditions of the HealthCor Purchase Agreement, including all amendments thereto, remain the same. Upon entering the reduced minimum cash period (which occurred on October 7, 2013), we had 120 days to return our minimum cash balance to the original $5,000,000. On January 16, 2014, we increased our cash balance to in excess of the original $5,000,000 minimum allowable balance.

On January 16, 2014, we entered into 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 and $2,671,000 (collectively the “2014 HealthCor Notes’’). As provided by the Fourth Amendment, the 2014 HealthCor Notes are in substantially the same form as the 2011 HealthCor Notes, with changes to the “Issuance Date,” “Maturity Date,” “First Five-Year Note Period” and other terms to take into account the timing of the issuance of the 2014 HealthCor Notes. The 2014 HealthCor Notes have a maturity date of January 15, 2024. In addition, the provisions regarding interest payments, interest acceleration, optional conversion, negative covenants, and events of default, preemptive rights and registration rights are the same as those of the 2011 HealthCor Notes. At any time after January 16, 2014, HealthCor is entitled to convert any portion of the outstanding and unpaid accrued interest on and principal balances of the 2014 HealthCor Notes into fully paid and non-assessable shares of our Common Stock at a conversion rate of $0.40 per share, subject to adjustment in accordance with anti-dilution provisions set forth in the 2014 HealthCor Notes. Additionally, we issued Warrants to HealthCor for the purchase of an aggregate of up to 4,000,000 shares of our Common Stock at an exercise price of $0.40 per share (collectively the “2014 HealthCor Warrants”). As of March 31, 2020, the underlying shares of our Common Stock related to the 2014 HealthCor Notes totaled approximately 26,000,000.

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,with a conversion price per share of $0.52 (subject to adjustment as described therein) (the “Fifth Amendment Notes”) and (ii) additional Warrants for an aggregate of up to 3,692,308 shares of our Common Stock at an exercise price per share of $0.52 (subject to adjustment as described therein) (the “Fifth Amendment Warrants”). As provided by the Fifth Amendment, the Fifth Amendment Notes are in substantially the same form as the 2011 HealthCor Notes, with changes to the “Issuance Date,” “Maturity Date,” “First Five-Year Note Period” and other terms to take into account the timing of the issuance of the Fifth Amendment Notes. The Fifth Amendment Notes have a maturity date of February 16, 2025. In addition, the provisions regarding interest payments, interest acceleration, optional conversion, negative covenants, and events of default, preemptive rights and registration rights are the same as those of the 2011 HealthCor Notes. The 2015 Investors are composed of all but one of our current directors and one of our officers. On February 17, 2015, the Company and the Investors closed on the transactions contemplated by the Fifth Amendment. In connection with this closing, the Company and the Investors entered into an Amended and Restated Pledge and Security Agreement (the “Amended Security Agreement”), amending and restating that certain Pledge and Security Agreement dated as of April 20, 2011, and an Amended and Restated Intellectual Property Security Agreement (the “Amended IP Security Agreement”), amending and restating that certain Intellectual Property Security Agreement dated as of April 20, 2011. As of March 31, 2020, the underlying shares of our Common Stock related to the Fifth Amendment Notes totaled approximately 3,600,000 to HealthCor and 18,000,000 to the 2015 Investors.

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CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On March 31, 2015, we entered into the Ninth Amendment to the HealthCor Purchase Agreement (the “Ninth Amendment”) pursuant to which, among other things, (i) the requirement to maintain a minimum cash balance of $5,000,000 was reduced to a minimum cash balance of $2,000,000 and (ii) the amendment provision was revised to permit the HealthCor Purchase Agreement to be amended by the Company and the holders of the majority of the Common Stock underlying the outstanding notes and warrants to purchase shares of our Common Stock sold pursuant to the HealthCor Purchase Agreement. On March 31, 2015, we also issued a warrant to HealthCor to purchase up to an aggregate of 1,000,000 shares of our Common Stock in consideration for certain prior waivers of the minimum cash balance requirement in the HealthCor Purchase Agreement (the “Ninth Amendment Warrant”). The Ninth Amendment Warrant has an exercise price per share of $0.53 (subject to adjustment as described therein) and an expiration date of March 31, 2025.

On June 26, 2015, we (i) entered into a Seventh Amendment to the HealthCor Purchase Agreement (the “Seventh Amendment”) pursuant to which the HealthCor Purchase Agreement was amended to permit the Company to enter into and perform its obligations under the PDL Credit Agreement (as detailed in NOTE 9); (ii) executed an Amendment to the Registration Rights Agreement between the Company and HealthCor dated April 21, 2011 (the “RR Agreement”) pursuant to which the RR Agreement was amended to make its priority of registration consistent with the Registration Rights Agreement executed by the Company and PDL; (iii) amended the 2011 HealthCor Notes to extend the maturity date, in the event that Tranche Two of the PDL Credit Agreement is funded, for such notes to 90 days after the earlier of the Tranche Two maturity date or repayment date, but not later than December 31, 2022, (iv) amended the 2012 HealthCor Notes, to set the maturity date at January 30, 2022 and, in the event that Tranche Two of the PDL Credit Agreement is funded, to extend such maturity date to 90 days after the earlier of the Tranche Two maturity date or repayment date, but later than December 31, 2022; and (v) amended each of the Senior Secured Convertible Notes issued under the HealthCor Purchase Agreement (the “HealthCor Notes”) to, among other things, subordinate the HealthCor Notes to the loans under the PDL Credit Agreement and to increase certain event of default acceleration and payment thresholds. ). As pertains to (iii) and (iv) above, pursuant to the terms of the PDL Credit Agreement and having not met the Tranche Two Milestones by July 26, 2017, the Tranche Two funding was terminated in full.

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,with a conversion price per share of $0.05 (subject to adjustment as described therein) (the “Eighth Amendment Notes”) and (ii) additional Warrants for an aggregate of up to 512,500 shares of our Common Stock at an exercise price per share of $0.05 (subject to adjustment as described therein) (the “Eighth Amendment Warrants”). As provided by the Eighth Amendment, the Eighth Amendment Notes are in substantially the same form as the 2011 HealthCor Notes, with changes to the “Issuance Date,” “Maturity Date,” “First Five- Year Note Period” and other terms to take into account the timing of the issuance of the Eighth Amendment Notes. The Eighth Amendment Notes have a maturity date of February 22, 2028. In addition, the provisions regarding interest payments, interest acceleration, optional conversion, negative covenants, and events of default, preemptive rights and registration rights are the same as those of the 2011 HealthCor Notes. The 2018 Investors are composed of all but one of our current directors, one of our officers and an entity. As of March 31, 2020, the underlying shares of our Common Stock related to the Eighth Amendment Notes totaled approximately 53,000,000 to the February 2018 Investors.

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CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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% of the aggregate number of shares of Common Stock then issuable upon full conversion of the Notes and exercise of the Warrants to at least 100% of such aggregate number of shares. In addition, on July 10, 2018, along with PDL, HealthCor, the 2015 Investors and the February 2018 Investors, we entered into a Second Amendment to the Subordination and Intercreditor Agreement, to amend the Subordination and Intercreditor Agreement dated as of September 26, 2015, as amended to provide that, in the event of a sale of the Company’s hospital assets, after the net proceeds are first applied to repay obligations under the PDL Credit Agreement, as amended, until paid in full, up to the next $5,000,000 of such net proceeds may be retained by the Company for working capital purposes before all remaining net proceeds are then applied to repay the obligations under the Notes in accordance with the priorities set forth in the HealthCor Purchase Agreement and the Notes.

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 to the July 2018 Investors with a conversion price per share equal to $0.05 (subject to adjustment as described therein) (the “Tenth Amendment Notes”). As provided by the Tenth Amendment, the Tenth Amendment Notes are in substantially the same form as the 2011 HealthCor Notes, with changes to the “Issuance Date,” “Maturity Date,” “First Five-Year Note Period” and other terms to take into account the timing of the issuance of the Tenth Amendment Notes. The Tenth Amendment Notes have a maturity date of July 12, 2028. In addition, the provisions regarding interest payments, interest acceleration, optional conversion, negative covenants, and events of default, preemptive rights and registration rights are the same as those of the 2011 HealthCor Notes. As of March 31, 2020, the underlying shares of our Common Stock related to the Tenth Amendment Notes totaled approximately 25,000,000 to the July 2018 Investors.

On March 27, 2019, we entered into the Eleventh Amendment to the HealthCor Purchase Agreement, as amended, with HealthCor, the 2015 Investors, the February 2018 Investors and the July 2018 Investors, pursuant to which all parties agreed to amend and restate Section 5.3 Minimum Cash Balance (“Section 5.3”), wherein the requirement of maintaining a minimum cash balance has been removed and any breach of Section 5.3 has been waived in perpetuity.

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CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 to the 2019 Investor with a conversion price per share equal to $0.03 (subject to adjustment as described therein) (the “Twelfth Amendment Note”). As provided by the Twelfth Amendment, the Twelfth Amendment Note is in substantially the same form as the 2011 HealthCor Notes, with changes to the “Issuance Date,” “Maturity Date,” “First Five- Year Note Period” and other terms to take into account the timing of the issuance of the Twelfth Amendment Note. The Twelfth Amendment Note has a maturity date of May 15, 2029. In addition, the provisions regarding interest payments, interest acceleration, optional conversion, negative covenants, and events of default, preemptive rights and registration rights are the same as those of the 2011 HealthCor Notes. As of March 31, 2020, the underlying shares of our Common Stock related to the Twelfth Amendment Note totaled approximately 2,000,000 to the 2019 Investor.

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 to the February 2020 Investor with a conversion price per share equal to $0.01 (subject to adjustment as described therein) (the “Thirteenth Amendment Note”). As provided by the Twelfth Amendment, the Twelfth Amendment Note is in substantially the same form as the 2011 HealthCor Notes, with changes to the “Issuance Date,” “Maturity Date,” “First Five- Year Note Period” and other terms to take into account the timing of the issuance of the Thirteenth Amendment Note. The Thirteenth Amendment Note has a maturity date of February 5, 2030. In addition, the provisions regarding interest payments, interest acceleration, optional conversion, negative covenants, and events of default, preemptive rights and registration rights are the same as those of the 2011 HealthCor Notes. As of March 31, 2020, the underlying shares of our Common Stock related to the Thirteenth Amendment Note totaled approximately 10,000,000 to the 2020 Investor.

Accounting Treatment

When issuing debt or equity securities convertible into common stock at a discount to the fair value of the common stock at the date the debt or equity financing is committed, a company is required to record a beneficial conversion feature (“BCF”) charge. We had three separate issuances of equity securities convertible into common stock that qualify under this accounting treatment, (i) the 2011 HealthCor Notes, (ii) the 2012 HealthCor Notes and (iii) the 2014 HealthCor Notes. Because the conversion option and the 2011 HealthCor Warrants on the 2011 HealthCor Notes were originally classified as a liability when issued due to the down round provision and the removal of the provision requiring liability treatment, and subsequently reclassified to equity on December 31, 2011 when the 2011 HealthCor Notes were amended, only the accrued interest capitalized as payment in kind (“PIK”) since reclassification qualifies under this accounting treatment. We recorded an aggregate of $1,725,826 and $1,688,204 in interest for the three months ended March 31, 2020 and 2019, respectively, related to these transactions. For the three months ended March 31, 2020 and 2019, we recorded $1,322,068and $1,032,693, respectively, of PIK related to the notes included in the HealthCor Purchase Agreement. The face amount of the 2012 HealthCor Notes, 2014 HealthCor Notes, the Fifth Amendment Notes and the Eighth Amendment Notes and all accrued PIK interest also qualify for BCF treatment as discussed above. Under the accounting standards, we determined that the restructuring of the HealthCor notes, pursuant to the terms of the Ninth Amendment, resulted in a troubled debt restructuring. As the future cash flows were greater than the carrying amount of the debt at the date of the amendment, we accounted for the change prospectively using the new effective interest rate. During the three months ended March 31, 2020 and 2019, respectively, we recorded a BCF of $0 and $6,390, respectively. The BCF was recorded as a charge to debt discount and a credit to additional paid in capital, with the debt discount, using the effective interest method, amortized to interest expense over the term of the notes.

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CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As Warrants were issued with the Fifth Amendment Notes, 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. The value allocated to the Fifth Amendment Warrants was $1,093,105, which was recorded as debt discount with the credit to additional paid in capital. We recorded an aggregate of $27,509 and $8,122 in interest for the three months ended March 31, 2020 and 2019, respectively, related to the Fifth Amendment Notes and Fifth Amendment Warrants. The Sixth Amendment Warrants and Eighth Amendment Warrants also did not contain features requiring liability accounting and were recorded at fair value on the date of issuance with the offsetting credit recorded in equity. The value allocated to the Ninth Amendment Warrant was $378,000, which was recorded as debt costs with the credit to additional paid in capital. We recorded an aggregate of $14,551 and $14,451 in interest expense for the three months ended March 31, 2020 and 2019, respectively.

NOTE 11 – JOINT VENTURE AGREEMENT

On November 16, 2009, we entered into a Master Investment Agreement (the “Rockwell Agreement”) with Rockwell Holdings I, LLC, a Wisconsin limited liability (“Rockwell”). Under the terms of the Rockwell Agreement, we used funds from Rockwell to fully implement the CareView System™ in Hillcrest Medical Center in Tulsa, Oklahoma (“Hillcrest”) and Saline Memorial Hospital in Benton, Arkansas (“Saline”) (the “Project Hospital(s)”). CareView-Hillcrest, LLC and CareView-Saline, LLC were created as the operating entities for the Project Hospitals under the Rockwell Agreement (the “Project LLC(s)”).

On January 31, 2017, under the terms of the Rockwell Agreement, wherein we have the option to purchase Rockwell’s interest in the Project LLCs, we exercised that right by entering into a Settlement and LLC Interest Purchase Agreement with Rockwell (the “Settlement Agreement). Pursuant to the terms of the Settlement Agreement, we paid Rockwell the aggregate amount of $1,213,786 by the issuance of a promissory note to Rockwell for $1,113,786 (the “Rockwell Note”) and a cash payment of $100,000. Pursuant to the terms of the Rockwell Note, we will make quarterly principal payments of $100,000, with each payment being made on the last day of each calendar quarter beginning with the first payment date of March 31, 2017 and continuing on the last business day of each subsequent calendar quarter through September 30, 2019. We were not in default of any conditions under the Settlement Agreement as of December 31, 2017. The final payment due on December 31, 2019 was to be a balloon payment of $13,786 representing the remaining principal balance plus all accrued and unpaid interest. As previously reported in our Current Report on Form 8-K filed with the SEC on February 5, 2018, on February 2, 2018 the Company entered into an amendment (the “Rockwell Note Amendment”) to the Company’s Promissory Note to Rockwell Holdings I, LLC (“Rockwell”) dated as of January 31, 2017 (the “Rockwell Note”), pursuant to which Rockwell agreed to defer $50,000 of each $100,000 quarterly payment due under the Rockwell Note from January 1, 2018 through the termination of the Modification Period, April 30, 2020.

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

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

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

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CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As additional consideration to Rockwell for entering into the Rockwell Agreement, we granted Rockwell Warrants to purchase 1,151,206 shares of our Common Stock on the date of the Rockwell Agreement, and, using the Black-Scholes Model, valued the Warrants at $1,124,728 (the “Project Warrant”), which amount was fully amortized at December 31, 2015. Pursuant to the terms of the Settlement Agreement, the expiration date of the Project Warrant was extended from November 16, 2017 to November 16, 2022. All other provisions of the Project Warrant remained unchanged. At the time of the extension, the Project Warrant were revalued resulting in a $11,512 increase in fair value, which has been recorded as non-cash costs included in general and administration expense in the accompanying consolidated financial statements. Effective February 2, 2018, pursuant to the terms of the PDL Modification Agreement, we entered into an amendment to the Project Warrant wherein the Project Warrant’s exercise price was changed from $0.52 to $0.05, resulting in a $13,814 increase in fair value, this transaction was recorded as non-cash costs included in general and administration expense in the consolidated financial statements for the year ended December 31, 2018.

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Amendment to Commercial Lease Agreement

On March 4, 2020, we entered into the Fourth Amendment to Commercial Lease Agreement (the “Lease Extension”), wherein we extended the Lease through August 31, 2025. The Lease Extension contains a renewal provision under which we may renew the Lease for an additional five-year period under the same terms and conditions. We believe that these premises are adequate and sufficient for our current needs.

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CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 – LEASE

Under ASC Topic 842, Leases ("ASC 842"), operating lease expense is generally recognized evenly over the term of the lease. On January 1, 2019, the Company had an operating lease primarily consisting of office space with a remaining lease term of 18 months.  We adopted ASC 842 under the modified retrospective transition method for all long-term operating leases as of January 1, 2019 .  The cumulative impact of the adoption of ASC 842 to the condensed consolidated balance sheet as of January 1, 2019 was as follows:

Operating Lease Asset	$	236,959
Operating Lease Liability-ST	$	166,955
Operating Lease Liability-LT	$	83,477

The adoption of ASC 842 did not result in an adjustment to retained earnings.  The adoption of ASC 842 represents a change in accounting principle.

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

The Company has reassessed the discount rate at the remeasurement date at 14.8%, and the Company has remeasured its operating lease asset and lease liability on its balance sheet using the discount rate that applies as of the date of the reassessment event to remeasure its operating lease asset and lease liability. The reassessment is based on the remaining lease term (5.42 years) and lease payments. The Company has further concluded that the Lease Extension has no effects on the classification of the Lease.  Rent expense for the three months ended March 31, 2020 and 2019 was $78,369 and $65,697, respectively. 

Lease Position as of March 31,2020

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

	As of March 31, 2020
Assets
Operating lease asset	$	729,769
Total lease asset	$	729,769
Liabilities
Current liabilities:
Operating lease liability	$	137,712
Long-term liabilities:
Operating lease liability, net of current portion		606,736
Total lease liability	$	744,448

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CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Undiscounted Cash Flows

Future lease payments included in the measurement of operating lease liability on the condensed consolidated balance sheet as of March 31, 2020, for the following five fiscal years and thereafter is as follows:

Year ending December 31, 2020	Operating Leases
Remaining 2020	$	114,345
2021		202,310
2022		208,379
2023		214,631
2024		221,069
2025 and thereafter		150,679
Total minimum lease payments		1,111,413
Less effects of discounting		(366,965	)
Present value of future minimum lease payments	$	744,448

Cash Flows

The table below presents certain information related to the cash flows for the Company’s operating lease for the three months ended March 31, 2020:

	Three Months Ended March 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	37,573

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CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 – SUBSEQUENT EVENTS

Payroll Protection Program

On April 10, 2020, the Company received a loan pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), as administered by the U.S. Small Business Administration (the “SBA”). The loan in the principal amount of approximately $782,000 (the “PPP Loan”) was disbursed by BOKF, NA (“Lender”), pursuant to the Paycheck Protection Program Promissory Note and Agreement (the “Promissory Note”).  The PPP Loan matures April 10, 2022 and bears interest at a fixed rate of 1.00% per annum. Monthly principal and interest payments, less the amount of any potential forgiveness (discussed below), will commence November 10, 2020. The Company did not provide any collateral or guarantees for the PPP Loan, nor did the Company pay any facility charge to obtain the PPP Loan. The Promissory Note provides for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. The Company may prepay the principal of the PPP Loan at any time without incurring any prepayment charges.

All or a portion of the PPP Loan may be forgiven by the SBA and the Lender upon application by the Company beginning 60 days but not later than 90 days after the funding date of the PPP Loan. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, and covered utilities during the eight-week period beginning on the approval date of the PPP Loan. For purposes of the CARES Act, payroll costs exclude compensation of an individual employee more than $100,000, prorated annually. Not more than 25% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are reduced by more than 25%. Although the Company currently believes that its use of the PPP Loan will meet the conditions for forgiveness of the loan, the Company cannot assure that the PPP Loan will be forgiven, in whole or in part.

Consents and Agreements Regarding U.S. Small Business Administration Paycheck Protection Program Loan

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.

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).

Twentieth Amendment to the PDL Modification Agreement

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, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 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.

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

General

The following discussion and analysis provides information which our management believes to be relevant to an assessment and understanding of our results of operations and financial condition.  This discussion should be read together with our financial statements and the notes to the financial statements, which are included in this Quarterly Report on Form 10-Q (the “Report”).  This information should also be read in conjunction with the information contained in our Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2020, including the audited consolidated financial statements and notes included therein as of and for the year ended December 31, 2019.  The reported results will not necessarily reflect future results of operations or financial condition.

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

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

Company Overview

Our mission is to be the leading provider of products and on-demand application services for the healthcare industry, specializing in bedside video monitoring, software tools to improve hospital communications and operations, and patient education and entertainment packages. Our proprietary, high-speed data network system is the next generation of patient care monitoring that allows real-time bedside and point-of-care video monitoring designed to improve patient safety and overall hospital costs. The entertainment packages and patient education enhance the patient’s quality of stay. Reported results from CareView-driven facilities prove that our products reduce falls, reduce the cost of sitter fees, increase patient satisfaction, and reduce bed turnaround time to increase patient flow. For patients, we have a convenient in-room, entertainment package that includes high-speed Internet, access to first-run on-demand movies and visual connectivity to family and friends from anywhere in the world. For the hospital, we offer tools to provide superior patient care, peace of mind and customer service satisfaction.

COVID-19 Outbreak

In December 2019, a novel strain of coronavirus (COVID-19) was identified in Wuhan, China, and has subsequently spread to other regions of the world, and has resulted in increased travel restrictions, business disruptions and emergency quarantine measures across the world including the United States.

The Company has considered the effects of COVID-19 in the preparation of the financial statements as of and for the period ended March 31, 2020.   We have been able to continue providing services to our current customer base and have not experienced a slowdown in collections. However, the continued shelter-in-place orders have limited our ability to install currently contracted units as well as make sales visits to existing and potential customers and market our new Gen-5 product.  

The full impact of the COVID-19 outbreak continues to evolve. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the global situation on its financial condition, liquidity, operations, industry, and workforce.  Although the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it may have an adverse effect on the Company’s results of future operations, financial position, and liquidity in fiscal year 2020.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act (the “Act”) was enacted. The CARES Act is an approximately $2 trillion emergency economic stimulus package in response to the Coronavirus outbreak, which among other things contains numerous income tax provisions. Some of these tax provisions are expected to be effective retroactively for years ending before the date of enactment. The Company has applied for, and has received, funds under the Paycheck Protection Program after the period end in the amount of $781,800. The application for these funds requires the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support operations of the Company. This certification further requires the Company to take into account our current business activity and our ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. The receipt of these funds, and the forgiveness of the loan attendant to these funds, is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on our future adherence to the forgiveness criteria.

CareView System

Our CareView System® suite of video monitoring, guest services and related applications connect patients, families, and healthcare providers. Through the use of telecommunications technology and the Internet, our evolving products and on-demand services greatly increase the access to quality medical care and education for patients/consumers and healthcare professionals. We understand the importance of providing high quality patient care in a safe environment and believe in partnering with hospitals to improve the quality of patient care and safety by providing a system that monitors continuously. We are committed to providing an affordable video monitoring tool to improve the practice of nursing, create a better work environment and make the patient’s hospital stay more informative and satisfying. Our suite of products and services can simplify and streamline the task of preventing and managing patients’ falls, enhance patient safety, improve quality of care, and reduce costs associated with bringing information technology directly to patients, families, and healthcare providers. Our products and services can be used in all types of hospitals, nursing homes, adult living centers and selected outpatient care facilities domestically and internationally.

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CareView’s secure 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. This configuration enhances the use of the nurse call system, reduces unnecessary steps to and from patient rooms, and facilitates a host of modules for patient safety and workflow improvements. The CareView System suite can be easily configured to meet the individual privacy and security requirements of any hospital or nursing facility. The Health Insurance Portability and Accountability Act of 1996 (“HIPAA’) compliant, patient approved video record can be included as part of the patient’s medical record and serves as additional documentation of bedside care, procedures performed, patient and hospital ancillary activities, safety or care incidents, support to necessitate additional clinical services, and, if necessary, as evidence. Additional HIPAA-compliance features allow privacy options to be enabled at any time by the patient, nurse, or physician.

In addition to patient safety and security, we also provide a suite of services to increase patient satisfaction scores and enhance the overall image of the hospital including first-run on-demand movies, Internet access via the patient’s television, and video visits with family and friends from most places throughout the world. Through continued investment in patient care technology, our products and services help hospitals and assisted living facilities build a safe, high quality healthcare delivery system that best serves the patient, while striving for the highest level of satisfaction and comfort.

CareView System Products and Services Agreement with Healthcare Facilities

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

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

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

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CareView Connect

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

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

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

Our Products and Services

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

Alert Management and Monitoring System

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

Caregiver Platform

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

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Quality of Life Metrics

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

CareView is working to integrate additional sensors into the platform, including a ballistocardiogram (BCG) sensor, which allows for improved monitoring and metrics around sleep quality, such as heart and respiration rate. Additional sensors include medical devices, such as scales, pulse oximeters, blood glucose meters, and blood pressure monitors.

Pricing Structure and Revenue Streams

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

Group Purchasing Agreement with HealthTrust Purchasing Group, LP

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

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

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Summary of Product and Service Usage

The following table shows the number of healthcare facilities using our products and services including the number of installed hospitals, installed Bed Equivalent Units (“BEUs”) and billable BEUs as of April 30, 2020. BEUs are calculated by dividing the monthly revenue derived from healthcare facility’s P&S or P&S Pilot Agreement by the unit price charge for an RCP. The table also shows the number of pilot programs in place and hospital proposals pending approval, estimated bed count if the pilot programs and pending proposals result in executed contracts, and the estimated total number of licensed beds available under the pilot programs and hospital proposals. There are no assurances that the pilot programs will be extended, or the pending proposals will be approved to ultimately result in the number of estimated BEUs. Further, there are no assurances that we will have access to the total number of staffed beds in each healthcare facility

Installed Hospitals	Installed BEUs	Billable BEU	Total Staffed Beds in Contracted/ Pilot Hospitals	Potential BEUs Available Under Current Contract/ Pilot Contracts (*)	BEUs in Negotiation Prior to Contract/ Pilot
100	9,535	9,443	174,287	56,443	29,777

(*) This number represents management’s best estimate of the number of units available to us in hospitals that are currently under contract.  We assume that in any given acute care facility, our products and services are appropriate for deployment in approximately 70% of the total staffed beds.  If we have specific information from a current contracted or pilot hospital that the number of potential BEUs in that hospital is either higher or lower than 70%, specific number has been used in the aggregate estimate.

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Results of Operations

Three months ended March 31, 2020 compared to three months ended March 31, 2019

	Three Months Ended March 31,
	2020			2019			Change
	(000’s)
Revenue	$	1,713		$	1,473		$	240
Operating expenses		2,110			2,038			72
Operating loss		(397	)		(565	)		(168	)
Other, net		(2,547	)		(2,511	)		36
Net loss	$	(2,944	)	$	(3,076	)	$	(132	)

Revenue

Revenue increased approximately $240,000 for the three months ended March 31, 2020 as compared to the same period in 2019. Hospitals with billable BEUs decreased to 100 on March 31, 2020 from 104 on March 31, 2019. The increase in revenue is a result of installation of contracted hospitals as well as organic growth within our existing customer base. Of the 100 hospitals with billable BEUs on March 31, 2020, one hospital group accounted for 21.4% of the total. Billable BEUs for all hospitals totaled 9,443 on March 31, 2020 as compared to 8,670 on March 31, 2019.

Operating Expenses

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

	Three Months Ended March 31,
	2020			2019
Human resource costs, including benefits and non-cash compensation		50	%		52	%
Professional and consulting costs		12	%		9	%
Depreciation and amortization		8	%		9	%
Other product deployment costs, excluding human resources and travel and entertainment costs		6	%		5	%
Travel and entertainment expense		5	%		7	%
Other expenses		19	%		18	%

Operating expenses increased by 3% as a result of the following items:

	(000’s)
Human resource costs, including benefits and non-cash compensation	$	(13	)
Depreciation and amortization		(8	)
Other product deployment costs, excluding human resources and travel and entertainment expense		31
Professional and consulting costs		73
Travel and entertainment expense		(44	)
Other expenses		33
	$	72

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Human resource related costs (including salaries and benefits and non-cash compensation) decreased approximately $13,000 primarily as a result of a higher non-cash compensation expense during the three months ended March 31, 2019 as compared to the three months ended March 31, 2020. While we had 55 employees at March 31, 2020 as compared to 54 for the comparable date for the prior year, on average we employed 55 employees over the course of current period as compared to 53 for the comparable prior year period. Depreciation and amortization expense decrease by approximately $8,000, primarily as a result of a reduction in depreciation expense as certain deployable assets purchased have become fully depreciated in 2020. Other product development costs increased approximately $31,000 primarily as a result of increases in product deployment and installation costs and related non-capital equipment costs. Professional and consulting fees increased approximately $73,000, primarily as a result of increased legal and consulting fees. Travel and entertainment expense decreased approximately $44,000 as a result of a less product installations and COVID-19 related slowdown during the three-month period ended March 31, 2020 compared to the same period in 2019. For the comparable periods, other expenses increased approximately $33,000, primarily a result of an increase in rent, utilities and maintenance of $10,000, increase in sales and property tax costs $5,000, increase in sales and marketing costs $50,000 primarily related to Gen5 marketing and website costs, offset by a decrease in other expenses $16,000, decrease in research and development (less non-personnel and travel costs) of approximately$16,000.

Other, net

Other non-operating income and expense increased by approximately $36,000, or 1.45%, for the three months ended March 31, 2020 in comparison to the same period in 2019, primarily as a result of an increase in interest expense offset by amortization of debt discount and other debt cost.

Net Loss

As a result of the factors above, our first quarter 2020 net loss of approximately $2,944,000 decreased approximately $132,000, or 4.27%, as compared to approximately $3,076,000 net loss for the first quarter of 2019.

Liquidity and Capital Resources

Our cash position at March 31, 2020 was approximately $589,000.

Accounting standards require management to evaluate our ability to continue as a going concern for a period of one year subsequent to the date of the filing of this Form 10-Q (“evaluation period”). As such, we have evaluated if cash and cash equivalents on hand and cash generated through operating activities would be sufficient to sustain projected operating activities through May 15, 2021. We anticipate that our current resources, along with cash generated from operations, will not be sufficient to meet our cash requirements throughout the evaluation period, including funding anticipated losses and scheduled debt maturities. We expect to seek additional funds from a combination of dilutive and/or nondilutive financings in the future. Because such transactions have not been finalized, receipt of additional funding is not considered probable under current accounting standards.  If we do not generate sufficient cash flows from operations and obtain sufficient funds when needed, we expect that we would scale back our operating plan by deferring or limiting some, or all, of our capital spending, reducing our spending on travel, and/or eliminating planned headcount additions, as well as other cost reductions to be determined. Because such contingency plans have not been finalized (the specifics would depend on the situation at the time), such actions also are not considered probable for purposes of current accounting standards. Because, under current accounting standards, neither future cash generated from operating activities, nor management’s contingency plans to mitigate the risk and extend cash resources through the evaluation period, are considered probable, substantial doubt is deemed to exist about the Company’s ability to continue as a going concern. As we continue to incur losses, our transition to profitability is dependent upon achieving a level of revenues adequate to support its cost structure. We may never achieve profitability, and unless and until doing so, we intend to fund future operations through additional dilutive or non-dilutive financings.  There can be no assurances, however, that additional funding will be available on terms acceptable to us, if at all.  Because, under current accounting standards, neither future cash generated from operating activities, nor management’s contingency plans to mitigate the risk and extend cash resources through the evaluation period, are considered probable, substantial doubt is deemed to exist about the Company’s ability to continue as a going concern through May 15, 2021. The financial information contained in these financial statements have been prepared on a basis that assumes that we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. This financial information and these financial statements do not include any adjustments that may result from the outcome of this uncertainty.

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Off-Balance Sheet Arrangements

As of March 31, 2020, we had no material off-balance sheet arrangements.

In the ordinary course of business, we enter into agreements with third parties that include indemnification provisions which, in our judgment, are normal and customary for companies in our industry sector.  These agreements are typically with business partners, clinical sites, and suppliers.  Pursuant to these agreements, we generally agree to indemnify, hold harmless, and reimburse indemnified parties for losses suffered or incurred by the indemnified parties with respect to our product candidates, use of such product candidates, or other actions taken or omitted by us.  The maximum potential amount of future payments we could be required to make under these indemnification provisions is unlimited.  We have not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions.  As a result, the estimated fair value of liabilities relating to these provisions is minimal.  Accordingly, we have no liabilities recorded for these provisions as of March 31, 2020.

In the normal course of business, we may be confronted with issues or events that may result in a contingent liability.  These generally relate to lawsuits, claims, environmental actions or the actions of various regulatory agencies.  We consult with counsel and other appropriate experts to assess the claim.  If, in our opinion, we have incurred a probable loss as set forth by accounting principles generally accepted in the U.S., an estimate is made of the loss and the appropriate accounting entries are reflected in our financial statements.  After consultation with legal counsel, we do not anticipate that liabilities arising out of currently threatened lawsuits and claims, if any, will have a material adverse effect on our financial position, results of operations or cash flows.

Critical Accounting Estimates

Please refer to our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Commission on March 30, 2020 and incorporated herein by reference, for detailed explanations of our critical accounting estimates, which have not changed significantly during the three months ended March 31, 2020.

Recently Issued and Newly Adopted Accounting Pronouncements

There have been no material changes to our significant accounting policies as summarized in NOTE 2 of our Annual Report on Form 10-K for the year ended December 31, 2019.  We do not expect that the adoption of any recent accounting pronouncements will have a material impact on our accompanying condensed consolidated financial statements.

Recent Events

None.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

None.

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Item 4.  Controls and Procedures

Disclosure Controls and Procedures

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

Evaluation of Disclosure Controls and Procedures

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

Under the supervision and with the participation of our CEO and principal financial and chief accounting officer, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2020. Based on that evaluation, our CEO and principal financial and chief accounting officer concluded that our disclosure controls and procedures were not effective as of March 31, 2020 due to the continuing existence of a material weakness in internal control over financial reporting described below (which we view as an integral part of our disclosure controls and procedures). Based on the performance of additional procedures designed to ensure the reliability of our financial reporting, we believe that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows as of the dates, and for the periods, presented, in conformity with accounting principles generally accepted in the United States (“GAAP”).

Material Weakness and Remediation Plan

A material weakness is a deficiency, or a combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Management has determined that the Company did not maintain effective internal control over financial reporting as of the period ended March 31, 2020 due to the existence of the following material weaknesses:

(i) due to our limited accounting staff, our accounting manager was responsible for initiating transactions, had custody of assets, recorded transactions and prepared financial reports. Therefore, it was determined that the Company had inadequate segregation of duties in place related to its financial reporting and other management oversight procedures due to the lack of accounting resources. To remedy this material weakness, the Company is in the process of identifying and employing additional full-time accounting personnel to join the corporate accounting function in order to enhance overall monitoring and accounting oversight within the Company; and

(ii) the lack of technical expertise related to identifying and applying US GAAP rules specifically related to evaluation of asset obsolescence, recording of revenues, and debt. To remedy this material weakness, the Company has identified and engaged a third-party subject matter expert to assist with the reporting of these complex transaction.

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Changes in Internal Controls

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(e) of the Exchange Act during the three months ended March 31, 2020 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

None.

Item 1A.  Risk Factors.

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

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

None.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Mine Safety Disclosures.

Not applicable.

Item 5.  Other Information.

None.

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Item 6.  Exhibits.

Exhibit No.	Date of Document	Name of Document
10.01	01/17/20	Eighteenth Amendment to Modification Agreement, by and among the Company, CareView Communications, Inc., a Texas corporation, CareView Operations, L.L.C., a Texas limited liability company, and PDL Investments, LLC (incorporated herein by reference to Exhibit 10.25 to the Company’s Current Report on Form 8-K filed on January 23, 2020 (File No. 000-54090))
10.02	01/28/20	Nineteenth Amendment to Modification Agreement, by and among the Company, CareView Communications, Inc., a Texas corporation, CareView Operations, L.L.C., a Texas limited liability company, and PDL Investments, LLC (incorporated herein by reference to Exhibit 10.27 to the Company’s Current Report on Form 8-K filed on February 3, 2020 (File No. 000-54090))
10.03	01/28/20	Third Amendment to Promissory Note to Rockwell Holdings I, LLC (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on February 6, 2020 (File No. 000-54090))
10.04	02/06/20	Thirteenth Amendment to Note and Warrant Purchase Agreement, by and among the Company, HealthCor Partners Fund, L.P., HealthCor Hybrid Offshore Master Fund, L.P. and the investors party thereto (incorporated herein by reference to Exhibit 10.43 to the Company’s Current Report on Form 8-K filed on February 10, 2020 (File No. 000-54090))
10.05	02/06/20	Sixth Amendment to Credit Agreement by an among the Company, CareView Communications, Inc., a Texas corporation, PDL Investment Holdings, LLC, Steven G. Johnson and Dr. James R. Higgins (incorporated herein by reference to Exhibit 10.45 to the Company’s Current Report on Form 8-K filed on February 10, 2020 (File No. 000-54090))
31.1	05/15/20	Certification of Chief Executive Officer of Periodic Report pursuant to Rule 13a-14a and Rule 14d-14(a).*
31.2	05/15/20	Certification of Chief Financial Officer of Periodic Report pursuant to Rule 13a-14a and Rule 15d-14(a).*
32	05/15/20	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	n/a	XBRL Instance Document*
101.SCH	n/a	XBRL Taxonomy Extension Schema Document*
101.CAL	n/a	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	n/a	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	n/a	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	n/a	XBRL Taxonomy Extension Presentation Linkbase Document*

* Filed herewith.

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SIGNATURES

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

DATE: May 15, 2020

CAREVIEW COMMUNICATIONS, INC.
By:	/s/ Steven G. Johnson
	Steven G. Johnson
	Chief Executive Officer
	Principal Executive Officer
By:	/s/ Jason T. Thompson
	Jason T. Thompson
	Principal Financial Officer
	Chief Accounting Officer

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EX-31.1

Careview Communications, Inc. 10-Q

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steven G. Johnson, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of CareView Communications, Inc.

(2)  Based on my knowledge, this report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)  The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and

d.  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5)  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 15, 2020	/s/ Steven G. Johnson
	Steven G. Johnson
	Chief Executive Officer
	Principal Executive Officer

EX-31.2

Careview Communications, Inc. 10-Q

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jason T. Thompson, certify that:

(1)  I have reviewed this quarterly report on Form 10-Q of CareView Communications, Inc.

(2) Based on my knowledge, this report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)  The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and

d.  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5)  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 15, 2020	/s/ Jason T. Thompson
	Jason T. Thompson
	Principal Financial Officer
	Chief Accounting Officer

EX-32

Careview Communications, Inc. 10-Q

EXHIBIT 32

CERTIFICATIONS UNDER SECTION 906

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of CareView Communications, Inc., a Nevada corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:

The Quarterly Report for the quarter ended March 31, 2020 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 15, 2020	/s/ Steven G. Johnson
	Steven G. Johnson
	Chief Executive Officer
	Principal Executive Officer

May 15, 2020	/s/ Jason T. Thompson
	Jason T. Thompson
	Chief Accounting Officer
	Principal Financial Officer

XML

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2020

Security deposit

COMMITMENTS AND CONTINGENCIES

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Amendment to Commercial Lease Agreement

On March 4, 2020, we entered into the Fourth Amendment to Commercial Lease Agreement (the “Lease Extension”), wherein we extended the Lease through August 31, 2025. The Lease Extension contains a renewal provision under which we may renew the Lease for an additional five-year period under the same terms and conditions. We believe that these premises are adequate and sufficient for our current needs.

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INCOME TAXES

3 Months Ended

Mar. 31, 2020

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 8 – INCOME TAXES

Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  We do not expect to pay any significant federal or state income tax for 2020 as a result of the losses recorded during the three months ended March 31, 2020 and the additional losses expected for the remainder of 2020 and net operating loss carry forwards from prior years.  Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some component or all the benefits of deferred tax assets will not be realized.  As of March 31, 2020, we maintained a full valuation allowance for all deferred tax assets.  Based on these requirements, no provision or benefit for income taxes has been recorded.  There were no recorded unrecognized tax benefits at the end of the reporting period.

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

The effective tax rate for the three months ended March 31, 2020 was different from the federal statutory rate due primarily to the benefit recorded in connection with the carryback of U.S. net operating losses as allowed by the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), enacted March 27, 2020.

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OTHER CURRENT ASSETS

3 Months Ended

Mar. 31, 2020

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

OTHER CURRENT ASSETS

NOTE 4 – OTHER CURRENT ASSETS

Other current assets consist of the following:

	March 31, 2020		December 31, 2019
Prepaid expenses	$	108,964	$	102,215
Other prepaid expenses		59,757		109,185
Other current assets		4,894		9,064
TOTAL OTHER CURRENT ASSETS	$	173,615	$	220,464

XML

GOING CONCERN, LIQUIDITY AND MANAGMENTS PLAN (Details Narrative) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Going Concern Liquidity And Managments Plan
Cash and cash equivalents	$ 589,330	$ 269,741

XML

BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

NOTE 1 – BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Interim Financial Statements

The accompanying unaudited interim condensed consolidated financial statements of CareView Communications, Inc. (“CareView”, the “Company”, “we”, “us” or “our”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.  In the opinion of management, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission (the “SEC”).  The balance sheet at December 31, 2019 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.  The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period.  Actual results could differ from those estimates.  Results of operations for interim periods are not necessarily indicative of results for the full year.  The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the SEC on March 30, 2020.

COVID-19

In December 2019, a novel strain of coronavirus (COVID-19) was identified in Wuhan, China, and has subsequently spread to other regions of the world, and has resulted in increased travel restrictions, business disruptions and emergency quarantine measures across the world including the United States.

The Company has considered the effects of COVID-19 in the preparation of the financial statements as of and for the period ended March 31, 2020.   We have been able to continue providing services to our current customer base and have not experienced a slowdown in collections. However, the continued shelter-in-place orders have limited our ability to install currently contracted units as well as make sales visits to existing and potential customers and market our new Gen-5 product.  

The full impact of the COVID-19 outbreak continues to evolve. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the global situation on its financial condition, liquidity, operations, industry, and workforce.  Although the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it may have an adverse effect on the Company’s results of future operations, financial position, and liquidity in fiscal year 2020.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act (the “Act”) was enacted. The CARES Act is an approximately $2 trillion emergency economic stimulus package in response to the Coronavirus outbreak, which among other things contains numerous income tax provisions. Some of these tax provisions are expected to be effective retroactively for years ending before the date of enactment. The Company has applied for, and has received, funds under the Paycheck Protection Program after the period end in the amount of $781,800. The application for these funds requires the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support operations of the Company. This certification further requires the Company to take into account our current business activity and our ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. The receipt of these funds, and the forgiveness of the loan attendant to these funds, is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on our future adherence to the forgiveness criteria.

Revenue Recognition

We adopted Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”) on January 1, 2018 using the full retrospective transition method for recognizing revenue. The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of our services to our customers and will provide financial statement readers with enhanced disclosures. 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. Further, 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.

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. 

We offer CareView’s services through a subscription-based contract with each healthcare facility for a standard term of three to five years and have determined we have one performance obligation for our services. We begin to bill monthly subscription fees to the healthcare facility upon official acceptance of the CareView System by the healthcare facility which is when the service is initiated. When services begin, the customer simultaneously receives the use and benefit of that service and we recognize the revenue over time based on the service completed to date as the amount invoiced each month. The contract requires the healthcare facility to pay us the subscription fee monthly. During the term of the contract, we provide continuous monitoring of the CareView System and are required to maintain and service all CareView System equipment. If the healthcare facility requires additional services, the contract is amended accordingly. The Company evaluated the disaggregation criteria of ASC 606 and determine that based on the nature, amount, timing and uncertainty of our service revenues, there were no material differences that merited further disaggregation as compared to the total revenue as reported in the accompanying consolidated statements of operations.  We defer and capitalize all costs associated with the installation of the CareView System into a healthcare facility until the CareView System is fully operational and accepted by the healthcare facility. Installation costs are specifically identifiable based on the amounts we are charged from third party installers or directly identifiable labor hours incurred for each installation. Upon acceptance, the associated costs are expensed on a straight-line basis over the life of the contract with the healthcare facility. These costs are included in network operations on the accompanying consolidated statements of operations. The table below details the activity in these deferred installation costs during the three months ended March 31, 2020 and 2019, included in other assets in the accompanying condensed consolidated balance sheet.

	Three Months Ended March 31,
	2020			2019
Balance, beginning of period	$	81,188		$	134,686
Additions		8,128			16,589
Transfer to expense		(33,413	)		(23,038	)
Balance, end of period	$	55,903		$	128,237

From time to time, we enter into contracts with healthcare facilities wherein full payment of the contractual obligation is paid in advance (“PIA Contracts”).  The transaction is recorded as a contract liability in and is included in other current liabilities in the accompanying condensed consolidated financial statements, with revenue recorded and the contract liability reduced as services are provided under the contract.  The table below details this activity during the three months ended March 31, 2020 and 2019.

	Three Months Ended March 31,
	2020			2019
Balance, beginning of period	$	255,398		$	58,559
Additions		165,212			—
Transfer to revenue		(107,918	)		(26,361	)
Balance, end of period	$	312,692		$	32,198

As of March 31, 2020, future transfers to revenue are as follows:

Years Ending December 31,	Amount
2020	$	173,887
2021		97,772
2022		41,033
	$	312,692

Based on our contracts, we invoice customers once our performance obligations have been satisfied, at which point payment is unconditional.  Accordingly, except in the case of PIA Contracts as detailed above, our contracts do not give rise to contract assets or liabilities under ASC 606.  Accounts receivable are recorded when the right to consideration becomes unconditional and are reported accordingly on our consolidated financial statements.

ASC Topic 842, Leases

We adopted ASC Topic 842, Leases under the modified retrospective transition method for all long-term operating leases as of January 1, 2019 . See NOTE 13 for further details.

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 174,000,000 and 149,000,000 at March 31, 2020 and 2019, respectively, have been excluded from the diluted earnings per share calculation as they are anti-dilutive due to our reported net loss.

Recently Issued and Newly Adopted Accounting Pronouncements

There have been no material changes to our significant accounting policies as summarized in NOTE 2of our Annual Report on Form 10-K for the year ended December 31, 2019.  We do not expect that the adoption of any recent accounting pronouncements will have a material impact on our accompanying condensed consolidated financial statements.

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CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Notes payable, current debt costs	$ 0	$ 0
Debt discount and debt issuance costs	4,861,583	5,774,915
Senior secured convertible notes, debt discount and debt costs	$ 4,180,020	$ 4,320,038
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	139,380,748	139,380,748
Common stock, outstanding	139,380,748	139,380,748

XML

PROPERTY AND EQUIPMENT (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 13,164,338	$ 13,151,936
Less: accumulated depreciation	(11,336,502)	(11,173,916)
Property and equipment, net	1,827,836	1,978,020
Network Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	12,429,762	12,424,248
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	214,496	207,608
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	217,004	217,004
Test Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	197,090	197,090
Furniture [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	91,341	91,341
Warehouse Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	9,524	9,524
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 5,121	$ 5,121

XML

LEASE (Details Narrative)			3 Months Ended
	Mar. 04, 2020	Sep. 08, 2009 ft²	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	Jan. 02, 2019
Accounting Policies [Abstract]
Remaining lease term			5 years 5 months 1 day		18 months
Area of lease | ft²		10,578
Expiration of lease	Aug. 31, 2015	Jun. 30, 2015
Lease renewal term	5 years
Rent expense | $			$ 78,369	$ 65,697
Discount rate			14.80%

XML

AGREEMENT WITH PDL BIOPHARMA, INC. (Details Narrative) - USD ($)										1 Months Ended		3 Months Ended		10 Months Ended
	Apr. 30, 2020	Feb. 06, 2020	May 15, 2019	Apr. 29, 2019	Mar. 29, 2019	Feb. 28, 2019	Jan. 31, 2019	Dec. 28, 2017	Jun. 26, 2015	Feb. 28, 2018	Jan. 31, 2018	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2018	May 13, 2019	Apr. 09, 2019
Interest Expense												$ 2,549,014	$ 2,516,638
PDL Modification Agreement [Member]
Reduction in monthly operating expenses										$ 148,000	$ 113,000			$ 167,000
Interest Expense												775,000	$ 807,556
PDL Credit Agreement - Tranche One Debt [Member]
Amount available under credit agreement									$ 20,000,000
Interest rate															13.50%
Tranche One Term Note [Member]
Principal payments								$ 1,666,667
PDL Credit Agreement [Member]
Amount available under credit agreement									40,000,000
Interest only quarterly payments									675,000
PDL Credit Agreement [Member] | Purchase Agreement Warrants [Member]
Deferred issuance costs									$ 1,257,778
Deferred financing costs								$ 44,445
Fifth PDL Credit Agreement Amendment [Member]
Interest rate			15.50%
Fifth PDL Credit Agreement Amendment [Member] | Tranche One Term Note [Member]
Warrant exercise price (in dollars per share)			$ 0.03
Interest rate			15.50%
Maturity date			Oct. 07, 2020
Note amount			$ 200,000
Issuance of warrants			250,000
Fifth PDL Credit Agreement Amendment [Member] | Tranche One Loan Term Note [Member]
Interest rate			13.50%
Fifth PDL Credit Agreement Amendment [Member] | Tranche Three Loans Term Note [Member] | Dr. Higgins [Member]
Note amount			$ 50,000
Fifth PDL Credit Agreement Amendment [Member] | Tranche Three Loans Term Note [Member] | Mr. Johnson [Member]
Note amount			150,000
Tenth Amendment PDL Modification Agreement [Member] | February 23, 2018 [Member]
Net cash proceeds for issuance capital stock or debt							$ 2,050,000
Eleventh Amendment PDL Modification Agreement [Member] | July 13, 2018 [Member]
Net cash proceeds for issuance capital stock or debt						$ 750,000
Twelfth Amendment PDL Modification Agreement [Member] | May 15, 2019 [Member]
Net cash proceeds for issuance capital stock or debt					$ 750,000
Fourteenth PDL Modification Agreement [Member] | Upper Range [Member]
Minimum cash balance required under existing loan documents			750,000
Fourteenth PDL Modification Agreement [Member] | Lower Range [Member]
Minimum cash balance required under existing loan documents			0
Fourteenth Amendment To The PDL Modification Agreement [Member]
Net cash proceeds for issuance capital stock or debt			750,000
Note amount																$ 20,000,000
Fourteenth Amendment To The PDL Modification Agreement [Member] | On or prior to Feb. 28, 2019 [Member]
Net cash proceeds for issuance capital stock or debt			750,000
Fourteenth Amendment To The PDL Modification Agreement [Member] | On or prior to May 15, 2019 [Member]
Net cash proceeds for issuance capital stock or debt			3,300,000
Fourteenth Amendment To The PDL Modification Agreement [Member] | On or prior to July 13, 2018 [Member]
Net cash proceeds for issuance capital stock or debt			1,000,000
Fourteenth Amendment To The PDL Modification Agreement [Member] | On or prior to February 23, 2018 [Member]
Net cash proceeds for issuance capital stock or debt			$ 2,050,000
Fourteenth Amendment To The PDL Modification Agreement [Member] | On or prior to February 11, 2020 [Member] | Subsequent Event [Member]
Net cash proceeds for issuance capital stock or debt	$ 600,000
Thirteen Amendment PDL Modification Agreement [Member] | May 15, 2019 [Member]
Net cash proceeds for issuance capital stock or debt				$ 3,550,000
Sixth PDL Credit Agreement Amendment [Member] | Tranche One Term Note [Member]
Interest rate		15.50%
Principal payments		$ 500,000
Sixth PDL Credit Agreement Amendment [Member] | Tranche Three Lenders Term Note [Member] | Warrants [Member]
Interest Expense												$ 8,687
Sixth PDL Credit Agreement Amendment [Member] | Additional Tranche Three Term Notes [Member]
Interest rate		15.50%
Maturity date		Oct. 07, 2020
Note amount		$ 500,000
Sixth PDL Credit Agreement Amendment [Member] | Additional Tranche Three Term Notes [Member] | Dr. Higgins [Member]
Warrant exercise price (in dollars per share)		$ 0.01
Note amount		$ 250,000
Sixth PDL Credit Agreement Amendment [Member] | Additional Tranche Three Term Notes [Member] | Mr. Johnson [Member]
Note amount		$ 250,000
Sixth PDL Credit Agreement Amendment [Member] | Additional Tranche Three Loan Warrant [Member] | Dr. Higgins [Member]
Maturity date		Feb. 06, 2030
Issuance of warrants		1,000,000

XML

COMMITMENTS AND CONTINGENCIES (Details Narrative)	Mar. 04, 2020	Sep. 08, 2009
Commitments and Contingencies Disclosure [Abstract]
Expiration of lease	Aug. 31, 2015	Jun. 30, 2015

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OTHER ASSETS (Tables)

3 Months Ended

Mar. 31, 2020

Other Assets:

Schedule of intangible assets

Intangible assets consist of the following:

	March 31, 2020
	Cost		Accumulated Amortization		Net
Patents and trademarks	$	1,121,343	$	256,392	$	864,951
Other intangible assets		83,746		45,573		38,173
TOTAL INTANGIBLE ASSETS	$	1,205,089	$	301,965	$	903,124

	December 31, 2019
	Cost		Accumulated Amortization		Net
Patents and trademarks	$	1,070,871	$	243,702	$	827,169
Other intangible assets		63,509		59,996		3,513
TOTAL INTANGIBLE ASSETS	$	1,134,380	$	303,698	$	830,682

Schedule of other assets

Other assets consist of the following: 

	March 31, 2020
	Cost		Accumulated Amortization		Net
Deferred installation costs	$	1,274,398	$	1,218,495	$	55,903
Prepaid license fee		249,999		140,710		109,289
Security deposit		46,124		—		46,124
TOTAL OTHER ASSETS	$	1,570,521	$	1,359,205	$	211,316

Other assets consist of the following: 

	December 31, 2019
	Cost		Accumulated Amortization		Net
Deferred installation costs	$	1,288,156	$	1,206,968	$	81,188
Prepaid license fee		249,999		136,611		113,388
Security deposit		46,124		—		46,124
TOTAL OTHER ASSETS	$	1,584,279	$	1,343,579	$	240,700

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BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Tables)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Schedule of deferred installation costs

The table below details the activity in these deferred installation costs during the three months ended March 31, 2020 and 2019, included in other assets in the accompanying condensed consolidated balance sheet.

	Three Months Ended March 31,
	2020			2019
Balance, beginning of period	$	81,188		$	134,686
Additions		8,128			16,589
Transfer to expense		(33,413	)		(23,038	)
Balance, end of period	$	55,903		$	128,237

Schedule of contract liabilities

The table below details this activity during the three months ended March 31, 2020 and 2019.

	Three Months Ended March 31,
	2020			2019
Balance, beginning of period	$	255,398		$	58,559
Additions		165,212			—
Transfer to revenue		(107,918	)		(26,361	)
Balance, end of period	$	312,692		$	32,198

Schedule of future transfers to revenue

As of March 31, 2020, future transfers to revenue are as follows: 

Years Ending December 31,	Amount
2020	$	173,887
2021		97,772
2022		41,033
	$	312,692

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INCOME TAXES (Details Narrative)	3 Months Ended
	Mar. 31, 2020
Operating Loss Carryforwards [Line Items]
Current statutory federal tax rate (in percent)	21.00%
Previous statutory federal tax rate (in percent)	35.00%
Federal [Member]
Operating Loss Carryforwards [Line Items]
Percentage of net operating tax loss carry-forward	80.00%

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JOINT VENTURE AGREEMENT (Details Narrative) - Joint Venture - Rockwell [Member] - USD ($)	Feb. 02, 2018	Jan. 31, 2017	Dec. 31, 2015
Total cost to acquire remaining interest in joint venture		$ 1,213,786
Promissory note issued to acquire interest in joint venture		1,113,786
Balloon payment to be paid		13,786
Warrant [Member]
Warrants issued for financing costs, warrants			1,151,206
Fair value of warrants issued to Rockwell for providing funding			$ 1,124,728
Fair value adjustment of warrants		$ 11,512
Rockwell Note Amendment [Member] | Rockwell Note [Member]
Issuance date	Jan. 31, 2017
Deferral of debt	$ 50,000
Balloon payment to be paid	100,000
Quarterly principal payments	100,000
PDL Modification Agreement [Member]
Increase fair value of warrant	$ 13,814
PDL Modification Agreement [Member] | Lower Range [Member]
Exercise price of warrants	$ 0.05
PDL Modification Agreement [Member] | Upper Range [Member]
Exercise price of warrants	$ 0.52

XML

OTHER CURRENT LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2020

Payables and Accruals [Abstract]

Schedule of other current liabilities

Other current liabilities consist of the following:

	March 31, 2020		December 31, 2019
Accrued interest	$	4,550,525	$	3,751,061
Deferred revenue		312,692		255,398
Allowance for system removal		145,650		152,800
Deferred commission		139,041		139,041
Accrued paid time off		53,049		112,176
Accrued taxes		53,637		29,309
Other accrued liabilities		21,709		24,199
Accrued rent expense		10,506		22,161
Insurance premium financing		—		19,360
TOTAL OTHER CURRENT LIABILITIES	$	5,286,809	$	4,505,505

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STOCKHOLDERS' EQUITY (Tables)

3 Months Ended

Mar. 31, 2020

Stockholders' Equity Note [Abstract]

Schedule of stock option activity

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

	Number of Shares Under Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Balance at December 31, 2019		20,524,792		$	0.25		6.3	$	—
Granted		100,000
Expired		(13,335	)
Canceled		(263,333	)
Balance at March 31, 2020		20,348,124		$	0.24		6.1	$	—
Vested and Exercisable at March 31, 2020		17,824,456		$	0.27		5.9	$	—

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AGREEMENT WITH PDL BIOPHARMA, INC.

3 Months Ended

Mar. 31, 2020

Agreement With Pdl Biopharma Inc.

AGREEMENT WITH PDL BIOPHARMA, INC.

NOTE 9 – AGREEMENT WITH PDL BIOPHARMA, INC.

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

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

On December 28, 2017, the Company and PDL Investment Holdings, LLC (as assignee of PDL) (“PDL Investment”) entered into a Binding Forbearance Term Sheet (the “Forbearance Term Sheet”) in order to modify certain provisions of the PDL Credit Agreement to prevent any Events of Default from occurring on December 31, 2017. This Forbearance Term Sheet was the governing document until February 2, 2018, at which time, the Company and PDL Investment entered into a Modification Agreement (the “PDL Modification Agreement”), effective December 28, 2017, with respect to the PDL Credit Agreement which reiterated the terms included in the Forbearance Term Sheet and effective February 2, 2018, entered into certain consents and amendments with respect to other existing agreements. In accordance with GAAP, we accounted for this transaction as a debt modification, wherein consideration given to PDL was recorded as deferred closing costs and all third-party payments were considered an expense and recorded as such on the accompanying condensed consolidated financial statements. Details of the PDL Modification Agreement, as amended, are included in our Form 10-K filed with the SEC on March 29, 2019.

Pursuant to the terms of the PDL Modification Agreement, as amended, the first principal payment on the Tranche One Loan due on December 31, 2017 in the amount of $1,666,667, and similar principal payments due on March 31, 2018, June 30, 2018, September 30, 2018, December 31, 2018, March 31, 2019, June 30, 2019, September 30, 2019, and December 31, 2019 have been delayed and are included in the payment due on January 17, 2020 (see Seventeenth Amendment to the PDL Modification Agreement below for additional details).

In accordance with the PDL Credit Agreement, as amended, quarterly interest only payments of $675,000 for each of the first 12 interest payment dates (December 31, 2015 through September 30, 2018) were made timely. Pursuant to the terms of the PDL Modification Agreement, as amended, quarterly interest payments due on December 31, 2018, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019 and March 31,2020 have been delayed and are also included in the payment due on April 30, 2020 (see Nineteenth Amendment to the PDL Modification Agreement below for additional details).

The obligations under the PDL Credit Agreement, as modified, are secured by a pledge of substantially all of the assets of the Company and certain of its domestic subsidiaries. We executed a Subordination and Intercreditor Agreement (the “Subordination and Intercreditor Agreement”), with the Lender, HealthCor, the 2015 Investors, the February 2018 Investors, the July 2018 Investors, the 2019 Investor and the February 2020 Investor (as defined in NOTE 10) pursuant to which we granted first-priority liens on our pledged assets to the Lender and second-priority liens on  such pledged assets to HealthCor, the 2015 Investors, the February 2018 Investors, the July 2018 Investors, the 2019 Investor and the February 2020 Investor.

The PDL Credit Agreement, as modified, contains customary affirmative covenants for transactions of this type and other affirmative covenants agreed to by the Company and the Lender, including, among others, the provision of annual and quarterly reports, maintenance of property, insurance, compliance with laws and contractual obligations and payment of taxes. The PDL Credit Agreement, as modified, contains customary negative covenants for transactions of this type and other negative covenants agreed to by the Company and the Lender, including, among others, restrictions on the incurrence of indebtedness, the granting of liens, making restricted payments and investments, entering into affiliate transactions and transferring assets. The PDL Credit Agreement, as modified, calls for a reduction of our operating expenses compared to such expense incurred in October 2017 by at least (i) $113,000 for January 2018, (ii) $148,000 for February 2018 and (iii) $167,000 for each other month for the duration of the Modification Period (see Seventeenth Amendment to the PDL Modification Agreement below for additional details). We are in compliance with this covenant as of the date of this filing. The PDL Credit Agreement, as modified, also provides for a number of customary events of default, including payment, bankruptcy, covenant, representation and warranty and judgment defaults.

In addition, contemporaneously with the execution of the PDL Credit Agreement the Company and the Lender executed (i) a Registration Rights Agreement (as amended in the PDL Modification Agreement as discussed above) pursuant to which we agreed to provide the Lender with certain registration rights with respect to the shares of Common Stock issuable upon exercise of the PDL Warrant, (ii) a Guarantee and Collateral Agreement pursuant to which certain of our subsidiaries guaranteed the performance of our obligations under the PDL Credit Agreement, as modified, and granted the Lender a security interest in such subsidiaries’ tangible and intangible assets securing our performance of the same, and (iii) a Patent Security Agreement and a Trademark Security Agreement pursuant to which we granted the Lender a security interest in a certain subsidiary’s tangible and intangible assets securing the performance of our obligations under the PDL Credit Agreement, as modified.

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, March 31, 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 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to February 23, 2018 and (b) an additional (i) $750,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to July 13, 2018 and (ii) $750,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to May 15, 2019 (rather than January 31, February 28, March 31, and April 30, respectively) (resulting in aggregate net cash proceeds of at least $3,550,000); and (C) the Company’s quarterly interest payments that would otherwise have been due to Lender on December 31, 2018 and March 31, 2019 would be deferred until May 15, 2019 (the end of the extended Modification Period) and that such deferral would be a Covered Event.

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 to PDL Investments (the “Amended Tranche One Loan”), pursuant to which the parties agreed, among other things, to amend the note from registered to unregistered form.

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, from the Tranche Three Lenders, with a maturity date of October 7, 2020 and bearing interest at the rate of 15.5% per annum, payable quarterly in arrears (subject to the terms of the PDL Modification Agreement, as amended) (the “Tranche Three Loan”); (ii) increase the interest rate for outstanding borrowings under the Amended Tranche One Loan from 13.5% per annum to 15.5% per annum, payable quarterly in arrears (subject to the terms of the PDL Modification Agreement, as amended), effective May 15, 2019,; and (iii) provide for the issuance of the Twelfth Amendment Note, pursuant to the terms of the Twelfth Amendment to the HealthCor Agreement (see NOTE 10 for details). Under the accounting standards, we determined that the restructuring of the Tranche One Loan resulted in a troubled debt restructuring. As the future cash flows were greater than the carrying amount of the debt at the date of the amendment, we accounted for the change prospectively using the new effective interest rate.  Also on May 15, 2019, upon the execution of the Fifth PDL Credit Agreement Amendment, (i) the Company sold and issued the Tranche Three Lenders term notes in the aggregate principal amount of $200,000, payable in accordance with the terms of the PDL Credit Agreement (the “Tranche Three Loans”), $150,000 from Mr. Johnson and $50,000 from Dr. Higgins, and (ii) the Company issued a warrant for the purchase of 250,000 shares of Common Stock, with an exercise price per share equal to $0.03 (subject to adjustment as described therein) and an expiration date of May 15, 2029 (the “Tranche Three Loan Warrant”), to Dr. Higgins in connection with his Tranche Three Loan. Mr. Johnson declined to be issued a Tranche Three Loan Warrant.

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 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to February 23, 2018 and (b) an additional (i) $1,000,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to July 13, 2018 and (ii) $250,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to May 15, 2019 (resulting in aggregate net cash proceeds of at least $3,300,000); (C) the Liquidity required during the Modification Period would be lowered to $0 from $750,000; and (D) the Company’s interest payments that would otherwise be due to Lender on December 31, 2018, March 31, 2019 and June 30, 2019 would be deferred until September 30, 2019 (the end of the extended Modification Period) and that such deferrals would be a Covered Event.

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, March 31, 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, March 31, 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, March 31, 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, March 31, 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 in cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt subordinated to the Tranche One Loan (as defined in the Credit Agreement) pursuant to the terms of the Intercreditor Agreement (as defined in the Credit Agreement) on or prior to February 11, 2020) or (ii) February 11, 2020 (if Borrower has not obtained such cash proceeds by such date) (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, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, and March 31, 2020 would be deferred until the end of the extended Modification Period (but with respect to the March 31, 2020 interest payment, such payment would be deferred only in the event that the end of the extended Modification Period is April 30, 2020 rather than February 11, 2020; otherwise the Borrower will make the interest payment due under the Credit Agreement on March 31, 2020), and that such deferrals would be a Covered Event.

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, from the Tranche Three Lenders (the “Additional Tranche Three Loan”), with a maturity date of October 7, 2020 (the fifth anniversary of the funding date of the Tranche One Loan (as defined in the Credit Agreement)), with outstanding borrowings bearing interest at the rate of 15.5% per annum, payable quarterly in arrears (subject to the terms of the Modification Agreement, as amended), and with payment of the Additional Tranche Three Loan and any other Obligations (as defined in the Credit Agreement) incurred in connection with the Additional Tranche Three Loan subordinated and subject in right and time of payment to the Payment in Full (as defined in the Credit Agreement) of the Tranche One Loan and any other Obligations incurred in connection with the Tranche One Loan, to the extent and in the manner set forth in the Credit Agreement; and (ii) provide for the issuance of the Thirteenth Amendment Supplemental Closing Note.

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, payable in accordance with the terms of the Credit Agreement (the “Additional Tranche Three Term Notes”), $250,000 from Mr. Johnson and $250,000 from Dr. Higgins, and (ii) the Company  issued a warrant for the purchase of 1,000,000 shares of Common Stock, with an exercise price per share equal to $0.01 (subject to adjustment as described therein) and expiration date of February 6, 2030 (the “Additional Tranche Three Loan Warrant”), to Dr. Higgins in connection with his Additional Tranche Three Loan. Mr. Johnson declined to be issued an Additional Tranche Three Loan Warrant. Mr. Johnson is our Chief Executive Officer, President, Secretary and Treasurer and is one of our directors. Dr. Higgins is one of our directors.

The Company has evaluated the Eighteenth and Nineteenth 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.

Accounting Treatment

In connection with the PDL Credit Agreement, as amended, we issued the PDL Warrant to the Lender. The fair value of the PDL Warrant at issuance was $1,257,778, which has been recorded as deferred issuance costs in the accompanying condensed consolidated financial statements. The deferred debt issuance and closing costs associated with the PDL Credit Agreement, as amended, have been presented as contra debt in accordance with the accounting standards. In December 2017, in connection with the PDL Modification Agreement, as amended, the Amended PDL Warrant was again amended (the “Second Amendment to the PDL Warrant’) resulting in an increase in fair value of $44,445, which was recorded as additional deferred debt issuance costs in the accompanying consolidated financial statements. As of March 31, 2020, the Amended PDL Warrant has not been exercised.

During the year ended December 31, 2019, the Company and Lender entered into eight 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.  Under debt modification/troubled debt guidance, we determined that the first of the eight amendments qualified for modification accounting, while the final seven qualified for troubled debt restructuring accounting.  The Eighteenth and Nineteenth Amendments entered into during the three months ended March 31, 2020 (as detailed above) also qualified for troubled debt restructuring accounting.  As appropriate, we expensed the debt issuance costs paid to third parties as a deferred debt issuance costs and accounted for the change in the effective interest rate prospectively. For the three months ended March 31, 2020 and 2019, pursuant to the terms of the PDL Modification Agreement, as amended, $775,000 and $807,556, respectively was recorded as interest expense in the accompanying condensed consolidated financial statements.

The Tranche Three Warrant issued with the Fifth PDL Credit Agreement Amendment did not contain features requiring liability accounting and were recorded at fair value on the date of issuance with the offsetting credit recorded in equity. The Tranche Three Warrant issued with the Sixth PDL Credit Agreement Amendment was valued at $8,687 and was recorded as interest expense at March 31, 2020.

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PROPERTY AND EQUIPMENT

3 Months Ended

Mar. 31, 2020

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 5 – PROPERTY AND EQUIPMENT 

Property and equipment consist of the following: 

	March 31, 2020			December 31, 2019
Network equipment	$	12,429,762		$	12,424,248
Office equipment		214,496			207,608
Vehicles		217,004			217,004
Test equipment		197,090			197,090
Furniture		91,341			91,341
Warehouse equipment		9,524			9,524
Leasehold improvements		5,121			5,121
		13,164,338			13,151,936
Less: accumulated depreciation		(11,336,502	)		(11,173,916	)
TOTAL PROPERTY AND EQUIPMENT	$	1,827,836		$	1,978,020

Depreciation expense for the three months ended March 31, 2020 and 2019 was $162,586 and $171,928, respectively.

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LEASE

3 Months Ended

Mar. 31, 2020

Leases [Abstract]

LEASE

NOTE 13 – LEASE

Under ASC Topic 842, Leases ("ASC 842"), operating lease expense is generally recognized evenly over the term of the lease. On January 1, 2019, the Company had an operating lease primarily consisting of office space with a remaining lease term of 18 months.  We adopted ASC 842 under the modified retrospective transition method for all long-term operating leases as of January 1, 2019 .  The cumulative impact of the adoption of ASC 842 to the condensed consolidated balance sheet as of January 1, 2019 was as follows:

Operating Lease Asset	$	236,959
Operating Lease Liability-ST	$	166,955
Operating Lease Liability-LT	$	83,477

The adoption of ASC 842 did not result in an adjustment to retained earnings.  The adoption of ASC 842 represents a change in accounting principle.

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

The Company has reassessed the discount rate at the remeasurement date at 14.8%, and the Company has remeasured its operating lease asset and lease liability on its balance sheet using the discount rate that applies as of the date of the reassessment event to remeasure its operating lease asset and lease liability. The reassessment is based on the remaining lease term (5.42 years) and lease payments. The Company has further concluded that the Lease Extension has no effects on the classification of the Lease.  Rent expense for the three months ended March 31, 2020 and 2019 was $78,369 and $65,697, respectively. 

Lease Position as of March 31,2020

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

	As of March 31, 2020
Assets
Operating lease asset	$	729,769
Total lease asset	$	729,769
Liabilities
Current liabilities:
Operating lease liability	$	137,712
Long-term liabilities:
Operating lease liability, net of current portion		606,736
Total lease liability	$	744,448

Undiscounted Cash Flows

Future lease payments included in the measurement of operating lease liability on the condensed consolidated balance sheet as of March 31, 2020, for the following five fiscal years and thereafter is as follows:

Year ending December 31, 2020	Operating Leases
Remaining 2020	$	114,345
2021		202,310
2022		208,379
2023		214,631
2024		221,069
2025 and thereafter		150,679
Total minimum lease payments		1,111,413
Less effects of discounting		(366,965	)
Present value of future minimum lease payments	$	744,448

Cash Flows

The table below presents certain information related to the cash flows for the Company’s operating lease for the three months ended March 31, 2020:

	Three Months Ended March 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	37,573

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BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Details Narrative) - USD ($)		3 Months Ended
	Apr. 10, 2020	Mar. 31, 2020	Mar. 31, 2019
Anti-dilutive common share equivalents excluded from EPS calculation		174,000,000	149,000,000
Subsequent Event [Member] | Payroll Protection Program [Member]
Proceeds from Paycheck Protection Program	$ 781,800

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITES
Net loss	$ (2,944,413)	$ (3,075,763)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation	162,586	171,928
Amortization of debt discount and debt costs	1,062,037	1,055,264
Amortization of deferred installation costs	11,527	23,038
Amortization of deferred debt issuance and debt financing costs		116,438
Amortization of intangible assets	14,429	12,718
Amortization of operating lease	46,832	35,364
Interest incurred and paid in kind	686,927	647,389
Stock based compensation related to options granted	17,342	54,612
Loss on disposal of intangible assets	2,754
Write off of deferred installation costs	21,886
Changes in operating assets and liabilities:
Accounts receivable	100,341	1,409
Other current assets	46,849	65,345
Other assets	4,098	4,098
Accounts payable	(97,182)	(219,545)
Other current liabilities	743,732	569,242
Net cash flows used in operating activities	(120,255)	(538,463)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment	(12,402)	(16,337)
Payment for deferred installation costs	(8,128)	(16,589)
Patent, trademark and other intangible asset costs	(89,626)	(25,737)
Net cash flows used in investing activities	(110,156)	(58,663)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from senior secured convertible promissory notes	100,000
Proceeds from promissory notes	500,000
Repayment of notes payable	(50,000)	(50,000)
Net cash flows provided by (used in) financing activities	550,000	(50,000)
Decrease in cash	319,589	(647,126)
Cash, cash equivalents and restricted cash, beginning of period	269,741	1,950,725
Cash, cash equivalents and restricted cash, end of period	589,330	1,303,599
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest
Cash paid for income taxes
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES:
Remeasurement of operating lease	$ 690,658
Beneficial conversion features for senior secured convertible notes		$ 6,391

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CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Current Assets:
Cash and cash equivalents	$ 589,330	$ 269,741
Accounts receivable	1,565,997	1,666,338
Other current assets	173,615	220,464
Total current assets	2,328,942	2,156,543
Property and equipment, net	1,827,836	1,978,020
Other Assets:
Intangible assets, net	903,124	830,682
Operating lease asset	729,769	85,942
Other assets, net	211,316	240,700
Total other assets	1,844,209	1,157,324
Total assets	6,000,987	5,291,887
Current Liabilities:
Accounts payable	342,670	439,851
Notes payable, current portion net of debt costs of $0 and $0, respectively	21,013,786	20,563,786
Operating lease liability	137,712	91,363
Other current liabilities	5,286,809	4,505,505
Total current liabilities	26,780,977	25,600,505
Long-term Liabilities:
Senior secured notes, net of debt discount and debt costs of $4,861,583 and $5,774,915, respectively	51,748,551	50,835,220
Senior secured convertible notes, net of debt discount and debt costs of $4,180,020 and $4,320,038, respectively	21,526,420	20,599,475
Operating lease liability	606,736
Total long-term liabilities	73,881,707	71,434,695
Total liabilities	100,662,684	97,035,200
Commitments and Contingencies (Note 12)
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; 139,380,748 issued and outstanding	139,381	139,381
Additional paid in capital	84,270,372	84,244,343
Accumulated deficit	(179,071,450)	(176,127,037)
Total stockholders' deficit	(94,661,697)	(91,743,313)
Total liabilities and stockholders' deficit	$ 6,000,987	$ 5,291,887

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OTHER CURRENT ASSETS (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expenses	$ 108,964	$ 102,215
Other prepaid expenses	59,757	109,185
Other current assets	4,894	9,064
TOTAL OTHER CURRENT ASSETS	$ 173,615	$ 220,464

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SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - Payroll Protection Program [Member] - PPP Loan [Member]	Apr. 10, 2020 USD ($)
Loan amount	$ 782,000
Maturity date	Apr. 10, 2022
Interest rate	1.00%
Individual employee annual compensation maximum for payroll costs under loan	$ 100,000
Maximum percentage of forgiven amounts for nonpayroll costs under loan	25.00%
Individual employee maximum salary reduced by specified percentage for reduction of loan forgiveness	$ 100,000
Individual employee salary reduction specified percentage for reduction of loan forgiveness	25.00%

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OTHER ASSETS (Details 1) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Cost	$ 1,570,521	$ 1,584,279
Accumulated Amortization	1,359,205	1,343,579
Net	211,316	240,700
Deferred Installation Costs [Member]
Cost	1,274,398	1,288,156
Accumulated Amortization	1,218,495	1,206,968
Net	55,903	81,188
Prepaid License Fee [Member]
Cost	249,999	249,999
Accumulated Amortization	140,710	136,611
Net	109,289	113,388
Security Deposit [Member]
Cost	46,124	46,124
Net	$ 46,124	$ 46,124

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AGREEMENT WITH HEALTHCOR (Details Narrative) - USD ($)	Jul. 13, 2018	Feb. 23, 2018	Sep. 30, 2015	Dec. 04, 2014	Jan. 31, 2012	Apr. 21, 2011
HealthCor Tenth Amendment to Purchase Agreement [Member]
Note amount	$ 1,000,000
Debt Maturity Date	Jul. 12, 2028
Debt conversion price	$ 0.05
HealthCor Eighth Amendment Purchase Agreement [Member]
Note amount		$ 2,050,000
Debt Maturity Date		Feb. 22, 2028
Issuance of warrants		512,500
Exercise price of warrants		$ 0.05
Debt conversion price		$ 0.05
HealthCor Ninth Amendment Purchase Agreement [Member]
Debt Maturity Date			Mar. 31, 2025
Issuance of warrants			1,000,000
Exercise price of warrants			$ 0.53
HealthCor Fifth Amendment Purchase Agreement [Member]
Note amount				$ 6,000,000
Debt Maturity Date				Feb. 16, 2025
Issuance of warrants				3,692,308
Exercise price of warrants				$ 0.52
Debt conversion price				$ 0.52
HealthCor Second Amendment Purchase Agreement [Member] | 2012 Senior Secured Convertible Note#1 [Member]
Note amount					$ 2,329,000
Debt Maturity Date					Jan. 30, 2022
HealthCor Second Amendment Purchase Agreement [Member] | 2012 Senior Secured Convertible Note#2 [Member]
Note amount					$ 2,671,000
Debt Maturity Date					Jan. 30, 2022
HealthCor Second Amendment Purchase Agreement [Member] | 2012 Senior Secured Convertible Notes [Member]
Debt conversion price					$ 1.25
HealthCor Purchase Agreement [Member] | 2011 Senior Secured Convertible Note#2 [Member]
Note amount						$ 10,684,000
Debt Maturity Date						Apr. 20, 2021
Issuance of warrants						6,294,403
Exercise price of warrants						$ 1.40
HealthCor Purchase Agreement [Member] | 2011 Senior Secured Convertible Note#1 [Member]
Note amount						$ 9,316,000
Debt Maturity Date						Apr. 20, 2021
Issuance of warrants						5,488,456
Exercise price of warrants						$ 1.40
HealthCor Purchase Agreement [Member] | 2011 Senior Secured Convertible Notes [Member]
Increase in interest rate (per annum) should default occur						5.00%
HealthCor Purchase Agreement [Member] | 2011 Senior Secured Convertible Notes [Member] | First Five Year Note Period [Member]
Interest rate, provided no default						12.50%
HealthCor Purchase Agreement [Member] | 2011 Senior Secured Convertible Notes [Member] | Second Five Year Note Period [Member]
Interest rate, provided no default						10.00%

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LEASE (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019	Jan. 02, 2019
Operating Lease Asset	$ 729,769	$ 85,942
Operating Lease Liability-ST	137,712	$ 91,363
Operating Lease Liability-LT	$ 606,736
ASU 2016-02 [Member]
Operating Lease Asset			$ 236,959
Operating Lease Liability-ST			166,955
Operating Lease Liability-LT			$ 83,477

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BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Accounting Policies [Abstract]
Deferred installation costs, beginning	$ 81,188	$ 134,686
Additions	8,128	16,589
Transfer to expense	(33,413)	(23,038)
Deferred installation costs, ending	$ 55,903	$ 128,237

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PROPERTY AND EQUIPMENT (Tables)

3 Months Ended

Mar. 31, 2020

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

Property and equipment consist of the following: 

	March 31, 2020			December 31, 2019
Network equipment	$	12,429,762		$	12,424,248
Office equipment		214,496			207,608
Vehicles		217,004			217,004
Test equipment		197,090			197,090
Furniture		91,341			91,341
Warehouse equipment		9,524			9,524
Leasehold improvements		5,121			5,121
		13,164,338			13,151,936
Less: accumulated depreciation		(11,336,502	)		(11,173,916	)
TOTAL PROPERTY AND EQUIPMENT	$	1,827,836		$	1,978,020

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BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Policies)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Interim Financial Statements

Interim Financial Statements 

The accompanying unaudited interim condensed consolidated financial statements of CareView Communications, Inc. (“CareView”, the “Company”, “we”, “us” or “our”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.  In the opinion of management, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission (the “SEC”).  The balance sheet at December 31, 2019 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.  The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period.  Actual results could differ from those estimates.  Results of operations for interim periods are not necessarily indicative of results for the full year.  The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the SEC on March 30, 2020. 

Revenue Recognition

Revenue Recognition 

We adopted Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”) on January 1, 2018 using the full retrospective transition method for recognizing revenue. The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of our services to our customers and will provide financial statement readers with enhanced disclosures. 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. Further, 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.

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.  We offer CareView’s services through a subscription-based contract with each healthcare facility for a standard term of three to five years and have determined we have one performance obligation for our services. We begin to bill monthly subscription fees to the healthcare facility upon official acceptance of the CareView System by the healthcare facility which is when the service is initiated. When services begin, the customer simultaneously receives the use and benefit of that service and we recognize the revenue over time based on the service completed to date as the amount invoiced each month. The contract requires the healthcare facility to pay us the subscription fee monthly. During the term of the contract, we provide continuous monitoring of the CareView System and are required to maintain and service all CareView System equipment. If the healthcare facility requires additional services, the contract is amended accordingly. The company evaluated the disaggregation criteria of ASC 606 and determine that based on the nature, amount, timing and uncertainty of our service revenues, there were no material differences that merited further disaggregation as compared to the total revenue as reported in the accompanying consolidated statements of operations.  We defer and capitalize all costs associated with the installation of the CareView System into a healthcare facility until the CareView System is fully operational and accepted by the healthcare facility. Installation costs are specifically identifiable based on the amounts we are charged from third party installers or directly identifiable labor hours incurred for each installation. Upon acceptance, the associated costs are expensed on a straight-line basis over the life of the contract with the healthcare facility. These costs are included in network operations on the accompanying consolidated statements of operations. The table below details the activity in these deferred installation costs during the three months ended March 31, 2020 and 2019, included in other assets in the accompanying condensed consolidated balance sheet.

	Three Months Ended March 31,
	2020			2019
Balance, beginning of period	$	81,188		$	134,686
Additions		8,128			16,589
Transfer to revenue		(33,413	)		(23,038	)
Balance, end of period	$	55,903		$	128,237

From time to time, we enter into contracts with healthcare facilities wherein full payment of the contractual obligation is paid in advance (“PIA Contracts”).  The transaction is recorded as a contract liability in and is included in other current liabilities in the accompanying condensed consolidated financial statements, with revenue recorded and the contract liability reduced as services are provided under the contract.  The table below details this activity during the three months ended March 31, 2020 and 2019.

	Three Months Ended March 31,
	2020			2019
Balance, beginning of period	$	255,398		$	58,559
Additions		165,212			—
Transfer to revenue		(107,918	)		(26,361	)
Balance, end of period	$	312,692		$	32,198

 As of March 31, 2020, future transfers to revenue are as follows: 

Years Ending December 31,	Amount
2020	$	173,887
2021		97,772
2022		41,033
	$	312,692

Based on our contracts, we invoice customers once our performance obligations have been satisfied, at which point payment is unconditional.  Accordingly, except in the case of PIA Contracts as detailed above, our contracts do not give rise to contract assets or liabilities under ASC 606.  Accounts receivable are recorded when the right to consideration becomes unconditional and are reported accordingly on our consolidated financial statements.

Accounting Standard Update 2016-02, Leases

ASC Topic 842, Leases

We adopted ASC Topic 842, Leases under the modified retrospective transition method for all long-term operating leases as of January 1, 2019 . See NOTE 13 for further details.

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 174,000,000 and 149,000,000 at March 31, 2020 and 2019, respectively, have been excluded from the diluted earnings per share calculation as they are anti-dilutive due to our reported net loss.

Recently Issued and Newly Adopted Accounting Pronouncements

Recently Issued and Newly Adopted Accounting Pronouncements

There have been no material changes to our significant accounting policies as summarized in NOTE 2of our Annual Report on Form 10-K for the year ended December 31, 2019.  We do not expect that the adoption of any recent accounting pronouncements will have a material impact on our accompanying condensed consolidated financial statements.

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BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Accounting Policies [Abstract]
Contract liabilities, beginning	$ 255,398	$ 58,559
Additions	165,212
Transfer to revenue	(107,918)	(26,361)
Contract liabilities, ending	$ 312,692	$ 32,198

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Revenues, net	$ 1,712,856	$ 1,473,291
Operating expenses:
Network operations	722,897	715,824
General and administration	712,773	748,825
Sales and marketing	122,084	70,123
Research and development	375,063	318,641
Depreciation and amortization	177,015	184,646
Total operating expense	2,109,832	2,038,059
Operating loss	(396,976)	(564,768)
Other income and (expense)
Interest expense	(2,549,014)	(2,516,638)
Interest income	137	417
Other income	1,440	5,226
Total other income (expense)	(2,547,437)	(2,510,995)
Loss before taxes	(2,944,413)	(3,075,763)
Provision for income taxes
Net loss	$ (2,944,413)	$ (3,075,763)
Net loss per share (in dollars per share)	$ (0.02)	$ (0.02)
Weighted average number of common shares outstanding, basic and diluted (in shares)	139,380,748	139,380,748

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STOCKHOLDERS' EQUITY (Details) - $ / shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Number Options
Stock Options Outstanding, Beginning	20,524,792
Granted	100,000
Expired	(13,335)	(920,000)
Canceled	(263,333)	(4,001)
Stock Options Outstanding, Ending	20,348,124
Stock Options, Vested and Exercisable	17,824,456
Weighted Average Exercise Price
Stock Options Outstanding, Beginning	$ 0.25
Stock Options Outstanding, Ending	0.24
Stock Options, Vested and Exercisable	$ 0.27
Weighted Average Remaining Contractual Life
Stock Options Outstanding, Beginning	6 years 3 months 18 days
Stock Options Outstanding, Ending	6 years 1 month 6 days
Stock Options, Vested and Exercisable	5 years 10 months 24 days

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GOING CONCERN, LIQUIDITY AND MANAGMENT'S PLAN

3 Months Ended

Mar. 31, 2020

Going Concern Liquidity And Managments Plan

GOING CONCERN, LIQUIDITY AND MANAGMENT'S PLAN

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

Our cash position at March 31, 2020 was approximately $589,000.

Accounting standards require management to evaluate our ability to continue as a going concern for a period of one year subsequent to the date of the filing of this Form 10-Q (“evaluation period”). As such, we have evaluated if cash and cash equivalents on hand and cash generated through operating activities would be sufficient to sustain projected operating activities through May 15, 2021. We anticipate that our current resources, along with cash generated from operations, will not be sufficient to meet our cash requirements throughout the evaluation period, including funding anticipated losses and scheduled debt maturities. We expect to seek additional funds from a combination of dilutive and/or nondilutive financings in the future. Because such transactions have not been finalized, receipt of additional funding is not considered probable under current accounting standards.  If we do not generate sufficient cash flows from operations and obtain sufficient funds when needed, we expect that we would scale back our operating plan by deferring or limiting some, or all, of our capital spending, reducing our spending on travel, and/or eliminating planned headcount additions, as well as other cost reductions to be determined. Because such contingency plans have not been finalized (the specifics would depend on the situation at the time), such actions also are not considered probable for purposes of current accounting standards. Because, under current accounting standards, neither future cash generated from operating activities, nor management’s contingency plans to mitigate the risk and extend cash resources through the evaluation period, are considered probable, substantial doubt is deemed to exist about the Company’s ability to continue as a going concern. As we continue to incur losses, our transition to profitability is dependent upon achieving a level of revenues adequate to support its cost structure. We may never achieve profitability, and unless and until doing so, we intend to fund future operations through additional dilutive or non-dilutive financings.  There can be no assurances, however, that additional funding will be available on terms acceptable to us, if at all.  Because, under current accounting standards, neither future cash generated from operating activities, nor management’s contingency plans to mitigate the risk and extend cash resources through the evaluation period, are considered probable, substantial doubt is deemed to exist about the Company’s ability to continue as a going concern through May 15, 2021. The financial information contained in these financial statements have been prepared on a basis that assumes that we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. This financial information and these financial statements do not include any adjustments that may result from the outcome of this uncertainty.

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PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 162,586	$ 171,928

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JOINT VENTURE AGREEMENT

3 Months Ended

Mar. 31, 2020

Equity Method Investments and Joint Ventures [Abstract]

JOINT VENTURE AGREEMENT

NOTE 11 – JOINT VENTURE AGREEMENT 

On November 16, 2009, we entered into a Master Investment Agreement (the “Rockwell Agreement”) with Rockwell Holdings I, LLC, a Wisconsin limited liability (“Rockwell”). Under the terms of the Rockwell Agreement, we used funds from Rockwell to fully implement the CareView System™ in Hillcrest Medical Center in Tulsa, Oklahoma (“Hillcrest”) and Saline Memorial Hospital in Benton, Arkansas (“Saline”) (the “Project Hospital(s)”). CareView-Hillcrest, LLC and CareView-Saline, LLC were created as the operating entities for the Project Hospitals under the Rockwell Agreement (the “Project LLC(s)”).

On January 31, 2017, under the terms of the Rockwell Agreement, wherein we have the option to purchase Rockwell’s interest in the Project LLCs, we exercised that right by entering into a Settlement and LLC Interest Purchase Agreement with Rockwell (the “Settlement Agreement). Pursuant to the terms of the Settlement Agreement, we paid Rockwell the aggregate amount of $1,213,786 by the issuance of a promissory note to Rockwell for $1,113,786 (the “Rockwell Note”) and a cash payment of $100,000. Pursuant to the terms of the Rockwell Note, we will make quarterly principal payments of $100,000, with each payment being made on the last day of each calendar quarter beginning with the first payment date of March 31, 2017 and continuing on the last business day of each subsequent calendar quarter through September 30, 2019. We were not in default of any conditions under the Settlement Agreement as of December 31, 2017. The final payment due on December 31, 2019 was to be a balloon payment of $13,786 representing the remaining principal balance plus all accrued and unpaid interest. As previously reported in our Current Report on Form 8-K filed with the SEC on February 5, 2018, on February 2, 2018 the Company entered into an amendment (the “Rockwell Note Amendment”) to the Company’s Promissory Note to Rockwell Holdings I, LLC (“Rockwell”) dated as of January 31, 2017 (the “Rockwell Note”), pursuant to which Rockwell agreed to defer $50,000 of each $100,000 quarterly payment due under the Rockwell Note from January 1, 2018 through the termination of the Modification Period, April 30, 2020.

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

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

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

As additional consideration to Rockwell for entering into the Rockwell Agreement, we granted Rockwell Warrants to purchase 1,151,206 shares of our Common Stock on the date of the Rockwell Agreement, and, using the Black-Scholes Model, valued the Warrants at $1,124,728 (the “Project Warrant”), which amount was fully amortized at December 31, 2015. Pursuant to the terms of the Settlement Agreement, the expiration date of the Project Warrant was extended from November 16, 2017 to November 16, 2022. All other provisions of the Project Warrant remained unchanged. At the time of the extension, the Project Warrant were revalued resulting in a $11,512 increase in fair value, which has been recorded as non-cash costs included in general and administration expense in the accompanying consolidated financial statements. Effective February 2, 2018, pursuant to the terms of the PDL Modification Agreement, we entered into an amendment to the Project Warrant wherein the Project Warrant’s exercise price was changed from $0.52 to $0.05, resulting in a $13,814 increase in fair value, this transaction was recorded as non-cash costs included in general and administration expense in the consolidated financial statements for the year ended December 31, 2018.

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OTHER CURRENT LIABILITIES

3 Months Ended

Mar. 31, 2020

Payables and Accruals [Abstract]

OTHER CURRENT LIABILITIES

NOTE 7 – OTHER CURRENT LIABILITIES

Other current liabilities consist of the following:

	March 31, 2020		December 31, 2019
Accrued interest	$	4,550,525	$	3,751,061
Deferred revenue		312,692		255,398
Allowance for system removal		145,650		152,800
Deferred commission		139,041		139,041
Accrued paid time off		53,049		112,176
Accrued taxes		53,637		29,309
Other accrued liabilities		21,709		24,199
Accrued rent expense		10,506		22,161
Insurance premium financing		—		19,360
TOTAL OTHER CURRENT LIABILITIES	$	5,286,809	$	4,505,505

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LEASE (Details 3)	3 Months Ended
	Mar. 31, 2020 USD ($)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$ 37,573

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STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2020

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

NOTE 3 – STOCKHOLDERS’ EQUITY 

On April 11, 2019, the Board of Directors of the Company approved an amendment (the “Charter Amendment”) to our Articles of Incorporation to increase the number of authorized shares of Common Stock, par value $0.001, from 300,000,000 shares to 500,000,000 shares. Subsequently, on May 14, 2019, the Charter Amendment was approved by written consent of the holders of 72,863,770 shares of our Common Stock, representing approximately 52% of our outstanding shares of Common Stock, in lieu of a special meeting. The Charter Amendment was filed with the Secretary of State of the State of Nevada on, and effective as of, June 26, 2019.  Also, on April 11, 2019, the Board of Directors approved an amendment to the Company’s Bylaws to amend Section 8, Action Without a Meeting, to replace the wording of that section in its entirety. 

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 to purchase Common Stock of the Company (“Warrants”).  The Black-Scholes Model is an acceptable model in accordance with the GAAP.  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.  Estimated volatility is a measure of the amount by which our stock price is expected to fluctuate each year during the expected life of the award.  Our estimated volatility is an average of the historical volatility of our stock prices (and that of peer entities whose stock prices were publicly available) over a period equal to the expected life of the awards.  Where appropriate we used the historical volatility of peer entities due to the lack of sufficient historical data of our stock price during 2007-2009. 

On February 6, 2020, we issued 1,000,000 ten-year Warrants (with a fair value of $9,000) at an exercise prices of $0.01 per share to a director (see NOTE 10 for further details).  During the three months ended March 31, 2019, no Warrants were issued.

Options to Purchase Common Stock of the Company

During the three months ended March 31, 2020, 100,000 Options to purchase our Common Stock (the “Option(s)”) were granted having a with a fair value of $800 and an exercise prices of $0.05 per share. During the three months ended March 31, 2019, no options to purchase our Common Stock (the ’’Option(s)’’) were granted.  During the three months ended March 31, 2020, Options totaling 13,335 expired and 263,333 Options were canceled.  During the three months ended March 31, 2019, Options totaling 920,000 Options expired, and 4,001 Options were canceled. 

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

	Number of Shares Under Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Balance at December 31, 2019		20,524,792		$	0.25		6.3	$	—
Granted		100,000
Expired		(13,335	)
Canceled		(263,333	)
Balance at March 31, 2020		20,348,124		$	0.24		6.1	$	—
Vested and Exercisable at March 31, 2020		17,824,456		$	0.27		5.9	$	—

Share-based compensation expense for Options charged to our operating results for the three months ended March 31, 2020 and 2019 ($17,342 and $54,613, respectively) is based on awards vested.  The estimate of forfeitures are to be recorded at the time of grant and revised in subsequent periods if actual forfeitures differ from the estimates.  We have not included an adjustment to our stock-based compensation expense based on the nominal amount of the historical forfeiture rate.  We do, however, revise our stock-based compensation expense based on actual forfeitures during each reporting period.

At March 31, 2020, total unrecognized estimated compensation expense related to non-vested Options granted prior to that date was approximately $51,069, which is expected to be recognized over a weighted-average period of 0.7 years.  No tax benefit was realized due to a continued pattern of operating losses.

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OTHER ASSETS (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Cost	$ 864,951	$ 827,169
Accumulated Amortization	38,173	3,513
Net	903,124	830,682
Patents and Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	1,121,343	1,070,871
Accumulated Amortization	83,746	63,509
Net	1,205,089	1,134,380
Other Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	256,392	243,702
Accumulated Amortization	45,573	59,996
Net	$ 301,965	$ 303,698

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BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Details 2) - USD ($)	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019	Dec. 31, 2018
Total	$ 312,692	$ 255,398	$ 32,198	$ 58,559
2020 [Member]
Total	173,887
2021 [Member]
Total	97,772
2022 [Member]
Total	$ 41,033

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance, beginning at Dec. 31, 2018	$ 139,381	$ 84,027,883	$ (161,986,591)	$ (77,819,327)
Balance, beginning (in shares) at Dec. 31, 2018	139,380,748
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Options granted as compensation		54,613		54,613
Beneficial conversion features for senior secured convertible notes		6,391		6,391
Net loss			(3,075,763)	(3,075,763)
Balance, ending at Mar. 31, 2019	$ 139,381	84,088,887	(165,062,354)	(80,834,086)
Balance, ending (in shares) at Mar. 31, 2019	139,380,748
Balance, beginning at Dec. 31, 2019	$ 139,381	84,244,343	(176,127,037)	(91,743,313)
Balance, beginning (in shares) at Dec. 31, 2019	139,380,748
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Options granted as compensation		17,342		17,342
Warrants issued		8,687		8,687
Net loss			(2,944,413)	(2,944,413)
Balance, ending at Mar. 31, 2020	$ 139,381	$ 84,270,372	$ (179,071,450)	$ (94,661,697)
Balance, ending (in shares) at Mar. 31, 2020	139,380,748

XML

Cover - shares	3 Months Ended
	Mar. 31, 2020	May 15, 2020
Cover [Abstract]
Entity Registrant Name	CareView Communications Inc
Entity Central Index Key	0001377149
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity File Number	000-54090
Entity Incorporation, State or Country Code	NV
Entity Reporting Status Current	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 Common Stock, Shares Outstanding		139,380,748
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020

XML

STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Feb. 06, 2020	Dec. 31, 2019	May 15, 2019	Apr. 11, 2019
Common stock, par value (in dollars per share)	$ 0.001			$ 0.001
Common stock, authorized	500,000,000			500,000,000
Common stock, issued	139,380,748			139,380,748
Option activity
Option expired	13,335	920,000
Options canceled	263,333	4,001
Share-based compensation expense	$ 17,342	$ 54,613
Unrecognized estimated compensation expense	$ 51,069
Period for recognition of unrecognized compensation expense	8 months 12 days
Options granted	100,000
Options granted, fair value	$ 800
Director [Member]
Warrant activity
Number of warrant issued			1,000,000
Warrant exercise price (in dollars per share)			$ 0.01
Fair value of the warrants			$ 9,000
Waarant term			10 years
Charter Amendment [Member]
Common stock, par value (in dollars per share)						$ 0.001
Common stock, authorized						300,000,000
Common stock, issued					72,863,770
Ownership [Member] | Charter Amendment [Member]
Ownership precentage					52.00%

XML

AGREEMENT WITH HEALTHCOR

3 Months Ended

Mar. 31, 2020

Agreement With Healthcor

AGREEMENT WITH HEALTHCOR

NOTE 10 – AGREEMENT WITH HEALTHCOR 

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

On January 31, 2012, we entered into 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 and $2,671,000, respectively (collectively the “2012 HealthCor Notes”). As provided by the Second Amendment, the 2012 HealthCor Notes are in substantially the same form as the 2011 HealthCor Notes, with changes to the “Issuance Date,” “Maturity Date,” “First Five-Year Note Period” and other terms to take into account the timing of the issuance of the 2012 HealthCor Notes. The 2012 HealthCor Notes have a maturity date of January 30, 2022. In addition, the provisions regarding interest payments, interest acceleration, optional conversion, negative covenants, and events of default, preemptive rights and registration rights are the same as those of the 2011 HealthCor Notes. At any time after January 30, 2012, HealthCor is entitled to convert any portion of the outstanding and unpaid accrued interest on and principal balances of the 2012 HealthCor Notes into fully paid and non-assessable shares of our Common Stock at a conversion rate of $1.25 per share, subject to adjustment in accordance with anti-dilution provisions set forth in the 2012 HealthCor Notes. Pursuant to the terms of the Ninth Amendment, as discussed below, the accrual of interest has been suspended after September 30, 2018.   

On August 20, 2013, we entered into a Third Amendment to the HealthCor Purchase Agreement with HealthCor (the “Third Amendment”) to redefine our minimum cash balance requirements. Previously we were required to maintain a minimum cash balance of $5,000,000 and should we drop below that balance, it triggered a default. The Third Amendment allowed for a reduced minimum cash period, as defined in the HealthCor Purchase Agreement, which allowed us to drop below $5,000,000, but not below $4,000,000. All other terms and conditions of the HealthCor Purchase Agreement, including all amendments thereto, remain the same. Upon entering the reduced minimum cash period (which occurred on October 7, 2013), we had 120 days to return our minimum cash balance to the original $5,000,000. On January 16, 2014, we increased our cash balance to in excess of the original $5,000,000 minimum allowable balance.

On January 16, 2014, we entered into 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 and $2,671,000 (collectively the “2014 HealthCor Notes’’). As provided by the Fourth Amendment, the 2014 HealthCor Notes are in substantially the same form as the 2011 HealthCor Notes, with changes to the “Issuance Date,” “Maturity Date,” “First Five-Year Note Period” and other terms to take into account the timing of the issuance of the 2014 HealthCor Notes. The 2014 HealthCor Notes have a maturity date of January 15, 2024. In addition, the provisions regarding interest payments, interest acceleration, optional conversion, negative covenants, and events of default, preemptive rights and registration rights are the same as those of the 2011 HealthCor Notes. At any time after January 16, 2014, HealthCor is entitled to convert any portion of the outstanding and unpaid accrued interest on and principal balances of the 2014 HealthCor Notes into fully paid and non-assessable shares of our Common Stock at a conversion rate of $0.40 per share, subject to adjustment in accordance with anti-dilution provisions set forth in the 2014 HealthCor Notes. Additionally, we issued Warrants to HealthCor for the purchase of an aggregate of up to 4,000,000 shares of our Common Stock at an exercise price of $0.40 per share (collectively the “2014 HealthCor Warrants”). As of March 31, 2020, the underlying shares of our Common Stock related to the 2014 HealthCor Notes totaled approximately 26,000,000.

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,with a conversion price per share of $0.52 (subject to adjustment as described therein) (the “Fifth Amendment Notes”) and (ii) additional Warrants for an aggregate of up to 3,692,308 shares of our Common Stock at an exercise price per share of $0.52 (subject to adjustment as described therein) (the “Fifth Amendment Warrants”). As provided by the Fifth Amendment, the Fifth Amendment Notes are in substantially the same form as the 2011 HealthCor Notes, with changes to the “Issuance Date,” “Maturity Date,” “First Five-Year Note Period” and other terms to take into account the timing of the issuance of the Fifth Amendment Notes. The Fifth Amendment Notes have a maturity date of February 16, 2025. In addition, the provisions regarding interest payments, interest acceleration, optional conversion, negative covenants, and events of default, preemptive rights and registration rights are the same as those of the 2011 HealthCor Notes. The 2015 Investors are composed of all but one of our current directors and one of our officers. On February 17, 2015, the Company and the Investors closed on the transactions contemplated by the Fifth Amendment. In connection with this closing, the Company and the Investors entered into an Amended and Restated Pledge and Security Agreement (the “Amended Security Agreement”), amending and restating that certain Pledge and Security Agreement dated as of April 20, 2011, and an Amended and Restated Intellectual Property Security Agreement (the “Amended IP Security Agreement”), amending and restating that certain Intellectual Property Security Agreement dated as of April 20, 2011. As of March 31, 2020, the underlying shares of our Common Stock related to the Fifth Amendment Notes totaled approximately 3,600,000 to HealthCor and 18,000,000 to the 2015 Investors.

On March 31, 2015, we entered into the Ninth Amendment to the HealthCor Purchase Agreement (the “Ninth Amendment”) pursuant to which, among other things, (i) the requirement to maintain a minimum cash balance of $5,000,000 was reduced to a minimum cash balance of $2,000,000 and (ii) the amendment provision was revised to permit the HealthCor Purchase Agreement to be amended by the Company and the holders of the majority of the Common Stock underlying the outstanding notes and warrants to purchase shares of our Common Stock sold pursuant to the HealthCor Purchase Agreement. On March 31, 2015, we also issued a warrant to HealthCor to purchase up to an aggregate of 1,000,000 shares of our Common Stock in consideration for certain prior waivers of the minimum cash balance requirement in the HealthCor Purchase Agreement (the “Ninth Amendment Warrant”). The Ninth Amendment Warrant has an exercise price per share of $0.53 (subject to adjustment as described therein) and an expiration date of March 31, 2025. 

On June 26, 2015, we (i) entered into a Seventh Amendment to the HealthCor Purchase Agreement (the “Seventh Amendment”) pursuant to which the HealthCor Purchase Agreement was amended to permit the Company to enter into and perform its obligations under the PDL Credit Agreement (as detailed in NOTE 9); (ii) executed an Amendment to the Registration Rights Agreement between the Company and HealthCor dated April 21, 2011 (the “RR Agreement”) pursuant to which the RR Agreement was amended to make its priority of registration consistent with the Registration Rights Agreement executed by the Company and PDL; (iii) amended the 2011 HealthCor Notes to extend the maturity date, in the event that Tranche Two of the PDL Credit Agreement is funded, for such notes to 90 days after the earlier of the Tranche Two maturity date or repayment date, but not later than December 31, 2022, (iv) amended the 2012 HealthCor Notes, to set the maturity date at January 30, 2022 and, in the event that Tranche Two of the PDL Credit Agreement is funded, to extend such maturity date to 90 days after the earlier of the Tranche Two maturity date or repayment date, but later than December 31, 2022; and (v) amended each of the Senior Secured Convertible Notes issued under the HealthCor Purchase Agreement (the “HealthCor Notes”) to, among other things, subordinate the HealthCor Notes to the loans under the PDL Credit Agreement and to increase certain event of default acceleration and payment thresholds. ). As pertains to (iii) and (iv) above, pursuant to the terms of the PDL Credit Agreement and having not met the Tranche Two Milestones by July 26, 2017, the Tranche Two funding was terminated in full. 

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,with a conversion price per share of $0.05 (subject to adjustment as described therein) (the “Eighth Amendment Notes”) and (ii) additional Warrants for an aggregate of up to 512,500 shares of our Common Stock at an exercise price per share of $0.05 (subject to adjustment as described therein) (the “Eighth Amendment Warrants”). As provided by the Eighth Amendment, the Eighth Amendment Notes are in substantially the same form as the 2011 HealthCor Notes, with changes to the “Issuance Date,” “Maturity Date,” “First Five- Year Note Period” and other terms to take into account the timing of the issuance of the Eighth Amendment Notes. The Eighth Amendment Notes have a maturity date of February 22, 2028. In addition, the provisions regarding interest payments, interest acceleration, optional conversion, negative covenants, and events of default, preemptive rights and registration rights are the same as those of the 2011 HealthCor Notes. The 2018 Investors are composed of all but one of our current directors, one of our officers and an entity. As of March 31, 2020, the underlying shares of our Common Stock related to the Eighth Amendment Notes totaled approximately 53,000,000 to the February 2018 Investors.

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% of the aggregate number of shares of Common Stock then issuable upon full conversion of the Notes and exercise of the Warrants to at least 100% of such aggregate number of shares. In addition, on July 10, 2018, along with PDL, HealthCor, the 2015 Investors and the February 2018 Investors, we entered into a Second Amendment to the Subordination and Intercreditor Agreement, to amend the Subordination and Intercreditor Agreement dated as of September 26, 2015, as amended to provide that, in the event of a sale of the Company’s hospital assets, after the net proceeds are first applied to repay obligations under the PDL Credit Agreement, as amended, until paid in full, up to the next $5,000,000 of such net proceeds may be retained by the Company for working capital purposes before all remaining net proceeds are then applied to repay the obligations under the Notes in accordance with the priorities set forth in the HealthCor Purchase Agreement and the Notes. 

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 to the July 2018 Investors with a conversion price per share equal to $0.05 (subject to adjustment as described therein) (the “Tenth Amendment Notes”). As provided by the Tenth Amendment, the Tenth Amendment Notes are in substantially the same form as the 2011 HealthCor Notes, with changes to the “Issuance Date,” “Maturity Date,” “First Five-Year Note Period” and other terms to take into account the timing of the issuance of the Tenth Amendment Notes. The Tenth Amendment Notes have a maturity date of July 12, 2028. In addition, the provisions regarding interest payments, interest acceleration, optional conversion, negative covenants, and events of default, preemptive rights and registration rights are the same as those of the 2011 HealthCor Notes. As of March 31, 2020, the underlying shares of our Common Stock related to the Tenth Amendment Notes totaled approximately 25,000,000 to the July 2018 Investors. 

On March 27, 2019, we entered into the Eleventh Amendment to the HealthCor Purchase Agreement, as amended, with HealthCor, the 2015 Investors, the February 2018 Investors and the July 2018 Investors, pursuant to which all parties agreed to amend and restate Section 5.3 Minimum Cash Balance (“Section 5.3”), wherein the requirement of maintaining a minimum cash balance has been removed and any breach of Section 5.3 has been waived in perpetuity.  

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 to the 2019 Investor with a conversion price per share equal to $0.03 (subject to adjustment as described therein) (the “Twelfth Amendment Note”). As provided by the Twelfth Amendment, the Twelfth Amendment Note is in substantially the same form as the 2011 HealthCor Notes, with changes to the “Issuance Date,” “Maturity Date,” “First Five- Year Note Period” and other terms to take into account the timing of the issuance of the Twelfth Amendment Note. The Twelfth Amendment Note has a maturity date of May 15, 2029. In addition, the provisions regarding interest payments, interest acceleration, optional conversion, negative covenants, and events of default, preemptive rights and registration rights are the same as those of the 2011 HealthCor Notes. As of March 31, 2020, the underlying shares of our Common Stock related to the Twelfth Amendment Note totaled approximately 2,000,000 to the 2019 Investor. 

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 to the February 2020 Investor with a conversion price per share equal to $0.01 (subject to adjustment as described therein) (the “Thirteenth Amendment Note”). As provided by the Twelfth Amendment, the Twelfth Amendment Note is in substantially the same form as the 2011 HealthCor Notes, with changes to the “Issuance Date,” “Maturity Date,” “First Five- Year Note Period” and other terms to take into account the timing of the issuance of the Thirteenth Amendment Note. The Thirteenth Amendment Note has a maturity date of February 5, 2030. In addition, the provisions regarding interest payments, interest acceleration, optional conversion, negative covenants, and events of default, preemptive rights and registration rights are the same as those of the 2011 HealthCor Notes. As of March 31, 2020, the underlying shares of our Common Stock related to the Thirteenth Amendment Note totaled approximately 10,000,000 to the 2020 Investor. 

Accounting Treatment 

When issuing debt or equity securities convertible into common stock at a discount to the fair value of the common stock at the date the debt or equity financing is committed, a company is required to record a beneficial conversion feature (“BCF”) charge. We had three separate issuances of equity securities convertible into common stock that qualify under this accounting treatment, (i) the 2011 HealthCor Notes, (ii) the 2012 HealthCor Notes and (iii) the 2014 HealthCor Notes. Because the conversion option and the 2011 HealthCor Warrants on the 2011 HealthCor Notes were originally classified as a liability when issued due to the down round provision and the removal of the provision requiring liability treatment, and subsequently reclassified to equity on December 31, 2011 when the 2011 HealthCor Notes were amended, only the accrued interest capitalized as payment in kind (“PIK”) since reclassification qualifies under this accounting treatment. We recorded an aggregate of $1,725,826 and $1,688,204 in interest for the three months ended March 31, 2020 and 2019, respectively, related to these transactions. For the three months ended March 31, 2020 and 2019, we recorded $1,322,068and $1,032,693, respectively, of PIK related to the notes included in the HealthCor Purchase Agreement. The face amount of the 2012 HealthCor Notes, 2014 HealthCor Notes, the Fifth Amendment Notes and the Eighth Amendment Notes and all accrued PIK interest also qualify for BCF treatment as discussed above. Under the accounting standards, we determined that the restructuring of the HealthCor notes, pursuant to the terms of the Ninth Amendment, resulted in a troubled debt restructuring. As the future cash flows were greater than the carrying amount of the debt at the date of the amendment, we accounted for the change prospectively using the new effective interest rate. During the three months ended March 31, 2020 and 2019, respectively, we recorded a BCF of $0 and $6,390, respectively. The BCF was recorded as a charge to debt discount and a credit to additional paid in capital, with the debt discount, using the effective interest method, amortized to interest expense over the term of the notes.

As Warrants were issued with the Fifth Amendment Notes, 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. The value allocated to the Fifth Amendment Warrants was $1,093,105, which was recorded as debt discount with the credit to additional paid in capital. We recorded an aggregate of $27,509 and $8,122 in interest for the three months ended March 31, 2020 and 2019, respectively, related to the Fifth Amendment Notes and Fifth Amendment Warrants. The Sixth Amendment Warrants and Eighth Amendment Warrants also did not contain features requiring liability accounting and were recorded at fair value on the date of issuance with the offsetting credit recorded in equity. The value allocated to the Ninth Amendment Warrant was $378,000, which was recorded as debt costs with the credit to additional paid in capital. We recorded an aggregate of $14,551 and $14,451 in interest expense for the three months ended March 31, 2020 and 2019, respectively.

XML

OTHER ASSETS

3 Months Ended

Mar. 31, 2020

Other Assets:

OTHER ASSETS

NOTE 6 – OTHER ASSETS

Intangible assets consist of the following:

	March 31, 2020
	Cost		Accumulated Amortization		Net
Patents and trademarks	$	1,121,343	$	256,392	$	864,951
Other intangible assets		83,746		45,573		38,173
TOTAL INTANGIBLE ASSETS	$	1,205,089	$	301,965	$	903,124

	December 31, 2019
	Cost		Accumulated Amortization		Net
Patents and trademarks	$	1,070,871	$	243,702	$	827,169
Other intangible assets		63,509		59,996		3,513
TOTAL INTANGIBLE ASSETS	$	1,134,380	$	303,698	$	830,682

Other assets consist of the following:

	March 31, 2020
	Cost		Accumulated Amortization		Net
Deferred installation costs	$	1,274,398	$	1,218,495	$	55,903
Prepaid license fee		249,999		140,710		109,289
Security deposit		46,124		—		46,124
TOTAL OTHER ASSETS	$	1,570,521	$	1,359,205	$	211,316

Other assets consist of the following:

	December 31, 2019
	Cost		Accumulated Amortization		Net
Deferred installation costs	$	1,288,156	$	1,206,968	$	81,188
Prepaid license fee		249,999		136,611		113,388
Security deposit		46,124		—		46,124
TOTAL OTHER ASSETS	$	1,584,279	$	1,343,579	$	240,700

XML

LEASE (Details 2)	Mar. 31, 2020 USD ($)
Operating Leases
Remaining 2020	$ 114,345
2021	202,310
2022	208,379
2023	214,631
2024	221,069
2025 and thereafter	150,679
Total minimum lease payments	1,111,413
Less effects of discounting	(366,965)
Present value of future minimum lease payments	$ 744,448

XML

LEASE (Details 1) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Assets
Operating lease asset	$ 729,769	$ 85,942
Total lease asset	729,769
Current liabilities:
Operating lease liability	137,712	$ 91,363
Long-term liabilities:
Operating lease liability, net of current portion	606,736
Total lease liability	$ 744,448

XML

OTHER CURRENT LIABILITIES (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
OTHER CURRENT LIABILITIES:
Accrued interest	$ 4,550,525	$ 3,751,061
Deferred revenue	312,692	255,398
Allowance for system removal	145,650	152,800
Deferred commission	139,041	139,041
Accrued paid time off	53,049	112,176
Accrued taxes	53,637	29,309
Other accrued liabilities	21,709	24,199
Accrued rent expense	10,506	22,161
Insurance premium financing		19,360
TOTAL OTHER CURRENT LIABILITIES	$ 5,286,809	$ 4,505,505

XML

AGREEMENT WITH HEALTHCOR (Details Narrative 1)									3 Months Ended
	Feb. 06, 2020 USD ($) $ / shares shares	May 15, 2019 USD ($) $ / shares	Jul. 13, 2018 USD ($) $ / shares	Jul. 10, 2018 USD ($)	Feb. 23, 2018 USD ($) $ / shares shares	Sep. 30, 2015 USD ($) $ / shares shares	Dec. 04, 2014 USD ($) $ / shares shares	Jan. 16, 2014 USD ($) $ / shares shares	Mar. 31, 2020 USD ($) Number shares	Mar. 31, 2019 USD ($)	Dec. 31, 2019 USD ($) shares	Aug. 20, 2013 USD ($)
Beneficial conversion features for senior secured convertible notes										$ 6,391
Debt discount									$ 4,861,583		$ 5,774,915
Interest Expense									2,549,014	2,516,638
Senior secured convertible notes, net of debt discount and debt costs									$ 51,748,551		$ 50,835,220
Number of shares outstanding | shares									139,380,748		139,380,748
HealthCor Twelfth Amendment Purchase Agreement [Member] | 2019 Investor [Member]
Note amount		$ 50,000
Debt Maturity Date		May 15, 2029
Debt conversion price | $ / shares		$ 0.03
HealthCor Twelfth Amendment Purchase Agreement [Member] | 2019 Investor [Member] | Common Stock [Member]
Issuance of warrants | shares									2,000,000
HealthCor Tenth Amendment to Purchase Agreement [Member]
Note amount			$ 1,000,000
Debt Maturity Date			Jul. 12, 2028
Debt conversion price | $ / shares			$ 0.05
HealthCor Ninth Amedment Purchase Agreement [Member]
Net proceeds to be retained from sale of hospital assets				$ 5,000,000
Cash proceeds of working capital stock and debt				$ 5,000,000
Percentage of common stock shares reserved for issuance of notes, previous				120.00%
Percentage of common stock shares reserved for issuance of notes, adjusted				100.00%
HealthCor Ninth Amedment Purchase Agreement [Member] | Common Stock [Member]
Conversion of notes				1.20
HealthCor Ninth Amedment Purchase Agreement [Member] | Warrants [Member]
Conversion of notes				1.00
HealthCor Eighth Amendment Purchase Agreement [Member]
Note amount					$ 2,050,000
Debt Maturity Date					Feb. 22, 2028
Issuance of warrants | shares					512,500
Exercise price of warrants | $ / shares					$ 0.05
Debt conversion price | $ / shares					$ 0.05
HealthCor Eighth Amendment Purchase Agreement [Member] | New Investors [Member]
Number of shares the note may be converted into | Number									53,000,000
HealthCor Ninth Amendment Purchase Agreement [Member]
Debt Maturity Date						Mar. 31, 2025
Issuance of warrants | shares						1,000,000
Exercise price of warrants | $ / shares						$ 0.53
Minimum cash balance required under existing loan documents						$ 5,000,000
Debt discount						378,000
Interest Expense									$ 14,551	14,451
Senior secured convertible notes, net of debt discount and debt costs									21,526,420
HealthCor Ninth Amendment Purchase Agreement [Member] | Lower Range [Member]
Minimum cash balance required under existing loan documents						$ 2,000,000
HealthCor Fifth Amendment Purchase Agreement [Member]
Note amount							$ 6,000,000
Debt Maturity Date							Feb. 16, 2025
Issuance of warrants | shares							3,692,308
Exercise price of warrants | $ / shares							$ 0.52
Debt conversion price | $ / shares							$ 0.52
Debt discount							$ 1,093,105
Interest Expense									$ 27,509	8,122
HealthCor Fifth Amendment Purchase Agreement [Member] | HealthCor Partners Fund [Member]
Number of shares the note may be converted into | Number									3,600,000
HealthCor Fifth Amendment Purchase Agreement [Member] | New Investors [Member]
Number of shares the note may be converted into | Number									18,000,000
HealthCor Fourth Amendment Purchase Agreement [Member] | 2014 Senior Secured Convertible Note#1 [Member]
Note amount								$ 2,329,000
Minimum cash balance required under existing loan documents								5,000,000
HealthCor Fourth Amendment Purchase Agreement [Member] | 2014 Senior Secured Convertible Note#2 [Member]
Note amount								$ 2,671,000
HealthCor Fourth Amendment Purchase Agreement [Member] | 2014 Senior Secured Convertible Notes [Member]
Issuance of warrants | shares								4,000,000
Exercise price of warrants | $ / shares								$ 0.40
Number of shares the note may be converted into | Number									25,000,000
HealthCor Purchase Agreement [Member]
Interest Expense									$ 1,725,826	1,688,204
Payment in kind									$ 1,322,068	$ 1,032,693
HealthCor Third Amendment Purchase Agreement [Member]
Minimum cash balance required under existing loan documents												$ 5,000,000
HealthCor Third Amendment Purchase Agreement [Member] | Lower Range [Member]
Minimum cash balance required under existing loan documents												4,000,000
HealthCor Third Amendment Purchase Agreement [Member] | Upper Range [Member]
Minimum cash balance required under existing loan documents												$ 5,000,000
HealthCor Tenth Amedment Purchase Agreement [Member] | 2018 Investor [Member] | Common Stock [Member]
Issuance of warrants | shares									26,000,000
HealthCor Thirteenth Amendment Purchase Agreement [Member] | February 2020 Investor [Member]
Number of shares outstanding | shares	10,000,000
HealthCor Thirteenth Amendment Purchase Agreement [Member] | February 2020 Investor [Member] | Thirteenth Amendment Note [Member]
Note amount	$ 100,000
Debt Maturity Date	Feb. 05, 2030
Debt conversion price | $ / shares	$ 0.01

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OTHER CURRENT ASSETS (Tables)

3 Months Ended

Mar. 31, 2020

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of other current assets

Other current assets consist of the following:

	March 31, 2020		December 31, 2019
Prepaid expenses	$	108,964	$	102,215
Other prepaid expenses		59,757		109,185
Other current assets		4,894		9,064
TOTAL OTHER CURRENT ASSETS	$	173,615	$	220,464

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2020

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 14 – SUBSEQUENT EVENTS 

Payroll Protection Program 

On April 10, 2020, the Company received a loan pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), as administered by the U.S. Small Business Administration (the “SBA”). The loan in the principal amount of approximately $782,000 (the “PPP Loan”) was disbursed by BOKF, NA (“Lender”), pursuant to the Paycheck Protection Program Promissory Note and Agreement (the “Promissory Note”).  The PPP Loan matures April 10, 2022 and bears interest at a fixed rate of 1.00% per annum. Monthly principal and interest payments, less the amount of any potential forgiveness (discussed below), will commence November 10, 2020. The Company did not provide any collateral or guarantees for the PPP Loan, nor did the Company pay any facility charge to obtain the PPP Loan. The Promissory Note provides for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. The Company may prepay the principal of the PPP Loan at any time without incurring any prepayment charges. 

All or a portion of the PPP Loan may be forgiven by the SBA and the Lender upon application by the Company beginning 60 days but not later than 90 days after the funding date of the PPP Loan. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, and covered utilities during the eight-week period beginning on the approval date of the PPP Loan. For purposes of the CARES Act, payroll costs exclude compensation of an individual employee more than $100,000, prorated annually. Not more than 25% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are reduced by more than 25%. Although the Company currently believes that its use of the PPP Loan will meet the conditions for forgiveness of the loan, the Company cannot assure that the PPP Loan will be forgiven, in whole or in part. 

Consents and Agreements Regarding U.S. Small Business Administration Paycheck Protection Program Loan 

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. 

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).

Twentieth Amendment to the PDL Modification Agreement 

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, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 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.

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LEASE (Tables)

3 Months Ended

Mar. 31, 2020

Leases [Abstract]

Schedule of cumulative impact of the adoption of ASU 2016-02 to the condensed consolidated balance sheet

The cumulative impact of the adoption of ASC 842 to the condensed consolidated balance sheet as of January 1, 2019 was as follows:

Operating Lease Asset	$	236,959
Operating Lease Liability-ST	$	166,955
Operating Lease Liability-LT	$	83,477

Schedule of operating lease asset and liability

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

	As of March 31, 2020
Assets
Operating lease asset	$	729,769
Total lease asset	$	729,769
Liabilities
Current liabilities:
Operating lease liability	$	137,712
Long-term liabilities:
Operating lease liability, net of current portion		606,736
Total lease liability	$	744,448

Schedule of future minimum lease payments

Future lease payments included in the measurement of operating lease liability on the condensed consolidated balance sheet as of March 31, 2020, for the following five fiscal years and thereafter is as follows:

Year ending December 31, 2020	Operating Leases
Remaining 2020	$	114,345
2021		202,310
2022		208,379
2023		214,631
2024		221,069
2025 and thereafter		150,679
Total minimum lease payments		1,111,413
Less effects of discounting		(366,965	)
Present value of future minimum lease payments	$	744,448

Schedule of cash flow information related to operating lease

The table below presents certain information related to the cash flows for the Company’s operating lease for the three months ended March 31, 2020:

	Three Months Ended March 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	37,573