~~For the transition period from________ to ___________~~Commission File No.: 000-54090

CAREVIEW COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)

405 State Highway 121, Suite B-240, Lewisville, TX 75067
(Address of principal executive offices)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

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

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Website, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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

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 31(a) of the Exchange Act. ☐

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

The aggregate market value of the ~~voting~~ common stock held by non-affiliates of the registrant ~~(93,066,061 shares) based on the closing price of the registrant’s common stock~~ as ~~reported on OTCQB on~~ June 30, ~~2017, which was the~~2019 (the last business day of the registrant’s most recently completed second fiscal ~~quarter,~~quarter) was ~~$9,771,936.~~approximately $1,600,000. For purposes of this computation, all officers, directors, and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors, or 10% beneficial owners are, in fact, affiliates of the registrant.

~~The number of shares outstanding of the registrant’s common stock as~~As of March 30, ~~2018 was 139,380,748.~~

~~None.~~2020, the registrant had 139,380,748 outstanding shares of common stock, $0.001 par value, which is its only class of common stock.

This Annual Report on Form 10-K contains forward-looking statements. For example, statements regarding our financial position, business strategy, product development, and other plans and objectives for future operations, and assumptions and predictions about future product demand, research and development, marketing, expenses and revenue are all forward-looking statements. These statements may be found in the items of this Annual Report entitled “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as in this Annual Report generally. These statements are generally accompanied by words such as “intend,” “anticipate,” “believe,” “estimate,” “potential(ly),” “plan,” “may,” “will,” “continue,” “forecast,” “predict,” “could,” “would,” “should,” “expect,” or the negative of such terms or other comparable terminology.

Throughout ~~these Notes to the Consolidated Financial Statements,~~this Annual Report, the terms “we,” “us,” “our,” “CareView,” or the “Company” refers to ~~CareView-NV,~~CareView Communications, Inc., a Nevada corporation, originally formed in California on July 8, 1997 under the name Purpose, Inc., changing our name to Ecogate, Inc. in April 1999, and ~~unless~~ CareView Communications, Inc. in October 2007. Unless otherwise specified, ~~includes~~these terms also include our wholly owned subsidiaries, CareView Communications, Inc., a Texas corporation (“CareView-TX”) and CareView Operations, LLC, a Nevada limited liability company (“CareView Operations”). For the year ended December 31, 2016 we also included CareView-Hillcrest, LLC (“CareView-Hillcrest”) and CareView-Saline, LLC (“CareView-Saline”), collectively, (the “Project LLCs”). During 2016 we owned 50% of CareView-Hillcrest and CareView-Saline, with each determined to be variable interest entities (“VIEs”) in which we exercise control and are deemed the Primary Beneficiary. Concurrent with the execution, and pursuant to the terms, of a Settlement and LLC Interest Purchase Agreement between Rockwell Holdings I, LLC and the Company (the “Settlement Agreement), as discussed in ~~NOTE 13~~ of the Notes to Consolidated Financial Statements attached hereto, all assets and liabilities of the Project LLCs were transferred to our wholly owned subsidiary, CareView Communications, Inc. a Texas corporation, effective January 1, 2017. On June 12, 2017 we filed Form 510-Limited Liability Company Articles of Dissolution with the State of Wisconsin resulting in the dissolution of the Project LLCs effective that date.

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.

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.

CareView’s secure video monitoring system connects the patient room to a ~~touch-screen~~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.

We offer a variety of products and services designed to meet individual hospital needs to enhance quality patient care and safety. Our services are offered with no capital expenditure by the hospital and do not require extensive integration with the facility’s management information system. For healthcare facilities looking for an effective, affordable and innovative way to improve performance throughout the facility, our products are the answer. CareView-driven facilities have shown documented success in reducing patient falls and sitter costs, improving overall patient satisfaction, streamlining and documenting patient education at the bedside, and improving patient flow and overcrowding. These successes protect the facilities’ reimbursement from loss due to never events and poor patient satisfaction.

The CareView System suite is provided and installed in healthcare facilities at no charge to the facility after which we generate revenue from subscriptions to its services. We work with each hospital on pricing to offer an affordable package based on the demographics of the hospital’s patients. The pricing structure with each hospital is negotiated separately and may vary depending on the hospital’s desire to include premium services at no charge to the patient. Typically, we offer the Primary Package at a price per bed with varying price structures based on number of beds in each facility. The Guest Services Package is generally offered to the patient as a complimentary service of the hospital; however, hospitals have the option to charge their patients for these services. The hospital may elect to charge a package price for all services for any combination of days, including a package for the patient’s entire stay. Each facility may decide to bundle products for specialty pricing to the patients or may offer any or all services at no charge to the patient. All of our revenue generated during the years ended December 31, 2017 and 2016 was derived from the sale of the Primary Package, Additional CareView Products, Guest Services Package and related services to hospitals.

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 ~~“RCP” or~~ “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.

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 Connect^TMQuality 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.

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.

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.

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.

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.

The CareView Connect suite of products and services offers multiple pricing modelswith upfront costs to the customer. These upfront costs transfer ownership of the product to the facility. 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.

During 2019, the Company was only able to enter into two pilot contracts, one of which was converted into a fully executed contract in the amount of $1,464 in August 2019, the other remains a pilot contract. Due to the lack of recent marketability of the Connect product and our additional focus on CareView system sales in the fourth quarter of 2019, we have written off CareView Connect product on hand as of December 31, 2019, in the amount of approximately $1,131,000. This loss was included in general and administrative expenses in the statement of operations. The Company is still pursuing opportunities for its CareView Connect product.

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 April 26, 2016, we entered into a Master Agreement with the West Florida Division of Health Corporation of America (“HCA”), the nation’s leading provider of healthcare services. The West Florida Division has approximately 2,600 beds. The three-year divisional Master Agreement follows the successful P&S Pilot Agreement with HCA’s Blake Medical Center. Currently, we are billing 693 units monthly.

On December 20, 2016 we entered into a P&S Agreement with HCA Mountain Division pursuant to the HealthTrust GPO Agreement. Under this agreement, our products and services will be available to all 12 facilities in the division, totaling approximately 1,600 staffed beds.

On January 1, 2017, we entered into a P&S Agreement with HCA Capital Division pursuant to the HealthTrust GPO Agreement. We now have signed P&S Agreements for three facilities in the Capital Division, Lewis-Gale Medical Center, CJW Medical Center and Henrico Doctor’s Hospital totaling 169 units. There are 14 facilities in the division totaling approximately 3,200 staffed beds.

On January 25, 2017, we entered into a P&S Agreement with HCA East Florida Division pursuant to the HealthTrust GPO Agreement. Under this agreement, our products and services will be available to all 13 facilities in the division, totaling approximately 3,600 staffed beds. Currently, we have 42 units in place at one facility.

In February 2015, we executed a six-month P&S Pilot Agreement for 280 beds with HCA to install the CareView System in their Research Medical Center facility located in Kansas City, Missouri. Currently we are billing 262 units monthly under the P&S Pilot Agreement and are continuing to work with Research Medical Center.

On April 1, 2015, we closed a Master Agreement with Community Health Systems, Inc. (“CHS”). Under the terms of the Master Agreement, currently, we are billing 1,016 units monthly in 17 hospitals. In early 2016, Mat-Su Regional Medical Center, a legacy CHS facility completed policy revision for patient video monitoring for CHS. With the policy revision complete, we have approval to contact all CHS facilities. We have had meetings with CHS market leaders and their Chief Nursing Officer and have their support, which could result in a potential roll-out of approximately 15,000 additional beds out of their estimated 27,000 staffed beds.

On July 7, 2016, we signed a P&S Pilot Agreement with Clovis Community Medical Center, owned by The Community Medical Centers HealthCare Network-Central California (“Community Medical HealthCare”), which owns approximately 1,120 beds. We have completed the initial rollout of 64 units at Clovis Community Medical Center and 84 units at Community Regional Medical Center. Both facilities became billable in May 2017. Community Medical HealthCare plans on expanding the CareView System rollout over time.

In February 2014, we entered into a Master Agreement with Tenet Healthsystem Medical, Inc. (“Tenet”). The terms of the Master Agreement provide for the execution of a facilities level agreement with each hospital. We are currently billing 1,057 units monthly.

We currently are billing 589 units monthly in seven Kaiser Permanente (“Kaiser”) facilities. In April and May 2014, we executed P&S Pilot Agreements with Kaiser’s Baldwin Park and Panorama City facilities, respectively. This is in addition to our P&S Pilot Agreement with Kaiser Orange County covering its facilities in Anaheim and Irvine, California which was executed in October 2013. The P&S Pilot Agreements for these four facilities provide for a monthly renewal until termination or replacement by a Master Agreement or individual P&S Agreements. We finalized a P&S Agreement with the Irvine facility in October 2016 and we are now in the process of finalizing a conversion from a P&S Pilot Agreement to a P&S Agreement with the Anaheim facility. Both of these facilities are in the process of determining their needs as it relates to adding additional units.

On August 2, 2015, we signed a P&S Agreement with Kaiser’s San Diego Medical Center. We currently have 28 installed units at this facility and anticipate adding additional beds once use and need has been determined.

In early 2016 we commenced discussions with Kaiser Northwest Region for deployment of the CareView System in Kaiser’s hospitals in Oregon. On August 10, 2016, we signed a P&S Pilot Agreement with the Northwest Division of Kaiser Permanente. Execution of this agreement signals our expanded growth within the Kaiser system. The agreement calls for the installation of 81 units at the Westside Medical Center.

After a successful pilot, in February 2016 we executed a P&S Agreement with Kaiser’s Los Angeles Medical Center for a total of 136 units. We are also in pilot discussions with other Kaiser facilities in the San Diego area. While we are continuing our sales efforts at the hospital and regional level, there are still discussions regarding a possible Master Agreement. Notwithstanding those discussions we will continue to sell into other Kaiser Regions and look to convert our P&S Pilot Agreements into P&S Agreements that can be replaced by a Master Agreement if and when one is finalized.

On October 31, 2014, we signed a P&S Pilot Agreement with Dallas County Hospital District d/b/a Parkland Health & Hospital System (“Parkland”) to install 100 units with the CareView System. In June 2015 we signed a P&S Agreement with Parkland and are currently billing 425 units.

In 2015 we signed a P&S Pilot Agreement with Geisinger Medical Center (“GMC”). Currently there are 144 monthly billable units at GMC. The results of the pilot were favorable and we have finalized the terms of a Master Agreement with GMC. There are approximately 1,800 beds within Geisinger System Services (“GSS”). Upon completion of the Master Agreement, we anticipate rolling out product and services to all owned and affiliated facilities. Currently we are in discussions with two GSS facilities who have expressed interest in installing the CareView System. We will also continue our sales efforts to the balance of GSS.

Baptist Health South Florida (“BHSF”) is a system comprised of 6 hospitals with 1,700 beds in the Miami area. They entered into a P&S Pilot Agreement in January 2016 to cover 99 beds. We are currently billing 103 units monthly. After a successful pilot BHSF has decided to move forward with a Master Agreement, which was finalized in July 2017. We received a contract for 314 additional units in October 2017. CareView is in discussions with two additional BHSF facilities.

In March 2017 we entered into a P&S Agreement with White Memorial Hospital for 78 units (“White Memorial”) following a successful pilot. White Memorial is part of the Adventist Health. There are a total of 16 facilities in the Adventist Health network. We are working on collecting data in anticipation of setting up a meeting to discuss a Master Agreement and system-wide roll-out. To that end, on July 24, 2017 we signed a P&S Agreement with Glendale Adventist for 68 units and on November 14, 2017 we began billing Adventist Health Bakersfield for 58 units.

Under the terms of a P&S Agreement with Baylor Scott & White Medical Center Frisco, we are currently billing 156 units monthly. On June 30, 2017 we executed a Master Agreement with Baylor Scott & White Health (“BSW”) corporate. We have had meetings with the following BSW facilities as we move toward a corporate roll-out, which include: BSW Temple, BSW All-Saints, BSW Hillcrest, BSW Round Rock, BSW Waxahachie, and BSW White Rock. These facilities are gathering data so we can generate proposals.

The Company accomplished its first contract with a VA facility, specifically the Central Arkansas Veterans Healthcare System. The CareView System is now completely installed at John L. McClellan Memorial Veterans Hospital in Little Rock with 103 units installed and billable. Central Arkansas Memorial Veterans Hospital is in process of adding approximately 125 beds including 40 in their Community Living Center, a VA Nursing Home.

This agreement is pursuant to the Company’s General Service Administration (“GSA”) Multiple Award Schedule contract (“MAS”). The MAS allows us to sell the CareView System at a negotiated rate to the approximate 169 VA facilities with over 39,000 licensed beds and the approximate 42 DOD hospitals with over 2,600 licensed beds. The MAS is one of the most widely accepted government contract vehicles available to agency procurement officers. GSA’s application process requires potential vendors to be recognized as highly credible and well established. We are hopeful that once installation and training is complete, the other VA hospitals will also want to participate. Our products and services represent an enormous opportunity to improve the health and safety of our Nation’s veterans.

~~The Company is currently in discussions with several other large VA Hospitals and anticipates additional orders under its MAS in the first half of 2018.~~ Specifically, the Company is in the contracting process with other VA facilities, including the Mountain Home VA Healthcare System in Tennessee, the VA Puget Sound Health Care System in Seattle Washington, the Oklahoma City VA Health Care System, in Oklahoma City, Oklahoma and the Lexington VA Medical Center in Lexington Kentucky.

On April 13, 2017 the Company signed a Master Agreement under the HealthTrust GPO Agreement with Steward Health Care (“Steward”). Steward is headquartered in Boston, Massachusetts. Steward recently announced the acquisition of IASIS Healthcare and eight hospitals from CHS bringing its total to 35 hospital facilities in its network. Under the Master Agreement, CareView will install approximately 867 units in 11 hospitals in Massachusetts and 66 units in one hospital in Pennsylvania. CareView is already installed in 19 facilities and anticipates being rolled-out to the additional 5 hospitals in 2018. All totaled, we anticipate being installed in all 35 of the Steward Hospital facilities with a total of over 3,200 units installed. There have been unexpected delays unrelated to the Company. We anticipate installation to commence within 60 days of this filing.

~~On January 24, 2017~~1, 2018, the Company executed ~~a Purchase Agreement under~~an amendment to its HealthTrust GPO Agreement ~~with Atlantic Health System (“AHS”). AHS is headquartered in Morristown, New Jersey~~to add CareView Connect to the GPO Agreement. Thereafter, the Company will be able to begin to market and ~~one~~sell CareView Connect to the approximately 300 LTC facilities who are members of the leading non-profit health care systems in the state of New Jersey. The agreement calls for installation of 41 units. We anticipate a further roll-out within AHS which consists of 5 hospitals and approximately 893 staffed beds.HealthTrust GPO.

~~On May 15, 2017 we executed a Purchase Agreement under its HealthTrust GPO Agreement with Baptist Southeast Texas. Billing for 105 units began on November 1, 2017.~~

On June 8, 2017 the Company executed a P&S Pilot Agreement with Montefiore Medical Center located in New York City. The Agreement calls for the installation of 46 units. After the 6-month pilot, which began on October 31, 2017, we anticipate converting to a Master P&S Agreement and expanding within the Montefiore Health System, which is comprised of 6 hospitals and approximately 2,000 staffed beds. On December 18, 2017, CareView executed a P&S Agreement with a Montefiore rehabilitation hospital for 31 units.

On September 29, 2017 the Company executed a P&S Pilot Agreement with Jackson Purchase Medical Center located in Mayfield, Kentucky. This is our first agreement in the LifePoint Health System. The agreement is for 42 units and following a successful pilot we expect to convert this into a P&S Agreement. We also anticipate expansion into other hospitals in the LifePoint Health system. The Company is in the process of finalizing a P&S Agreement with LifePoint and anticipates having it in place during the 2^nd ~~Quarter of 2018.~~

On October 3, 2017, the Company executed a P&S Pilot Agreement with Kootenai Health located in Coeur d’ Alene, Idaho. The agreement calls for the installation of 48 units. Kootenai Health provides a comprehensive range of medical services to patients in north Idaho, eastern Washington, Montana and the Inland Northwest at several facility locations. Following positive results, we anticipate future growth in the Kootenai Health system.

On August 10, 2017, the Company executed a P&S Agreement with Hays Medical Center located in Hays, Kansas. The agreement calls for the installation of 53 units. The Hays Medical Center was founded in 1942 and is part of the University of Kansas Health System.

On November 22, 2017, we executed a 6-month P&S Pilot Agreement with Franciscan Missionaries of Our Lady Health System’s (“FMOL”) Our Lady of the Lake Regional Medical Center for 139 units. Following positive results, we anticipate future growth in the FMOL which consists of six hospitals and 1,735 staffed beds.

On December 13, 2017, we executed a Master Agreement with Texas Health Resources (“THR”) and a 6-month P&S Pilot Agreement with Texas Health Presbyterian Hospital Dallas for 53 units. Following positive results, we anticipate future growth in the THR system which consists of 14 hospitals and 2,853 staffed beds.

~~Strategic Expansion into Nursing Homes, Skilled Nursing and Assisted Living Center Markets~~

We always intended to expand into the skilled nursing and assisted living center markets. With the adoption of our technology, the traction of our products in the healthcare facility space and the combined interest from new and existing customers, our management believes that it is time to pursue this market.

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. To service this intended expansion, we have hired sales staff to pursue new business in these markets and we anticipate that we will sign new contracts in these markets before the end of the year.

In the 1st quarter of 2018, the Company anticipates introducing a new sensor product that will have application in both the residential assisted living center market and the home health market. The Company has developed a sensor product, called CareView Connect TM – Quality of Life System that leverages both passive active sensors to track the activities of daily life of its subscribers.

CareView’s Quality of Life System provides peace of mind by using data from the resident’s activity, existing conditions, and environment to notify your staff or loved ones of potential emergencies and identify the need for dignified support. CareView’s Quality of Life System consists of a small emergency assist button, up to four motion sensors, one bed sensor, and one toilet sensor. Resident activity levels, medication administration, sleep patterns, and toileting can all be monitored depending on which options are selected.

~~The Company anticipates marketing this new product to the residents of its Independent Living and Assisted Living Center customers as well as direct sales to home health customers.~~

The following table shows the number of healthcare facilities ~~using~~where our products and services are currently installed including the number of ~~deployed units,~~ installed ~~units~~BEUs (Bed Equivalent Units) and billable ~~units~~BEUs as of February 28, ~~2018.~~2020. 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 beds. Further, there are no assurances that we will have access to the total number of licensed beds in each healthcare facility.

(*) 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 units in that hospital is either higher or lower than 70%, specific number has been used in the aggregate estimate.

We are not dependent on, nor do we expect to become dependent on, any one or a limited number of suppliers. We purchase parts and components to assemble our equipment and products. We do not manufacture or fabricate our own products or systems but rely on sub-suppliers and third-party vendors to procure and/or fabricate components based on our designs, engineering and specifications. Along with our employee installers, we enter into subcontracts for field installation of our products which we supervise. We manage all technical, physical and commercial aspects of the performance of our contracts with sub-suppliers and third-party vendors. To date, we have experienced no difficulties in obtaining fabricated components, materials and parts or in identifying qualified subcontractors for installation work.

We do not consider our business to be seasonal, however the availability of hospital staff is typically less available in December which impacts our ability to ~~sale/~~sell/install our CareView System. We generate sales leads through a variety of means including direct one-to-one marketing, email and web campaigns, customer and industry referrals, strategic partnerships, and trade shows and events. Our sales team consists of highly trained professionals with many years of experience in the healthcare market.

Our initial focus has been to pursue large for-profit hospital management companies that own multiple facilities and large not-for-profit integrated delivery networks in major metropolitan areas. Our sales staff approaches decision makers for hospitals, integrated delivery networks, and major owners and operators of hospitals to demonstrate the CareView product line. In 2013, we expanded our sales process to include an inside sales team and have expanded our capabilities of providing web-based demonstrations and presentations. In addition, we have begun to rely more heavily on arranging reference calls and site visits between our current customers and our prospects. These efforts have provided a higher volume of qualified sales leads and have resulted in more substantive conversations with a larger number of prospects.

We ensure high levels of customer service through our account representatives and through our technical support processes. We attempt to position our account representatives geographically close to our customer hospitals to allow them to make regular visits to proactively train staff and address any issues. We offer 24/7 monitoring and phone support through our technical support team which allows us to quickly identify and resolve any technical issues. From time to time we are called upon to service the installed hardware at customer facilities. To facilitate expedient service, our account representatives typically maintain a small supply of ~~RCPs~~room control platforms (“RCPs”) should they need repair or replacement. Historically, our RCPs and Nursing Station units have required little, if any, servicing. We believe that we handle requests quickly and efficiently, and that overall, our customers are satisfied with our level of service.

Our success depends, in part, on our ability to obtain patents, maintain trade secret protection and operate without infringing the proprietary rights of others. Our intellectual property portfolio is one of the means by which we attempt to protect our competitive position. We rely primarily on a combination of know-how, trade secrets, patents, trademarks and contractual restrictions to protect our products and to maintain our competitive position. We are constantly seeking ways to protect our intellectual property through registrations in relevant jurisdictions.

We have received patents from the U.S. Patent and Trademark Office and have numerous patents pending. We intend to file additional patent applications when appropriate; however, we may not file any such applications or, if filed, the patents may not be issued. We also have numerous registered trademarks.

We intend to aggressively prosecute, enforce and defend our patents, trademarks and proprietary technology. The loss, by expiration or otherwise, of any one of our patents may have a material effect on our business. Defense and enforcement of our intellectual property rights can be expensive and time consuming, even if the outcome is favorable to us. It is possible that the patents issued to or licensed to us will be successfully challenged, that a court may find that we are infringing on validly issued patents of third parties, or that we may have to alter or discontinue the development of our products or pay licensing fees to take into account patent rights of third parties.

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 ~~had~~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”)~~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 ~~“CareView~~“Rockwell Note”) and a cash payment of $100,000. Pursuant to the terms of the ~~CareView~~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. ~~Effective~~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 ~~the terms~~which Rockwell agreed to defer $50,000 of ~~the modification agreement with PDL BioPharma, Inc. (“PDL”) and (“PDL Modification Agreement”), the~~each $100,000 quarterly ~~payments~~payment due under the Rockwell Note ~~were reduced~~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 ~~$50,000 per quarter during~~the Rockwell Note (the “Second Rockwell Note Amendment”) pursuant to which Rockwell agreed to extend the term of the ~~PDL Modification Agreement, with~~Rockwell Note by one year, to December 31, 2020, and agreed to extend the ~~final~~time to make the quarterly payment that would otherwise be due on December 31, 2019 to January 31, 2020. Effective as of 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 December 31, 2019 from January 31, 2020 to February 10, 2020. The final balloon payment of ~~$513,786~~$171,562 representing the remaining principal ~~balance~~ plus all accrued and unpaid ~~interest. See~~ ~~NOTE 13~~ interest is due on December 31, 2020. We were not in default of any conditions under the ~~Notes to Consolidated Financial Statements attached hereto for additional details.~~Settlement Agreement and the Rockwell Note as amended as of December 31, 2019.

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~~was recorded as non-cash costs included in general and administration expense in the accompanying consolidated financial ~~statements.~~statements for the year ended December 31, 2017. 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 ~~will be~~was recorded as non-cash costs included in general and administration expense in the ~~condensed~~ consolidated financial statements for the ~~1st Quarter of~~year ended December 31, 2018. ~~See~~ ~~NOTE 13~~ ~~of the Notes to Consolidated Financial Statements attached hereto for additional details.~~

Along with our employee installers and technical support staff, we provide installation and technical support for our customers through third-party providers located across the United States that we contract on a per-job basis.

We offer products in four distinct categories: clinical video monitoring and fall prevention, patient education and entertainment, patient flow, and mobile communications. We have competitors in each of these product areas; however, we believe that we offer the only integrated suite of products that combines all of these areas into one cost-effective platform. Some of our competitors may be larger, may have greater financial resources, and may have a longer history than us. We compete with them based on price, engineering and technological expertise, knowledge, and the quality of our products, systems and services. Additionally, we believe that the successful performance of our installed products and systems is a key factor in retaining current business and gaining new business as customers typically prefer to make significant purchases from a company with a solid performance history.

Clinical Video Monitoring and Fall ~~Prevention:~~Prevention: Cisco Systems, Inc., Avasure (a division of AvaSure Holdings, Inc.), Royal Philips Electronics and Cerner Corporation all provide clinical video monitoring tools. Cisco offers Virtual Patient Observation, a video monitoring tool aimed at reducing sitter costs and preventing patient falls. AvaSure offers a similar application using cameras mounted on a rolling camera stand, aimed at preventing patient falls. Philips offers the eICU product, which primarily targets a high-definition monitoring of patients in intensive-care applications and also provides telephonic consults. Cerner offers the Cerner Patient Observer product, which uses depth sensors aimed at preventing patient falls.

Alternative fall prevention mechanisms include physical sensors manufactured by Stanley and Posey, and beds which include fall alarms manufactured by Stryker and Hill-Rom. Customers may consider these physical fall prevention mechanisms to be alternatives to a video-based fall prevention system such as the one we offer.

Patient Education and ~~Entertainment:~~Entertainment: There are many vendors who offer patient entertainment products, and most of them also provide a portal for accessing patient educational content either authored by themselves or by third parties. Our major competitors include The GetWellNetwork (privately held by Welsh, Carson, Anderson and Stowe), Skylight Healthcare Systems, and Sonifi Solutions, Inc., all of which offer interactive patient communications systems.

Patient ~~Flow:~~Flow: These systems may be called patient flow, census, bed tracking, patient tracking, or “bed board” applications. Our major competitors include companies that offer focused solutions such as TeleTracking Technologies, Inc., Aionex, Inc., and BedWatch, Inc. Additionally, some Electronic Medical Record vendors offer similar products which may compete with our patient flow product.

Mobile ~~Communications:~~Communications: Some competitors offer mobile communications on smart phones or voice-activated pendants which operate over the hospitals Wi-Fi system, including Vocera, Inc., and Voalte, Inc. Other competitors offer special-purpose phones that operate on the cellular network or other wireless technology and provide notifications to caregivers within the hospital.

In addition to favorable economics and enhanced patient care, safety and satisfaction, we also compete on the basis of quality of services provided. Our management believes that our GuestView patient services suite will provide revenue protection for our contracted hospitals under the Value Based Purchasing initiative which is part of the Patient Protection and Affordable Care Act, prompting hospitals to focus on Patient Satisfaction and Hospital Consumer Assessment of Healthcare Providers and Systems to (i) prompt each healthcare facility to promote patients’ use of NetView, ~~MovieView,~~ and PatientView, and (ii) encourage the hospital to expand its use of pre-procedure and condition videos, welcome videos, and other ancillary services.

We believe we also compete based on the success of our products and services which provide our customers with:

We are currently unable to predict what competitive impact any regulatory development and advances in technology will have on our future business and results of operations. We believe our success depends upon our ability to maintain and enhance the performance, content and reliability of our products in response to the evolving demands of the industry and any competitive products that may emerge. We cannot give assurances that we will be able to do so successfully or that any enhancements or new products that we introduce will gain acceptance in the marketplace. If we are not successful or if our products are not accepted, we could lose potential customers to our competitors.

~~For the years ended December 31, 2017 and 2016, 103 and 93 hospitals accounted for all of our revenue.~~ During ~~2017 four customers~~2019 one customer comprised ~~57%~~$1,538,193 or 25% of our revenue, while no other customer comprised more than 10%. During ~~2016 three customers~~2018 one customer comprised ~~58%~~$1,532,823 or 25% of our revenue, while no other customer comprised more than 10%.

Our estimated backlog is driven by signed Master and PProduct & Service Agreements (P&S ~~Agreements.~~Agreement(s)). Each Master and P&S Agreement establishes the rates that we will charge for the use of our products and services as well as an approximate number of billable units that will be installed. Our RCPs, Nursing Stations and mobile devices are billed on a per unit basis. Most Master and P&S Agreements are for five years but include options to cancel after a minimum of two or three years. Backlog, which covers the non-cancellable period, as of December 31, ~~2017~~2019 is approximately ~~$8,500,000,~~$6,638,000, of which approximately ~~$5,300,000~~$4,678,000 is expected to be billed during ~~2018.~~2020. Most of the current backlog will have future value as the Master and P&S Agreements continue beyond the minimum two or three years and the Master and P&S Agreements move toward expiration and potential renewal. The amount of the non-cancellable backlog to be billed beyond December 31, ~~2018~~2020 is approximately ~~$3,200,000.~~$1,960,000.

Neither our Company nor our products are subject to government approval beyond required Federal Communication Commission (“FCC”) certifications. Certain medical devices and applications may be subject to Section 510(k) of the Food, Drug, and Cosmetics Act, which regulates the ability of medical device manufacturers to market their devices. CareView has reviewed the requirements for registration, and at the current time, we do not believe that our suite of applications is subject to 510(k) regulation. Although the parameters of our CareView System products and services complies with HIPAA as far as use by health care providers, CareView itself, as the manufacturer and installer of the units, is not subject to HIPAA regulations. We do not know of any other privacy laws that affect our business as we are not in control of nor do we keep patient medical records in our possession. We are unaware of any probable government regulations that may affect our business in the future. We have received Underwriters Laboratories (“UL”) and FCC approval on our products. Additionally, the Center for Medicare and Medicaid Services does not pay or reimburse any party for use of our products and services.

Our Company and our products are not affected by any federal, state, or local environmental laws; therefore, we have reserved no funds for compliance purposes.

As of March 30, ~~2018,~~2020, we employed 6954 persons on a full-time basis, two of whom are executive officers. None of our employees are covered by collective bargaining agreements and we have never experienced a major work stoppage, strike or dispute. We consider our relationship with our employees to be outstanding.

~~Our business consists of a single segment of products and services all of which are sold and provided within the United States.~~

We are subject to the requirements of Section 13(a) under the Exchange Act which requires us to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and we are required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act. You may read and copy any materials we file with the Securities and Exchange Commission (the “SEC”) at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information filed electronically with the SEC at http://www/sec.gov.

You may obtain a copy, free of charge, of our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with the SEC. You may obtain these reports by making a request in writing addressed ~~to:~~to Steven G. Johnson, Chief Executive Officer, CareView Communications, Inc., 405 State Highway 121, Suite B-240, Lewisville, TX 75067 or by downloading these reports and further information about our company on our website at http://www.care-view.com.

We have adopted a Code of Business Conduct and Ethics for all of our officers and directors and a Code of Ethics for Financial Executives. These codes are available for download on our website or may be obtained free of charge by making a request in writing to Steven G. Johnson, as indicated hereinabove.

We are a smaller reporting company, and as such, are not required to provide information pursuant to this item.

~~We lease approximately 16,610~~On September 8, 2009, we entered into a Commercial Lease Agreement (the “Lease”) for 10,578 square feet of office and warehouse space ~~at 405 State Highway 121, Suite B-240, Lewisville, TX 75067.~~expiring on June 30, 2015. On December 8, 2014, we entered into a Lease Extension Agreement (the “Lease Extension”), wherein we extended the Lease through June 30, 2020. 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. ~~The current~~Monthly base ~~lease rate through June 30, 2018 is $15,052 monthly. The average base lease rate for~~rent per the Lease and the Lease Extension through the end of term, June 30, 2020, is ~~$15,465.~~$15,968. Future minimum payments through the end of term are $95,810. We believe that these premises are adequate and sufficient for our current needs.

On March 4, 2020, we entered into the fourth amendment to the commercial lease agreement extending the terms. See Note 14 in accompanying consolidated financial statements.

Our Common Stock is traded on the OTCQB as ~~provided~~provide by OTC Market Group, Inc. (“OTCQB”) under the symbol “CRVW.” The following table shows the high and low sales prices of our Common Stock for each full quarterly period within the two most recent fiscal years. The below market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions.

Records of our stock transfer agent indicate that as of March ~~15, 2018,~~30, 2020 we had approximately 9091 record holders of our Common Stock. The number of registered shareholders excludes any estimate by us of the number of beneficial owners of shares of our Common Stock held in “street name.” We estimate that there are approximately ~~1,000~~860 beneficial shareholders who hold their shares in street name. ~~As of the date of this Report, we had 139,380,748 shares of Common Stock issued and outstanding.~~

Historically, we have not paid dividends on our Common Stock and we currently do not intend to pay any dividends on our Common Stock in the foreseeable future. We currently plan to retain any earnings to finance the growth of our business rather than to pay cash dividends.

As of December 31, ~~2017,~~2019, the following table shows the number of securities to be issued upon exercise of outstanding stock options under equity compensation plans approved by our shareholders, which plans do not provide for the issuance of warrants or other rights.

During the year ended December 31, ~~2017,~~2019, options to purchase an aggregate of ~~817,997~~69,167 shares of our Common Stock were cancelled due to resignation and termination of employees. In addition, during the same time period, options to purchase an aggregate of ~~449,521~~1,106,334 shares of our Common Stock expired.

We are a smaller reporting company as defined by ~~Rule 229.10(f)(1)~~in Item 10(f)(l) of Regulation S-K and are not required to provide information under this item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

You should read the following discussion and analysis in conjunction with the information set forth under our consolidated financial statements and the notes to those financial statements included elsewhere in this Annual Report. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those contained in or implied by any forward-looking statements.

Our cash position at December 31, ~~2017~~2019 was approximately ~~$2,066,000. We also have $2,500,000 recorded as restricted cash related to a debt covenant in our credit agreement with PDL BioPharma, Inc. as discussed below.~~$269,741.

Pursuant to the terms of a Note and Warrant Purchase Agreement dated April 21, 2011 (as subsequently amended) with HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP (“HealthCor”) we are required to maintain a minimum cash balance $2,000,000 (see ~~NOTE 11~~ ~~in the accompanying consolidated financial statements for further details), and we are in compliance with the minimum cash balance as of the date of this filing.~~

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 ~~the~~this Form ~~10-Q~~10-K (“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 March 30, ~~2019.~~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. ~~In February 2018, we raised $2,050,000 through the sale and issuance of Senior Secured Convertible Notes (see~~ ~~NOTE 11~~ ~~in the accompanying consolidated financial statements for further details).~~ We expect to seek additional funds from a combination of dilutive and/or ~~non-dilutive~~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.

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 extent to which COVID-19 will negatively impact our business results is highly uncertain and cannot be accurately predicted. Management believes that the COVID-19 outbreak and the measures taken to control it may have a large negative impact on economic activities across the world and the United States. As such, these uncertainties may impede our ability to conduct our daily operations and could materially and adversely affect our business, financial condition and results of operations in the foreseeable future.

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 March 30, 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.

As of December 31, ~~2017,~~2019, our working capital deficit was approximately ~~$5,786,000,~~$23,244,000, our accumulated deficit was approximately ~~$145,909,000,~~$176,127,000, and our stockholders’ deficit was approximately ~~$62,151,000.~~$84,244,000. Operating loss was approximately ~~$6,616,000~~$3,300,000 and ~~$6,309,000~~$3,651,000 for the years ended December 31, ~~2017~~2019 and ~~2016,~~2018, respectively. Our net loss ~~attributable to CareView~~ was approximately ~~$19,911,000~~$14,140,000 and ~~$18,613,000~~$16,078,000 for the years ended December 31, ~~2017~~2019 and ~~2016,~~2018, respectively.

The following is a summary of cash flow activity for the years ended December 31, ~~2017~~2019 and ~~2016.~~2018.

Net decrease in cash during the year ended December 31, 2019 was approximately $1,681,000. The principal use of cash in operating activities for the year ended December 31, ~~2017~~2019 was to fund our current expenses primarily related to research and development activities and administrative changes, adjusted for non-cash items. The ~~increase~~change in cash flows used in operating activities between 2018 and 2019 of approximately ~~$191,000~~$3,404,000 is primarily a result of changes in the components of working capital. The ~~decrease~~change in cash flows used in investing activities between 2018 and 2019 of approximately ~~$255,000~~$280,000 is primarily a result of the reduction of purchases and installation of CareView Systems and costs associated with patents and trademarks. The ~~increase~~change in cash ~~used in~~flows provided by financing activities between 2018 and 2019 of approximately ~~$495,000 reflects~~$2,750,000 is a result of funding provided by certain officers and directors ($3,050,000 in 2018 versus $250,000 in 2019) partially offset by payments made to Rockwell Holdings I, LLC ~~(see~~ ($200,000 in 2018 versus 150,000 in 2019) ( see Agreement with Rockwell Holdings I, LLC above and NOTE 13in the accompanying consolidated financial statements for further details).

Year ended December 31, ~~2017~~2019 compared to year ended December 31, ~~2016~~2018

Revenue increased approximately ~~$290,000~~$198,000 for the year ended December 31, ~~2017~~2019 as compared to the ~~year ended December 31, 2016.~~same period in 2018. Hospitals with billable ~~units increased to 103 for the year ended~~BEUs remained at 100 on December 31, ~~2017~~2019 from 100 on December 31, 2018. The increase in revenue is a result of new hospital billing as ~~compared to 93 for the comparable period for the prior year.~~well as organic growth within our existing customer base. Of the ~~103~~100 hospitals with billable ~~units~~BEUs on December 31, ~~2017, four hospitals groups~~2019, one hospital group accounted for ~~69 hospitals or 67%~~25% of the total. Billable ~~units (RCPs and Nurse Stations)~~BEUs for all hospitals totaled ~~8,400 (7,852 and 548, respectively)~~9,499 on December 31, ~~2017~~2019 as compared to ~~7,762 (7,276 and 486, respectively)~~8,231 on December 31, ~~2016.~~2018.

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

Operating expenses ~~increased~~decreased by approximately ~~$597,000 (5%~~$153,000 (2%) as a result of the following items:

~~Human resource related~~Other expenses increased approximately $1,486,000, primarily a result of an increase of $1,131,000 due to the abandonment of assets write off of Careview Connect, an increase in rent, utilities and maintenance of approximately $47,000, increase in sales and property tax costs ~~(including salaries~~approximately $111,000, increase in other expenses approximately $126,000 during the year ended December 31, 2019 compared to the same period in 2018. Travel and ~~benefits)~~entertainment expense increased approximately $43,000 as a result of a higher product installations during the year ended December 31, 2019 compared to the same period in 2018. Depreciation and amortization expense decrease by approximately $564,000, primarily as a result of a ~~higher average head count~~reduction in ~~2017 compared to 2016.~~depreciation expense as certain deployable assets purchased have become fully depreciated in 2019. While we had 7254 employees at December 31, ~~2017~~2019 as compared to 7854 for the comparable date for the prior year, on average we employed 8154 employees over the course of ~~2017~~current period as compared to 7561 for the comparable prior year period. ~~Other expenses increased~~Professional and consulting fees decreased approximately $206,000, primarily as a result of ~~common area maintenance costs incurred during 2017. Professional~~decreased legal and consulting ~~expenses increased primarily as a result of legal expenses~~fees. Research and development non-personnel and travel costs decreased approximately $202,000 due to less consulting expense related to ~~investor relation services.~~Careview Connect. Other ~~research~~sales and ~~development expense increased~~marketing costs decreased approximately $91,000 primarily ~~as a result of new product research.~~

Non-cash expense related to option grants decreased in 2017 compared to 2016 as a result of a decrease in amortization expense related to options granted in periods prior to 2016. Travel and entertainment expense decreased as a result of decreases in ~~product deployment and installation efforts partially offset by increases in meetings with hospital administrators and training efforts related to supporting our existing installed base.~~trade show costs. Other product development costs decreased approximately $84,000 primarily as a result of decreases in product deployment and installation costs and related non-capital equipment costs. ~~Other sales and marketing expense~~Non-cash compensation decreased ~~primarily as a result of reduced attendance at trade shows, seminar and other marketing expense over 2016.~~approximately $67,000 due to no additional option grants during 2019.

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect reported amounts and related disclosures in the financial statements. Management considers an accounting estimate to be critical if:

We base our estimates and judgments on our experience, our current knowledge, our beliefs of what could occur in the future, our observation of trends in the industry, information provided by our customers and information available from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the following accounting policies and estimates as those that we believe are most critical to our financial condition and results of operations and that require management’s most subjective and complex judgments in estimating the effect of inherent uncertainties: share-based compensation expense, income taxes, complex derivative financial instruments and impairment of long-lived assets.

Share-Based Compensation ~~Expense.~~Expense. We calculate share-based compensation expense for option awards and certain warrant issuances (“Share-based Award(s)”) based on the estimated grant/issue date fair value using the Black-Scholes-Merton option pricing model (“Black-Sholes Model”) and recognize the expense on a straight-line basis over the vesting period, net of estimated forfeitures. We have not included an estimate for forfeitures due to our limited history and we revise based on actual forfeitures each period. 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 vesting period of the Share-based Award in determining the fair value of Share-based Awards. Although we believe our assumptions used to calculate share-based compensation expense are reasonable, these assumptions can involve complex judgments about future events, which are open to interpretation and inherent uncertainty. In addition, significant changes to our assumptions could significantly impact the amount of expense recorded in a given period.

Income ~~Taxes.~~Taxes. As part of the process of preparing our consolidated financial statements, we are required to estimate income taxes in each of the jurisdictions in which we operate. Our provision for income taxes is determined using the asset and liability approach to account for income taxes. A current liability is recorded for the estimated taxes payable for the current year. Deferred tax assets and liabilities are recorded for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which the timing differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of changes in tax rates or tax laws are recognized in the provision for income taxes in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount more-likely-than-not to be realized. Changes in valuation allowances will flow through the statement of operations unless related to deferred tax assets that expire unutilized or are modified through translation, in which case both the deferred tax asset and related valuation allowance are similarly adjusted. Where a valuation allowance was established through purchase accounting for acquired deferred tax assets, any future change will be credited or charged to income tax expense. See ~~Note~~NOTE 5 in the accompanying Notes to Consolidated Financial Statements for ~~the~~ discussion related to Tax Reform.

The determination of our provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. In the ordinary course of our business, there are transactions and calculations for which the ultimate tax determination is uncertain. In spite of our belief that we have appropriate support for all the positions taken on our tax returns, we acknowledge that certain positions may be successfully challenged by the taxing authorities. We determine the tax benefits more likely than not to be recognized with respect to uncertain tax positions. Although we believe our recorded tax assets and liabilities are reasonable, tax laws and regulations are subject to interpretation and inherent uncertainty; therefore, our assessments can involve both a series of complex judgments about future events and rely on estimates and assumptions. Although we believe these estimates and assumptions are reasonable, the final determination could be materially different than that which is reflected in our provision for income taxes and recorded tax assets and liabilities.

Complex Derivative Financial Instruments. From time to time we sell common stock and we issue convertible debt, both with common stock purchase warrants, which may include terms requiring conversion price or exercise price adjustments based on subsequent issuance of securities at prices lower than those in the agreements of such securities. In these situations, the instruments may be accounted for as liabilities and recorded at fair value each reporting period. Due to the complexity of the agreement, we use an outside expert to assist in providing the mark to market fair valuation of the liabilities over the reporting periods in which the original agreement was in effect. It was determined that a Binomial Lattice option pricing model using a Monte Carlo simulation would provide the most accuracy given all the potential variables encompassing a future dilutive event. This model incorporated transaction assumptions such as our stock price, contractual terms, maturity, risk free rates, as well as estimates about future financings, volatility, and holder behavior. Although we believe our estimates and assumptions used to calculate the fair valuation liabilities and related expense were reasonable, these assumptions involved complex judgments about future events, which are open to interpretation and inherent uncertainty. In addition, significant changes to our assumptions could significantly impact the amount of expense recorded in a given period.

Impairment of Long-Lived ~~Assets.~~ Assets. Carrying values of property and equipment and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. If impairment indicators are present, we determine whether an impairment loss should be recognized by testing the applicable asset or asset group’s carrying value for recoverability. This assessment requires the exercise of judgment in assessing the future use of and projected value to be derived from the eventual disposal of the assets to be held and used. Assessments also consider changes in asset utilization, including the temporary idling of capacity and the expected timing for placing this capacity back into production. If the carrying value of the assets is not recoverable, then a loss is recorded for the difference between the assets’ fair value and respective carrying value. The fair value of the assets is determined using an “income approach” based upon a forecast of all the expected discounted future net cash flows associated with the subject assets. Some of the more significant estimates and assumptions ~~include:~~include market size and growth, market share, projected selling prices, manufacturing cost and discount rate. Our estimates are based upon historical experience, commercial relationships, market conditions and available external information about future trends.

In August 2018, the Financial Accounting Standards Board (“FASB”), issued Accounting Standards Update ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement that eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements. The FASB developed the amendments to Accounting Standards Codification (“ASC”) 820 as part of its broader disclosure framework project, which aims to improve the effectiveness of disclosures in the notes to financial statements by focusing on requirements that clearly communicate the most important information to users of the financial statements. The new guidance is effective for all entities for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years. An entity is permitted to early adopt either the entire standard or only the provisions that eliminate or modify requirements. We are currently evaluating the effect of this guidance on our disclosures.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments, which requires entities to record expected credit losses for certain financial instruments, including trade receivables, as an allowance that reflects the entity's current estimate of credit losses expected to be incurred. For available-for-sale debt securities in unrealized loss positions, the new standard requires allowances to be recorded instead of reducing the amortized cost of the investment. The Company does not currently hold or plan to invest in available-for-sale securities and has not historically experienced collection issues or bad debts with trade receivables. Accordingly, the Company does not expect this to have a significant impact on its consolidated financial statements and related disclosures at this time. The Company will adopt this guidance on its effective date for smaller reporting companies, January 1, 2023.

In ~~March 2016,~~June 2018, the FASB issued ASU ~~2016-09,~~2018-07, Compensation - Stock Compensation (Topic 718): ~~Compensation – Stock Compensation:~~ Improvements to ~~Employee~~Nonemployee Share-Based Payment Accounting (“ASU ~~2016-09”~~2018-07”). ~~This guidance simplifies several aspects~~The amendments in ASU 2018-07 expand the scope of ~~the accounting for employee~~Topic 718 to include share-based payment transactions for ~~both public~~acquiring goods and ~~nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The guidance~~services from nonemployees. ASU 2018-07 is effective ~~for public business entities~~ for fiscal years beginning after December 15, ~~2016,~~2018, and interim periods within those fiscal years. Early adoption is ~~permitted in any annual or interim period for which financial statements have not been issued or made available for issuance, but all~~permitted. The adoption of the guidance must be adopted in the same period. If an entity early adopts the guidance in an interim period, any adjustments must be reflected as of the beginning of the fiscal year that includes that interim period. ~~There was~~this pronouncement had no ~~material effect~~impact on ~~the 2017~~our accompanying condensed consolidated financial ~~statements upon adoption.~~statements.

In ~~August~~February 2016, the ~~Financial Accounting Standards Board (“FASB”)~~FASB issued ~~Accounting Standards Update (“ASU”)~~ ~~2016-15,~~ ~~Statement of Cash Flows (Topic 230)~~ (“ASU ~~2016-15”). ASU 2016-15 is intended~~2016-02, Leases. This guidance requires lessees to ~~reduce~~record most leases on their balance sheets while recognizing expenses on their income statements in a manner similar to current accounting. The guidance also eliminates current real estate-specific provisions for all entities. For lessors, the ~~diversity in practice regarding how certain transactions are classified within~~guidance modifies the ~~statement of cash flows. ASU 2016-15~~classification criteria and the accounting for sales-type and direct financing leases. The standard is effective for public business entities for annual periods beginning after December 15, ~~2017, including~~2018, and interim periods within those ~~fiscal years. Early adoption is permitted with retrospective application. We are currently evaluating the impact of this guidance on our consolidated financial statements and disclosures.~~

all entities. In ~~February 2016,~~July 2018, the FASB amended the new leases standard and issued ASU 2018-11, Leases, (Topic 842): Targeted Improvements to give entities another option for transition and to provide lessors with a practical expedient. We adopted ASU 2016-02 ~~Leases~~ (“on January 1, 2019 utilizing the alternative transition method allowed for under ASU ~~2016-02”). The new standard establishes~~2018-11. Comparative financial information was not adjusted and will continue to be reported under ASC 840. We also elected the transition relief package of practical expedients and as a ~~right-of-use (“ROU”) model that requires a lessee~~result we did not assess (1) whether existing or expired contracts contain leases, (2) lease classification for any existing or expired leases, and (3) whether lease origination costs qualified as initial direct costs. We elected the short-term lease practical expedient by establishing an accounting policy to ~~record a ROU asset and a lease liability on the balance sheet for all~~exclude leases with ~~terms longer than~~a term of 12 ~~months. Leases will be classified as either finance~~months or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. While we are continuingless. We elected not to ~~assess all potential impacts of the standard, we currently believe, the impact of this standard will be primarily related to the accounting~~separate lease components from non-lease components for our ~~operating lease.~~

~~In May 2014,~~specified asset classes. Additionally, the ~~FASB issued ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers~~ (Topic 606). The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under previous guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. In July 2015, the FASB approved the proposal to defer the effective date of ASU 2014-09 standard by one year. Early adoption is permitted after December 15, 2016, and the standard is effective for public entities for annual reporting periods beginning after December 15, 2017 and interim periods therein. In 2016, the FASB issued final amendments to clarify the implementation guidance for principal versus agent considerations (ASU 2016-08), accounting for licenses of intellectual property and identifying performance obligations (ASU 2016-10), narrow-scope improvements and practical expedients (ASU 2016-12) and technical corrections and improvements to topic 606 (ASU 2016-20) in its new revenue standard. Our services are performed over the term of our contracts and customers are billed for those services as they are performed on a monthly basis. Revenue is recognized each month for the services that have been provided to our customers. Additionally, we do not have significant exposure related to uncollectible accounts. We have performed a review of the requirements of the new ~~revenue~~ standard resulted in increased disclosure requirements in our quarterly and have performed our analysis of our customer contracts on a portfolio basis (by each hospital group) utilizing the five-step model of the new standard. We have compared the results of our analysis to our current accounting practices. Upon adoption, effective January 1, 2018, we plan to use the full retrospective transition method for recognizing revenue. The adoption of this standard will not have a material effect on the timing and recognition of revenue for the services provided to our customers.annual filings.

~~PDL~~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 ~~Amendment~~January 28, 2020 (with each such date permitted to ~~PDL Credit Agreement~~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 ~~February 2, 2018,~~January 28, 2020, the Company, the Borrower, the Subsidiary Guarantor and ~~PDL Investment Holdings, LLC (as assignee of PDL) (“PDL Investment”)~~the Lender entered into a Nineteenth Amendment to Modification Agreement (the ~~“PDL~~“Nineteenth Modification ~~Agreement”~~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 ~~PDL~~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 ~~which reiterated~~on March 31, 2020), and that such deferrals would be a Covered Event. The Company received $600,000 pursuant to the ~~terms included in a Binding Forbearance Term Sheet~~amendments dated ~~December 28, 2017 also entered into by~~February 6, 2020, as detailed below.

On January 31, 2020, the Company and ~~PDL Investment. The purpose of~~Rockwell entered into a Third Amendment to the ~~PDL Modification Agreement is~~Rockwell Note (the “Third Rockwell Note Amendment”), pursuant to ~~amend~~which Rockwell agreed to extend the ~~PDL Credit Agreement~~time to ~~prevent any Event of Default~~make the quarterly payment that would otherwise be due on December 31, 2019 from ~~occurring. See~~ ~~NOTES~~ ~~12 and 13 for further details.~~January 31, 2020 to February 10, 2020.

On February ~~23, 2018,~~6, 2020, the Company, the Borrower, the Lender (in its capacity as administrative agent and ~~PDL Investment~~lender) and the Tranche Three Lenders entered into ~~the Second~~a Sixth Amendment to ~~the PDL~~ Credit Agreement ~~wherein~~(the “Sixth Credit Agreement Amendment”), pursuant to which the ~~PDL~~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, ~~was amended~~as amended), and ~~restated~~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 ~~allow~~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 ~~reduction~~issuance of ~~certain funding requirements from $2,500,000 to $2,050,000, which funding was completed on February 23, 2018.~~the Thirteenth Amendment Supplemental Closing Note.

OnAlso on February ~~23, 2018,~~6, 2020, upon the ~~Company, HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fun, LP (“HealthCor”), an entity, and certain officers and directors~~execution of the ~~Company (collectively, but not including HealthCor,~~Sixth Credit Agreement Amendment, (i) the ~~“2018 Investors”) entered into~~Borrower (CareView Communications, Inc., a Texas corporation and a wholly owned subsidiary of the ~~Eighth Amendment~~Company) borrowed the Additional Tranche Three Loan and issued to the ~~HealthCor Purchase Agreement wherein we agreed to sell and issue (i) additional~~Tranche Three Lenders term notes in the aggregate principal amount of ~~$2,050,000,~~$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 ~~conversion~~warrant for the purchase of 1,000,000 shares of Common Stock, with an exercise price per share ~~of $0.05~~equal to $0.01 (subject to adjustment as described therein) and ~~(ii) additional Warrants for~~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 ~~aggregate of 512,500 shares~~Additional Tranche Three Loan Warrant. Mr. Johnson is our Chief Executive Officer, President, Secretary and Treasurer and is one of our ~~Common Stock at~~directors. Dr. Higgins is one of our directors.

On February 6, 2020, we entered into a Thirteenth Amendment to Note and Warrant Purchase Agreement (the “Thirteenth Amendment”) with the Existing Investor listed in Annex I to the Thirteenth Amendment (the “Thirteenth Amendment Investor”) and with the HealthCor Parties and certain additional Existing Investors (solely in their capacity as Majority Holders (acting together with the Thirteenth Amendment Investor) approving the Thirteenth Amendment and not as investors), pursuant to which (i) we sold and issued, for $100,000 in cash, to the Thirteenth Amendment Investor on such date an ~~exercise~~additional note in the initial principal amount of $100,000, with a conversion price per share ~~of $0.05~~equal to $0.01 (subject to adjustment as described therein) and a maturity date of February 5, 2030 (the “Thirteenth Amendment Supplemental Closing Note”); and (ii) the Majority Holders consented to the ~~2018 Investors.~~issuance of the Additional Tranche Three Loan Warrant in connection with the Additional Tranche Three Loan (each as defined below). The Thirteenth Amendment Investor is one of our directors.

The Purchase Agreement and Thirteenth Amendment provide that we grant to the Thirteenth Amendment Investor a security interest in our assets as collateral for payment of the Thirteenth Amendment Supplemental Closing Note, evidenced by the Amended and Restated Security Agreement and by the Amended and Restated IP Security Agreement.

The Purchase Agreement and the Thirteenth Amendment also provide that we grant registration rights to the Thirteenth Amendment Investor for the Common Stock into which the Thirteenth Amendment Supplemental Closing Note may be converted as provided for by the Registration Rights 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.

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 is currently evaluating the implications of the Act and its impact on the financial statements and related disclosures has not yet been determined.

As of December 31, ~~2017,~~2019, we had no material off-balance sheet arrangements.

~~Provided in the table below are our known contractual obligations as of December 31, 2017 for the future periods as indicated.~~ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurances of achieving their control objectives.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, is a process designed by, or under the supervision of, the chief executive officer and chief financial officer, or persons performing similar functions, and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Our management, under the supervision and with the participation of our chief executive officer and principal financial officer, conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework. Based on the control deficiencies identified during this evaluation and set forth below, our senior management has concluded that ~~our~~we did not maintain effective internal control over financial reporting ~~was effective~~ as of December 31, ~~2017.~~2019 due to the existence of the material weaknesses in internal control over financial reporting as described below.

Material Weakness

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 December 31, 2019 due to the existence of the following material weaknesses identified by management:

●

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; and

●

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.

Management’s Remediation Plan

Management intends to remediate the material weakness in the following manner:

●

identify and employ full time additional senior level accounting personnel to join the corporate accounting function in order to enhance overall monitoring and accounting oversight within the Company; and

●

engage third-party subject matter experts to aid in identifying and applying US GAAP rules related to complex financial transactions as well as to enhance the financial reporting function.

Changes in Internal Control Over Financial Reporting

There were no ~~material~~ changes in our internal control over financial reporting ~~that occurred~~identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(e) of the Exchange Act during the ~~fourth quarter of 2017~~three months ended December 31, 2019 that ~~have~~ materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

~~ITEM 9B.~~

~~OTHER INFORMATION.~~

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

ITEM 9B. OTHER INFORMATION.

~~None~~None.

PART III

~~ITEM 10.~~

~~DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.~~

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

Directors, Executive Officers, Promoter and Control Persons

The following table sets forth information on our executive officers and directors as of the filing of this Report. All executive officers serve at the discretion of the Board of Directors. The term of office of each of our directors expire at our next Annual Meeting of Shareholders or until their successors are duly elected and qualified. We do not have any promoters or control persons.

Name	Age	Position	Date Elected Director	Date Appointed Officer
Steven G. Johnson	58 60	Chief Executive Officer, President, Secretary, Treasurer, Director	April 11, 2006	April 11, 2006
Jason T. Thompson	43 45	Director, Principal Financial Officer, Chief Accounting Officer	January 1, 2014	January 24, 2018
Sandra K. McRee	62 64	Chief Operating Officer	N/A	November 1, 2013
L. Allen Wheeler	85 87	Chairman of the Board	January 26, 2006	N/A
Jeffrey C. Lightcap	59 61	Director	April 21, 2011	N/A
David R. White	70 72	Director	January 1, 2014	N/A
Steven B Epstein	74 76	Director	April 1, 2014	N/A
Dr. James R. Higgins	68 70	Director	April 1, 2014	N/A

Mr. Lightcap was elected to serve on our Board of Directors pursuant to the terms of the HealthCor Note Purchase Agreement executed on April 21, 2011. Other than Mr. Lightcap, there are no arrangements or understandings between our directors and executive officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there are no arrangements, plans or understandings as to whether non-management shareholders will exercise their voting rights to continue to elect the current board of directors. There are also no arrangements, agreements or understandings to our knowledge between non-management shareholders that may directly or indirectly participate in or influence the management of our affairs.

In December 2017, our Chief Financial Officer, Treasurer and Secretary resigned. Until such time as those positions are filled, Steven Johnson, our Chief Executive Officer and President, will also serve as our Secretary and Treasurer. In addition, Jason T. Thompson, our Chairman of the Audit Committee, will serve as our Principal Financial Officer and Chief Accounting Officer as those positions relate to our annual and quarterly filings with the SEC.

Identification of Certain Significant Employees

Kyle Johnson, our Director of Engineering, and Matthew E. Jackson, General Counsel, are considered significant employees. An overview of their business experience follows in Business Experience found within this Item 10.

Family Relationships

There are no family relationships between our officers and members of our Board of Directors.

Business Experience of Directors, Executive Officers and Significant Employees

The business experience of each of our directors, executive officers and significant employee follows:

Steve G. Johnson – Chief Executive Officer, President, Secretary, Treasurer, Director

Steven G. Johnson currently serves as Chief Executive Officer (effective January 1, 2014), President, Secretary, Treasurer and Director. Mr. Johnson also served as Chief Operating Officer until November 1, 2013. In December 2003, he filed for patent protection as the inventor of a Non-Intrusive Data Transmission Network for Use in an Enterprise Facility and Method for Implementing in the United States, which invention was subsequently assigned to CareView and was issued a patent number by the USPTO. The technology underlying this patent is the basis of the CareView System suite. Mr. Johnson is also one of the inventors on three issued patents for a Non-intrusive data transmission network for use in an enterprise facility and method for implementing in the U.S., a System and Method for Documenting Patient Procedures in the U.S., and a System and Method for Using a Video Monitoring System to Prevent and Manage Decubitus Ulcers in Patients in the U.S., and five additional pending patent applications for a System and Method for Predicting Falls in the U.S., a continuation patent for System and Method for Using a Video Monitoring System to Prevent and Manage Decubitus Ulcers, an Electronic Patient Sitter Management System and Method for Implementing in the U.S., a Noise Correcting Patient Fall Risk State System and Method for Predicting Patient Falls in the U.S., and a System and method for monitoring a fall state of a patient and minimizing false alarms in the U.S., all technology currently being deployed or in further development by CareView. Mr. Johnson has over 20 years of experience in the cable and wireless industry.

Before joining CareView in 2006, he served as Chief Executive Officer of Cadco Systems, a manufacturer of CATV and telecommunications equipment from 1997. From February 1991 to February 1996, he served as CEO, President and Director of American Wireless Systems, which he restructured and sold to Heartland Wireless Communications. Mr. Johnson also served as founder and President of Hanover Systems, a manufacturer of telecommunications equipment. Mr. Johnson has been actively involved with the wireless cable industry since 1984 and has served on the board of directors of the Wireless Cable Association and its FCC regulatory committee. Mr. Johnson developed various electronic telecommunications equipment for the wireless cable industry including microwave downconverters, wireless cable set top converters, antennas, and transmitters. Mr. Johnson’s accumulated knowledge in the field of technology, coupled with his development of patentable technology, makes him an invaluable member of our management team. Mr. Johnson earned his BA in Economics and Business Administration from Simpson College and currently serves as a Trustee on the Simpson College Board of Trustees. Mr. Johnson is the father of Kyle Johnson, our Director of Engineering.

Jason T. Thompson – Director, Principal Financial Officer, Chief Accounting Officer

Jason T. Thompson was elected as a Director of CareView effective as of January 1, 2014. In addition, he currently serves as our Principal Financial Officer and Chief Accounting Officer while we seek a qualified candidate to fill those positions. Mr. Thompson is a partner and a member of the transactional group of Michael Best & Friedrich LLP where he focuses on mergers and acquisitions and general corporate matters, having joined Michael Best in September 2006. Mr. Thompson assists his clients with negotiating and structuring many types of transactions and agreements, including those related to corporate reorganizations, buyout transactions and venture capital investment transactions. In addition, he is President of Thompson Family Holdings, LLC, which invests in, and consults for, a number of healthcare companies, having joined Thompson Holdings in 2010. From 1999 to 2004, Mr. Thompson served as Vice President of Development and Planning for Bulk Petroleum Corporation, where he oversaw sales, operations, client maintenance, scheduling accounting and workforce management for its construction projects. Prior to joining Bulk Petroleum, Mr. Thompson was a senior auditor with Arthur Andersen. He is a certified public accountant. Mr. Thompson received a BBA in Accounting from the University of Wisconsin – Madison in 1996 and in 2006, received his JD from the University of Wisconsin, where he was a member of the Wisconsin Law Review. His business, accounting and legal experience makes him well-qualified to serve as one of the Company’s directors.

Sandra K. McRee – Chief Operating Officer

Sandra K. McRee joined CareView as Chief Operating Officer effective November 1, 2013. Ms. McRee also currently serves as President of McRee Consulting. Ms. McRee most recently served as the Vice Chair of the Board of Directors of IASIS Healthcare Corporation (“IASIS”) from April 2010 until October 2011. Previously, she served as Chief Operating Officer of IASIS from May 2001 until October 2010, and President from May 2004 to April 2010. At IASIS, she was responsible for overseeing all aspects of IASIS’s hospital operations and was responsible for overseeing clinical systems; developing an appropriate mix of quality services, physician relationships, effective staffing and supply utilization; and managing capital investments related to operations. From April 1999 through May 2001, Ms. McRee was Regional Vice President for Province Healthcare Corporation where she oversaw five facilities in Florida, Louisiana and Mississippi. Ms. McRee has more than 35 years of healthcare management experience. Ms. McRee has spent her entire professional career in the healthcare industry. She currently serves on the Board of Directors of Denver School of Nursing. Ms. McRee previously served on the Boards of EDCare, a national emergency room management company owned by Gemini Investors from August 2005 to July 2008, Mid-Western University from July 2000 to August 2004 and All About Women. Ms. McRee is a member of Women Business Leaders of the U.S. HealthCare Industry Foundation, a nonprofit organization that was established in 2001 to address the unique needs of women serving in a senior executive capacity in the U.S. healthcare industry and was a member of the Executive Leadership Team of Go Red for Women.

L. Allen Wheeler – Chairman of the Board

Mr. Wheeler has served as a Director of CareView since January 2006 and on January 1, 2014 became our Chairman of the Board. Mr. Wheeler has been a private investor for over 50 years with interests in nursing homes, banks, cable television, radio stations, real estate and ranching. Currently, Mr. Wheeler owns and operates three Abstract and Title companies in Bryan County, Oklahoma. Mr. Wheeler served on the Board of Directors of Texoma Medical Center from 1994 to 2005 and acted as Chairman of the Board from 2002 to 2005. Mr. Wheeler served as President of the Durant Industrial Authority for numerous years. Mr. Wheeler’s knowledge of the healthcare industry (as it relates to nursing homes), his technical knowledge of the broadcast television industry, and his expertise relative to investments and equity placements, qualifies him as a significant member of our board of directors. Mr. Wheeler earned his B.A. from Southeastern Oklahoma State University. Mr. Wheeler was elected Alumni of the Year of Southeastern Oklahoma State University in 2001.

Jeffrey D. Lightcap – Director

Mr. Lightcap was elected as a Director of CareView on April 21, 2011. Since October 2006, Mr. Lightcap has served as a Senior Managing Director at HealthCor Partners Management, LP, a growth equity investor infocused on late stage venture and early ~~and near~~ commercial stage healthcare companies in the diagnostic, therapeutic ~~medtech,~~ and ~~HCIT~~med tech, sectors. From 1997 to mid-2006, Mr. Lightcap served as a Senior Managing Director at JLL Partners, a leading middle-market private equity firm. Prior to JLL Partners, from 1993 to 1997, Mr. Lightcap served as a Managing Director at Merrill Lynch & Co., Inc. ~~in charge of leverage buyout coverage for Merrill Lynch’s mergers and acquisitions group.~~ Prior to joining Merrill Lynch, Mr. Lightcap was a Senior Vice President in the mergers and acquisitions group at Kidder, Peabody & Co. and briefly at Salomon Brothers. Mr. Lightcap received a B.E. in Mechanical Engineering from the State University of New York at Stony Brook in 1981 and in 1985 received an MBA from the University of Chicago. Mr. Lightcap currently also serves as ~~Chairman of the Board of Directors at Corindus Vascular Robotics, Inc. (NYSE: CVRS), a robotic medical device company and serves as~~ a director of the following companies: Practice Partners in HealthCare, a privately-held company specializing in management and operation of ambulatory surgical centers; Paradigm Spine, LLC, a leader in the field of non-fusion, spinal implant technology; Heartflow Inc., a medical technology company ~~focused on~~redefining the ~~non-invasive diagnosis of coronary artery disease;~~way heart disease is diagnosed and treated; KellBenx, Inc., a prenatal diagnostic technology company; and RTI Surgical, Inc. (Nasdaq: RTIX), a spinal implant company. Mr. Lightcap’s experience with fundraising in the private equity market and his leadership skills exhibited throughout his career make him well-qualified to serve as one of the Company’s directors.

David R. White – Director

David R. White was elected as a director on January 1, 2014. From December 1, 2000 to November 1, 2010, Mr. White served as the Chief Executive Officer of IASIS Healthcare Corporation and he served as the Chief Executive Officer of IASIS Healthcare LLC from December 1, 2000 to October 2010. Mr. White served as the President of IASIS Healthcare Corporation from May 22, 2001 to May 2004 and also served as the President of IASIS Healthcare LLC from May 22, 2001 to May 2004. He served as the President and Chief Executive Officer of LifeTrust, from November 1998 to November 2000. From June 1994 to September 1998, Mr. White served as President of the Atlantic Group at Columbia/HCA, where he was responsible for 45 hospitals located in nine states. He has also served as Regional Vice President of Republic Health Corporation. Previously, Mr. White served as an Executive Vice President and Chief Operating Officer at Community Health Systems, Inc. He was Executive Chairman of Anthelio Healthcare Solutions Inc. from June 2012 to September 2016 and was its Independent Director from July 28, 2011 to September 2016. He has been Chairman of the Board at IASIS Healthcare Corporation since October 1999. He has been a Member of Strategic Advisory Board of Satori World Medical, Inc. since 2011. He was a Director of REACH Health, Inc. from August 30, 2011 to June 2015. He also serves as a director to CareView Communications, Inc. (OTCQB: CRVW), a healthcare technology company. He served as Non-Executive Director at Parkway Holdings Limited from July 15, 2005 to March 8, 2007. Mr. White earned a B.S. in Business Administration from the University of Tennessee in Knoxville, TN in 1970, and an MS in Healthcare Administration from Trinity University in San Antonio, TX in 1973. Mr. White’s lifetime career and knowledge in the healthcare industry makes him well-qualified to serve as a director of the Company.

Steven B Epstein - Director

Steven B. Epstein was elected as a Director of CareView effective as of April 1, 2014. Mr. Epstein is the founder of Epstein Becker & Green, P.C., a leading law firm in health care law with over 250 lawyers in 1211 cities, where he serves as a senior health adviser. Mr. Epstein is a pioneer in the legal specialty known as health care law and provides a wide range of health care organizations and providers with strategic legal guidance responding to the legal challenges and opportunities of the rapidly changing American health care system. Mr. Epstein was instrumental in the acceptance of managed care as the prominent form of health care delivery and has been referred to as the “father of the healthcare [legal] industry”, as stated in Chambers USA. Mr. Epstein received his Bachelor of Arts from Tufts University in 1965, where he was awarded the Tufts University Distinguished Alumni Award and served as a member of the Board of Trustees from 1999-2009. He received his Juris Doctor from Columbia Law School in 1968. He is the recipient of Columbia University’s Distinguished Alumni Award and Columbia Law School’s Medal for Excellence, Columbia Law School’s most prestigious award and served as chairman of the Columbia Law School Board of Visitors from 2002-2015. Mr. Epstein ~~currently also serves~~has previously served as a director of the following ~~companies:~~companies among others: Accumen, Inc., a private lab services company; National Compliance Solutions, Inc.; a private drug and background search company; OrthoSensor, Inc.; a private orthopedic medical device company; ResCare, Inc. a private disability care company and Solis Women’s Health, a private mammography company; and currently serves as a director of Restorix Health, a private wound care company; ~~and Solis Women’s Health,~~Syft, a ~~private mammography~~clinical supply chain software company. Mr. Epstein’s lifetime legal career and knowledge in the healthcare industry makes him well-qualified to serve as a director of the Company.

Dr. James R. Higgins - Director

Dr. James R. Higgins was elected as a director of CareView effective as of April 1, 2014. Dr. Higgins is a cardiologist practicing in Tulsa, Oklahoma. In addition to being boarded in cardiology he has ~~sub specialty~~sub-specialty boards in nuclear cardiology, electrophysiology, invasive cardiology, cardiac CT angiography, echocardiography, carotid and peripheral sonography, pacemakers and defibrillators. He graduated summa cum laude with a BS degree in electrical engineering from South Dakota State University and sum cum laude with a MD degree from the University of Rochester School of Medicine and Dentistry. He was an extern at the Massachusetts General Hospital in Boston, and intern, resident, and chief resident at Barnes Hospital, Washington University, in St. Louis Missouri. His cardiology fellowship was obtained at the University of California, San Francisco, Moffitt and Long Hospital. He was then the Director of research and invasive cardiology at Wilford Hall Medical Center, United States Air Force, San Antonio, Texas. In addition to his busy cardiology practice, Dr. Higgins has started and owns a real estate company, an electronic medical billing company, an oil pipeline supply company, and has a large cattle ranch operation in Oklahoma. He has published more than 300 peer review articles and has multiple patents on medical devices, mainly related to pacemakers and internal defibrillators. Dr. Higgin’s vast experience in the healthcare industry makes him well-qualified to serve as a director of the Company

Kyle Johnson - Director of Engineering

Kyle Johnson has served as our Director of Engineering since August 2006 and is responsible for the design and development of our Room Control Platform and deployment of systems to hospitals. From June 2004 to August 2006, he served as Senior Product Manager of Cadco Systems, a company that specializes in broadband electronic design and manufacturing. As Senior Project Manager, Mr. Johnson managed the design and development of several products including the development of the technology used in the CareView System suite. Mr. Johnson is also one of the inventors on ~~one~~an issued patent for a System and Method for Using a Video Monitoring System to Prevent and Manage Decubitus Ulcers in Patients in the U.S. and an ~~additional pending~~issued patent ~~application~~ for a System and Method for Predicting Falls in the U.S. (the technology underlying CareView’s Virtual Bed Rails). From February 2000 to June 2004, Mr. Johnson served as General Manager and Chief Engineer for 391 Communications, a company that is a service provider to cable and wireless cable companies. Mr. Johnson has been involved in several large-scale deployments of CATV, MMDS, and DBS satellite systems, as well as designing and building numerous CATV/MMDS head-ends for major domestic and foreign CATV/MMDS providers. Mr. Johnson is the son of Steven Johnson, our Chief Executive Officer and President.

Matthew E. Jackson – General Counsel

Mr. Jackson joined CareView in 2012. Mr. Jackson is responsible for all company legal matters including drafting and negotiating contracts, litigation, risk management, labor and employment, corporate securities and corporate governance. Prior to joining the Company, Mr. Jackson practiced as a civil trial lawyer specializing in business litigation and transactional law. Mr. Jackson graduated from the University of Santa Barbara with a Bachelor of Science in Geology and earned his Juris Doctor from Whittier Law School. Mr. Jackson is admitted to practice law in both Texas and California.

Other Directorships

Other than as indicated within this section at Business Experience, none of our directors hold or have been nominated to hold a directorship in any company with a class of securities registered pursuant to Section 12 of the Exchange Act (the “Act”) or subject to the requirements of Section 15(d) of the Securities Act of 1933, or any company registered as an investment company under the Investment Company Act of 1940.

Committees of the Board

Audit Committee

The Audit Committee reviews and discusses the audited consolidated financial statements with management, discusses with our independent registered public accounting firm matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard ~~No.~~ 1301: Communications with Audit Committees, and makes recommendations to the Board of Directors regarding the inclusion of our audited financial statements in this Annual Report on Form 10-K.

Our Audit Committee’s primary function is to provide advice with respect to our financial matters and to assist our Board of Directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The Audit Committee’s primary duties and responsibilities are to: (i) serve as an independent and objective party to monitor our financial reporting process and internal control system, (ii) review and appraise the audit efforts of our independent registered accounting firm, (iii) evaluate our quarterly financial performance as well as its compliance with laws and regulations, (iv) oversee management’s establishment and enforcement of financial policies and business practices, and (v) provide an open avenue of communication among the independent accountants, management and our Board of Directors.

For the year ended December 31, ~~2017,~~2019, and as of the filing date of this Report, our Audit Committee consisted of three members of our Board of Directors, namely Jason Thompson as Chair, Allen Wheeler and Jeffrey Lightcap. Messrs. Thompson and Lightcap are deemed to be financial experts. Although our Board of Directors believes the members of our Audit Committee will exercise their judgment independently, no member is totally free of relationships that, in the opinion of the Board of Directors, might interfere with their exercise of independent judgment as a committee member. The Audit Committee’s Chair and members are to be designated annually by a majority vote of the Board of Directors. Any member may be removed at any time, with or without cause, and vacancies may be filled by a majority vote of the Board of Directors.

Compensation Committee

Our Compensation Committee’s function is to provide assistance to our Board of Directors in fulfilling their responsibility to our shareholders, potential shareholders, and the investment community relating to developing policies and making specific recommendations to the Board of Directors with respect to the direct and indirect compensation of our executive officers. The goal of such policies is to ensure that an appropriate relationship exists between executive pay and the creation of shareholder value, while at the same time motivating and retaining key employees. Our Compensation Committee’s primary duties and responsibilities are to: (i) review and approve our Company’s goals relevant to the compensation of our Chief Executive Officer, evaluate the Chief Executive Officer’s performance with respect to those goals, and set the Chief Executive Officer’s compensation based on that evaluation; (ii) assess the contributions of individual executives and recommend to our Board of Directors levels of salary and incentive compensation payable to them; (iii) compare compensation levels with those of other leading companies in the industry; (iv) grant stock incentives to key employees and administer our stock incentive plans; (v) monitor compliance with legal prohibition on loans to directors and executive officers; and (vi) recommend to our Board of Directors compensation packages for new corporate officers and termination packages for corporate officers as requested.

For the year ended December 31, ~~2017,~~2019, and as of the filing date of this Report, our Compensation Committee consisted of three members of ours Board of Directors, namely Allen Wheeler as Chair, Jeffrey Lightcap and David White. Although our Board of Directors believes the members of our Compensation Committee will exercise their judgment independently, no member is totally free of relationships that, in the opinion of our Board of Directors, might interfere with their exercise of independent judgment as a committee member. Our Compensation Committee’s Chair and members are to be designated annually by a majority vote of our Board. Any member may be removed at any time, with or without cause, and vacancies may be filled by a majority vote of our Board.

Nominating Committee

We do not currently have a Nominating Committee; therefore, our Board, as a whole, identifies director nominees by reviewing the desired experience, mix of skills and other qualities to assure appropriate Board composition, taking into consideration our current Board members and the specific needs of our Company and our Board. Among the qualifications to be considered in the selection of candidates, our Board considers the following attributes and criteria of candidates: experience, knowledge, skills, expertise, diversity, personal and professional integrity, character, business judgment and independence. Our Board recognizes that nominees for the Board should reflect a reasonable diversity of backgrounds and perspectives, including those backgrounds and perspectives with respect to business experience, professional expertise, age, gender and ethnic background. Nominations for the election of directors may be made by any member of the Board.

Our Board will also evaluate whether the nominee’s skills are complementary to the existing Board members’ skills; our Board’s needs for operational, management, financial, technological or other expertise; and whether the individual has sufficient time to devote to the interests of our Company. The prospective Board member cannot be a board member or officer at a competing company nor have relationships with a competing company and must be clear of any investigation or violations that would be perceived as affecting the duties and performance of a director.

Our Board identifies nominees by first evaluating the current members of our Board willing to continue in service. Current members of our Board with skills and experience that are relevant to the business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. If any member of our Board does not wish to continue in service, or if our Board decides not to nominate a member for re-election, our Board identifies the desired skills and experience of a new nominee and discusses with our Board suggestions as to individuals that meet the criteria.

Our Board is comprised of accomplished professionals who represent diverse and key areas of expertise including national business, operations, manufacturing, government, finance and investing, management, entrepreneurship, higher education and science, research and technology. We believe our directors’ wide range of professional experiences and backgrounds; education and skills has proven invaluable to our Company and we intend to continue leveraging this strength.

Board Involvement in Risk Oversight

Our Board of Directors is responsible for oversight of our risk assessment and management process. We believe risk can arise in every decision and action taken by us, whether strategic or operational. Our comprehensive approach is reflected in the reporting processes by which our management provides timely information to our Board of Directors to support its role in oversight, approval and decision-making.

Our Board of Directors closely monitors the information it receives from management and provides oversight and guidance to our management team concerning the assessment and management of risk. Our Board of Directors approves our high-level goals, strategies and policies to set the tone and direction for appropriate risk taking within the business.

Our Board of Directors serving on the Compensation Committee have basic responsibility for oversight of management’s compensation risk assessment, and that committee reports to the Board on its review. Our Board of Directors also delegated tasks related to risk process oversight to our Audit Committee, which reports the results of its review process to our Board of Directors. The Audit Committee’s process includes a review, at least annually, of our internal audit process, including the organizational structure, as well as the scope and methodology of the internal audit process. The Board, as a whole, functions as the nominating committee to oversee risks related to our corporate governance, including director performance, director succession, director education and governance documents.

Code of Business Conduct and Ethics

Our Board of Directors adopted a Code of Business Conduct and Ethics applicable to all of our directors and executive officers. This code is intended to focus the members of our Board of Directors and each executive officer on areas of ethical risk, provide guidance to directors and executive officers to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help foster a culture of honesty and accountability. All members of our Board of Directors and all executive officers are required to sign this code on an annual basis.

Code of Ethics for Financial Executives

Our Board of Directors adopted a Code of Ethics applicable to all financial executives and any other senior officer with financial oversight responsibilities. This code governs the professional and ethical conduct of our financial executives, and directs that they: (i) act with honesty and integrity; (ii) provide information that is accurate, complete, objective, relevant, and timely; (iii) comply with federal, state, and local rules and regulations; (iv) act in good faith with due care, competence and diligence; and (v) respect the confidentiality of information acquired in the course of their work and not use the information acquired for personal gain. All of our financial executives are required to sign this code on an annual basis.

Insider Trading Policy

Our Board of Directors adopted an Insider Trading Policy applicable to all directors and officers. Insider trading generally refers to the buying or selling of a security in breach of a fiduciary duty or other relationship of trust and confidence while in possession of material, non-public information about the security. Insider trading violations may also include ~~‘tipping’~~’tipping’ such information, securities trading by the person ~~‘tipped,~~’tipped,’ and securities trading by those who misappropriate such information. The scope of insider trading violations can be wide reaching. As such, our Insider Trading Policy outlines the definitions of insider trading, the penalties and sanctions determined, and what constitutes material, non-public information. Illegal insider trading is against our policy as such trading can cause significant harm to our reputation for integrity and ethical conduct. Individuals who fail to comply with the requirements of the policy are subject to disciplinary action including dismissal for cause. All members of our Board of Directors and all executive officers are required to ratify the terms of this policy on an annual basis.

Whistleblower Policy

Our Board of Directors adopted a Whistleblower Policy to establish and maintain a complaint program to facilitate (i) the receipt, retention and treatment of complaints received by us regarding our accounting, internal accounting controls, auditing matters or violations of the Code of Conduct and (ii) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. Any person with a concern relating to the Accounting Policies or compliance with our Code of Conduct should submit their concern in writing to the Chair of our Audit Committee. Complaints may be made without fear of dismissal, disciplinary action or retaliation of any kind. We will not discharge, discipline, demote, suspend, threaten or in any manner discriminate against any officer or employee in the terms and conditions of employment based on any lawful actions with respect to (i) good faith reporting of concerns or complaints regarding Accounting Policies, or otherwise specified in Section 806 of the U.S. Sarbanes-Oxley Act of 2002, (ii) compliance with our Code of Conduct or (iii) providing assistance to the Audit Committee, management or any other person or group, including any governmental, regulatory or law enforcement body, investigating a concern.

Related Party Transactions Policy

Our Board of Directors adopted a Related Party Transactions Policy as we recognize that transactions involving related parties present a heightened risk of conflicts of interest and/or improper valuation (or the perception thereof). Therefore, our Board determined that our Audit Committee shall review, approve and, if necessary, recommend to the Board for its approval all related party transactions and any material amendments to such related party transactions. Our Board may determine that a particular related party transaction or a material amendment thereto shall instead be reviewed and approved by a majority of directors disinterested in the related party transaction. No director shall participate in any approval of a related party transaction for which the director is a related party, except that the director shall provide all material information concerning the related party transaction to the committee. Our President is responsible for providing to the Audit Committee, on a quarterly basis, a summary of all payments made by or to us in connection with duly approved related party transactions during the preceding fiscal quarter. The President is responsible for reviewing and approving all payments made by or to us in connection with duly approved related party transactions and shall certify to the Audit Committee that any payments made by or to us in connection with such related party transactions have been made in accordance with the policy. All related party transactions shall be disclosed in our applicable filings as required by the Securities Act of 1933 and the Securities Exchange Act of 1934 and related rules and regulations.

Committee Charters, Corporate Governance Guidelines, and Codes of Ethics

Our Board of Directors adopted charters for the Audit and Compensation Committees describing the authority and responsibilities delegated to each committee. We post on our website the charters of our Audit and Compensation Committees, our Code of Conduct and Ethics, our Code of Ethics for Financial Executive, and any amendments or waivers thereto applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions; and any other corporate governance materials contemplated by SEC regulations. These documents are also available in print to any stockholder requesting a copy in writing from our Secretary at our executive offices set forth in this Report.

Board Meetings and Committees; Annual Meeting Attendance

We held ~~6 (six)~~5 meetings of the Board of Directors during the year ended December 31, ~~2017~~2019 and conducted other business through unanimous written actions.

Indemnification

Section 145 of the Nevada Corporation Law provides in relevant parts as follows:

(1) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(2) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine on application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(3) To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in (1) or (2) of this subsection, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(4) The indemnification provided by this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

The foregoing discussion of indemnification merely summarizes certain aspects of indemnification provisions and is limited by reference to the above discussed sections of the Nevada Corporation Law.

Our Articles of Incorporation and Bylaws provide that we may indemnify to the full extent of its power to do so, all directors, officers, employees, and/or agents. Insofar as indemnification by us for liabilities arising under the Securities Act that may be permitted to our officers and directors pursuant to the foregoing provisions or otherwise, we are aware that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 11.

EXECUTIVE ~~COMPENSATION.~~COMPENSATION.

Summary Compensation Table

The table below shows certain compensation information for services rendered in all capacities for the last two fiscal years ended December 31, ~~2017~~2019 and ~~2016.~~2018. The information includes the dollar value of base salaries, bonus awards, the number of non-qualified stock options (“Options”) granted and certain other compensation, if any, whether paid or deferred.

Name and
Principal Position Year Salary
($) Bonus ($) Stock Awards
($) Option Awards ($)⁽¹⁾ Non-Equity Incentive Plan Compensation
($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation
($) Total
($)
Steven G. Johnson⁽²⁾ 2017 $ 255,112 — — — — — $ 14,100 $ 269,212
(President, CEO, Sec., Treas.) 2016 $ 255,228 — — $ 114,000 — — $ 18,711 $ 387,939

Sandra K McRee⁽³⁾ 2017 $ 215,111 — — $ 50,000 — — $ 4,895 $ 270,006
(COO) 2016 $ 212,507 — — $ 114,000 — — $ 5,145 $ 331,652

L. Allen Wheeler⁽⁴⁾ 2017 — — — — — — — —
(Principal Financial Officer) 2016 — — — — — — — —

Jon E. Freeman⁽⁵⁾ 2017 $ 106,036 — — — — $ 3,062 $ 109,098
Chief Financial Officer (CFO)

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compen-sation ($)		Nonquali-fied Deferred Compen-sation Earnings ($)		All Other Compen-sation ($)		Total ($)
Steven G. Johnson ⁽¹⁾ (President, CEO, Sec., Treas.)		2019	$	250,147		—		—		—		—		—	$	14,537	$	264,684
		2018	$	250,147		—		—		—		—		—	$	14,189	$	264,336

Sandra K McRee ⁽²⁾ (COO)		2019	$	210,146		—		—		—		—		—	$	5,537	$	215,683
		2018	$	210,147		—		—		—		—		—	$	5,189	$	215,336

Jason T. Thompson ⁽³⁾ (Principal Financial Officer)		2019		—		—		—		—		—		—		—		—
		2018		—		—		—		—		—		—		—		—

⁽¹⁾

The valuation methodology used to determine the fair value of the options granted during the year was the Black-Scholes Model. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the weighted average expected life of the options.

For ~~more detail, see~~ ~~NOTE 4~~ ~~of the Notes to Consolidated Financial Statements attached hereto.~~

⁽²⁾

For 2017: Option Awards includes an Option to purchase 666,667 shares of our Common Stock. This Option was awarded for services as a member of the Board of Directors and is included in the Directors Compensation table below.2019: All Other Compensation includes $9,000 for car allowance and ~~$5,110~~$5,537 for health insurance premiums paid on Mr. Johnson’s behalf. For ~~2016:~~2018: All Other Compensation includes $9,000 for car allowance and ~~$9,711~~$5,189 for health insurance premiums paid on Mr. Johnson’s behalf.

⁽³⁾⁽²⁾

For ~~2016: Option Awards includes Options to purchase 2,000,000 shares of our Common Stock.~~2019: All Other Compensation is for health insurance premiums paid on Ms. McRee’s behalf. For ~~2016: Option Awards includes Options to purchase 2,000,000 shares of our Common Stock.~~2018: All Other Compensation is for health insurance premiums paid on Ms. McRee’s behalf.

⁽⁴⁾⁽³⁾

Mr. ~~Wheeler~~Thompson was named Principal Financial Officer and Chief Accounting Officer effective ~~September 6, 2013~~January 1, 2018, upon the resignation of our former CFO. Upon the hiring of Jon E. Freeman as Chief Financial Officer, Mr. Wheeler vacated his position as Principal Financial Officer and Chief Accounting Officer. Option Awards include Options to purchase 666,667 and 150,000 shares of our Common Stock during 2017 and 2016, respectively. These Options were awarded for services as Chairman of the Board of Directors and is included in the Directors Compensation table below.

⁽⁵⁾

For 2017: Option Awards includes Options to purchase 500,000 shares of our Common Stock. On December 29, Mr. Freeman resigned this position as Chief Financial Officer, at which time all Options to purchase share of our Common Stock were canceled.

Outstanding Equity Awards at Fiscal Year End

The table below shows outstanding equity awards for our executive officers as of the fiscal year ended December 31, ~~2017,~~2019, which equity awards consists solely of ten-year, non-qualified stock options (the “Options”). No executive officers have exercised any of their Options.

Option Awards Stock Awards
Name and Office Number of Securities Underlying Unexercised Options
(#) Exercisable Number of Securities Underlying Unexercised Options
(#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#) Option Exercise Price
($) Option Expiry Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested
($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#) Equity Incentive Plan Awards Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Steve G. Johnson
(Pres., CEO, Sec., Treas.)
50,000 ⁽¹⁾ — — $ 0.52 01/05/20 — — — —
50,000 ⁽²⁾ — — $ 0.52 03/25/20 — — — —
666,666 ⁽³⁾ 1,333,334 ⁽³⁾ — $ 0.10 12/27/26 — — — —
— 666,667 ⁽⁴⁾ — $ 0.11 11/30/27 — — — —
Sandra K McRee
(COO)
2,000,000 ⁽⁵⁾ — $ 0.51 11/01/23 — — — —
666,666 ⁽⁶⁾ 333,334 ⁽⁶⁾ — $ 0.53 02/25/25 — — — —
666,666 ⁽³⁾ 1,333,334 (3) — $ 0.10 12/27/26 — — — —
— 2,000,000 ⁽⁷⁾ — $ 0.10 12/04/27 — — — —
L. Allen Wheeler (Principal Financial Officer) 75,000 ⁽¹⁾ — — $ 0.52 01/05/20 — — — —
75,000 ⁽²⁾ — — $ 0.52 03/25/20 — — — —
100,000 ⁽⁸⁾ 50,000 ⁽⁸⁾ — $ 0.53 02/25/25 — — — —
78,432 ⁽⁹⁾ 156,863 ⁽⁹⁾ — $ 0.17 08/31/26 — — — —
— 666,667 ⁽¹⁰⁾ — $ 0.11 11/30/27 — — — —

	Option Awards								Stock Awards
Name and Office		Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercis-able	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiry Date		Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Steve G. Johnson (Pres., CEO, Sec., Treas.)		50,000 ⁽¹⁾	—		—	$	0.52	01/05/20		—		—		—		—
		50,000 ⁽²⁾	—		—	$	0.52	03/25/20		—		—		—		—
		2,000,000 ⁽³⁾	—		—	$	0.10	12/27/26		—		—		—		—
		444,444 ⁽⁴⁾	222,223 ⁽⁴⁾		—	$	0.11	11/30/27		—		—		—		—
Sandra K McRee (COO)		2,000,000 ⁽⁵⁾	—		—	$	0.51	11/01/23		—		—		—		—
		1,000,000 ⁶⁾	—		—	$	0.53	02/25/25		—		—		—		—
		2,000,000 ⁽³⁾	—		—	$	0.10	12/27/26		—		—		—		—
	1,333,334 ⁽⁷⁾		666,666 ⁽⁷⁾		—	$	0.10	12/04/27		—		—		—		—
Jason T. Thompson (Principal Financial Officer)		150,000⁽⁸⁾	—		—	$	0.50	01/02/24		—		—		—		—
		235,295 ⁽⁹⁾	—		—	$	0.17	08/31/26		—		—		—		—
		444,444 ⁽¹⁰⁾	222,223 ⁽¹⁰⁾		—	$	0.06	11/30/27		—		—		—		—

⁽¹⁾

All underlying shares vested on January 6, 2010.

⁽²⁾

All underlying shares vested on December 31, 2010.

⁽³⁾

~~An aggregate of 666,666~~

All underlying shares vested on December 7, ~~2017, and 666,667 vest on each of December 7, 2018 and~~ 2019.

⁽⁴⁾

An aggregate of 222,222 underlying shares vested on each of November 30, 2018 and 2019 and 222,223 underlying shares vest on November 30, 2020. This Option were awarded for services as a member of the Board of Directors .and is included in the Directors Compensation table below.

⁽⁵⁾	All underlying shares vested on November 1, 2016.

⁽⁶⁾	All underlying shares vested on February 25, 2018.

⁽⁷⁾	An aggregate of 666,667 underlying shares vested on each of December 4, 2018 and 2019 and 666,666 vest on December 4, 2020.

⁽⁸⁾	All underlying shares vested on January 2, 2017. This Option were awarded for services as a member of the Board of Directors and is included in the Directors Compensation table below.

⁽⁹⁾	All underlying shares vested on August 31, 2019. This Option were awarded for services as a member of the Board of Directors and is included in the Directors Compensation table below.

⁽¹⁰⁾	An aggregate of 222,222 underlying shares vested on each of November 30, 2018 and 2019 and 222,223 underlying shares vest on November 30, 2020. This Option were awarded for services as a member of the Board of Directors and is included in the Directors Compensation table below.

⁽⁵⁾

~~An aggregate of 666,666 underlying shares vested on November 1, 2014, and 666,667 vested on each of November 1, 2015 and 2016.~~

⁽⁶⁾

~~An aggregate of 333,333 underlying shares vested on each of February 25, 2016 and 2017, and 333,334 vest on February 25, 2018.~~

⁽⁷⁾

~~An aggregate of 666,666 underlying shares vest on December 4, 2018, and 666,667 vested on each of December 4, 2019 and 2020.~~

⁽⁸⁾

An aggregate of 50,000 underlying shares vested on each of February 25, 2016 and 2017 and 50,000 underlying shares vest on February 25, 2018. This Option were awarded for services as Chairman of the Board of Directors and is included in the Directors Compensation table below.

⁽⁹⁾

An aggregate of 78,432 underlying shares vested August 31, 2017, 78,432 underlying shares vest August 31, 2018, and 78,431 underlying shares vest on August 31, 2019. This Option were awarded for services as Chairman of the Board of Directors and is included in the Directors Compensation table below.

⁽¹⁰⁾

An aggregate of 222,222 underlying shares vest on each of November 30, 2018 and 2019, and 222,223 underlying shares vest on November 30, 2020. This Option were awarded for services as a member of the Board of Directors and is included in the Directors Compensation table below.

Employment Agreements with Executive Officers

We have no employment agreements with our executive officers.

Director Compensation

~~We do not~~Our Directors Compensation Policy state that a cash retainer to outside directors shall be paid quarterly in advance as of the first day of each fiscal quarter. Cash retainers shall commence effective as of January 1, 2017, or at such later date as the Company is in a position to pay cash ~~fees~~retainers. No cash retainers were paid in 2019 and 2018 per the terms of the Directors Compensation Policy as the Company was not in a financial position to ~~directors who attend regularly scheduled and special board meetings; however, we may reimburse out-of-state directors for costs associated with travel and lodging to attend~~pay such ~~meetings.~~ cash retainers.

Our directors have also been granted non-qualified stock options from time to time as detailed in the table below. ~~Beginning~~No options were granted to directors in ~~November 2017, and annually in August thereafter, directors will be granted ten-year, non-qualified stock options equal to $40,000 based on the closing price of our Common Stock as reported on~~ ~~www.yahoofinance.com~~ on the date of the quote. Beginning in March 31, 2018 and annually thereafter, our directors will be compensated as follows: All Directors $10,000, Board Chair $3,000, Committee Chairpersons $2,000, and Committee Members $1,000.2019 or 2018.

~~We paid no compensation to our directors for services rendered for the year ended December 31, 2017.~~

The table below shows outstanding equity awards for our directors who are not executive officers, which equity awards consists solely of ten-year, non-qualified stock options. No options have been exercised.

Name Fees Earned or Paid in Cash Stock Awards ($) Option Awards ($)⁽¹⁾ Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($)
L. Allen Wheeler⁽²⁾ $ 52,650 $ 52,650
$ 49,650 $ 49,650
$ 50,700 $ 50,700
$ 24,000 $ 24,000
— — $ 24,000 — — — $ 24,000
Steve G. Johnson⁽³⁾ — — $ 24,000 — — — $ 24,000
Steven B. Epstein⁽⁴⁾ $ 221,500 $ 221,500
$ 16,900 $ 16,900
$ 24,000 $ 24,000
— — $ 24,000 — — — $ 24,000
Dr. James R. Higgins⁽⁵⁾ $ 66,450 $ 66,450
$ 24,000 $ 24,000
— — $ 24,000 — — — $ 24,000
Jeffery C. Lightcap — — — — — — —

Jason T. Thompson⁽⁶⁾ $ 39,000 $ 39,000
$ 24,000 $ 24,000
— — $ 24,000 — — — $ 24,000
David R. White⁽⁷⁾ $ 130,000 $ 130,000
$ 24,000 $ 24,000
— — $ 24,000 — — — $ 24,000

Name	Fees Earned or Paid in Cash		Stock Awards ($)		Option Awards ($)⁽¹⁾		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
L. Allen Wheeler ⁽²⁾					$	52,650							$	52,650
					$	49,650							$	49,650
					$	50,700							$	50,700
					$	24,000							$	24,000
		—		—	$	24,000		—		—		—	$	24,000
Steven B. Epstein ⁽³⁾					$	221,500							$	221,500
					$	16,900							$	16,900
					$	24,000							$	24,000
		—		—	$	24,000		—		—		—	$	24,000
Dr. James R. Higgins ⁽⁴⁾					$	66,450							$	66,450
					$	24,000							$	24,000
		—		—	$	24,000		—		—		—	$	24,000

Jeffery C. Lightcap		—		—		—		—		—		—		—
Jason T. Thompson ⁽⁵⁾					$	39,000							$	39,000
					$	24,000							$	24,000
		—		—	$	24,000		—		—		—	$	24,000
David R. White ⁽⁶⁾					$	130,000							$	130,000
					$	24,000							$	24,000
		—		—	$	24,000		—		—		—	$	24,000

^{_________________________}

⁽¹⁾

The valuation methodology used to determine the fair value of the options granted during the year was the Black-Scholes Model. The Black-Scholes-Merton model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the weighted average expected life of the options. For more detail, see NOTE 4 of the Notes to Consolidated Financial Statements attached hereto.

⁽²⁾

An aggregate of 75,000 underlying shares vested on each of January 6, 2010 and December 31, 2010. An aggregate 50,000 underlying shares vested on each of February 25, 2016, ~~and~~ 2017 and ~~50,000 vest on February 25,~~ 2018. An aggregate of 78,432 underlying shares vested on each of August 31, 2017 ~~78,432 underlying shares vest on August 31,~~and, 2018 and 78,431 underlying shares ~~vest~~vested on August 31, 2019. An aggregate of 222,222 underlying shares ~~vest~~vested on each of November 30, 2018 and 2019 and 222,223 underlying shares vest on November 30, 2020.

⁽³⁾

~~An aggregate of 222,222 underlying shares vest on each of November 30, 2018 and 2019, and 222,223 underlying shares vest on November 30, 2020.~~

⁽⁴⁾

An aggregate of 166,667 underlying shares vested on each of April 1, 2015 and 2016, and 166,666 underlying shares vested on April 1, 2017. An aggregate 16,667 underlying shares vested on each of February 25, 2016 and 2017, and 16,666 underlying shares vested on ~~February 25, 2016, 16,667 underlying shares vested on February 25, 2017, and 16,667 underlying shares vest on each of~~ February 25, 2018. An aggregate of 78,432 underlying shares vested on each of August 31, 2017 ~~78,432 underlying shares vest on August 31,~~and, 2018 and 78,431 underlying shares ~~vest~~vested on August 31, 2019. An aggregate of 222,222 underlying shares ~~vest~~vested on each of November 30, 2018 and 2019 and 222,223 underlying shares vest on November 30, 2020.

⁽⁵⁾⁽⁴⁾

An aggregate of 50,000 underlying shares vested on each of April 1, 2015, 2016 and 2017. An aggregate of 78,432 underlying shares vested on each of August 31, 2017 ~~78,432 underlying shares vest on August 31,~~and, 2018 and 78,431 underlying shares ~~vest~~vested on August 31, 2019. An aggregate of 222,222 underlying shares ~~vest~~vested on each of November 30, 2018 and 2019 and 222,223 underlying shares vest on November 30, 2020.

⁽⁶⁾⁽⁵⁾

An aggregate of 50,000 underlying shares vested on each of ~~April 1,~~January 2, 2015, 2016 and 2017. An aggregate of 78,432 underlying shares vested on each of August 31, 2017 ~~78,432 underlying shares vest on August 31,~~and 2018 and 78,431 underlying shares ~~vest~~vested on August 31, 2019. An aggregate of 222,222 underlying shares ~~vest~~vested on ~~each of~~ November 30, 2018 and 2019 and 222,223 underlying shares vest on November 30, 2020.

⁽⁷⁾⁽⁶⁾

An aggregate of 166,667 underlying shares vested on each of April 1, 2015 and 2016 and 166,666 underlying shares vested on April 1, 2017. An aggregate of 78,432 underlying shares vested on each of August 31, 2017 ~~78,432 underlying shares vest on August 31,~~and 2018 and 78,431 underlying shares ~~vest~~vested on August 31, 2019. An aggregate of 222,222 underlying shares ~~vest~~vested on each of November 30, 2018 and 2019 and 222,223 underlying shares vest on November 30, 2020. ~~From April 1, 2015 through May 31, 2016, Mr. White’s was under contract with us to assist in sales and marketing activities. His compensation for this service was $5,000 per month.~~

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER ~~MATTERS.~~MATTERS.

Beneficial Security Ownership Table

As of the date of this filing, the following table sets forth certain information with respect to the beneficial ownership of our Common Stock by (i) each shareholder known by us to be the beneficial owner of more than five percent (5%) of our Common Stock, (ii) by each of our current directors and executive officers as identified herein, and (iii) all of our directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of Common Stock, except as otherwise indicated. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of Common Stock and non-qualified stock options (“Options”), common stock purchase warrants (“Warrants”), and convertible securities that are currently exercisable or convertible into shares of our Common Stock within sixty (60) days of the date of this document, are deemed to be outstanding and to be beneficially owned by the person holding the Options, Warrants, or convertible securities for the purpose of computing the percentage ownership of the person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise noted, the address for all officers and directors listed below is 405 State Highway 121, Suite B-240, Lewisville, Texas 75067.

Title of Class		Name and Address of Officer and Directors		Amount and Nature of Beneficial Ownership⁽¹⁾		Percent of Class
Common Stock		Steve G. Johnson (Chief Executive Officer, President, Secretary, Treasurer, Director)		~~31,071,981~~49,097,514 ⁽²⁾	~~20.09%~~
~~Common Stock~~	~~L. Allen Wheeler (Chairman of the Board, Principal Financial Officer)~~	~~24,337,828~~ ⁽³⁾ 28.43	~~16.49%~~ %
Common Stock	~~Sandra K. McRee (Chief Operating Officer)~~	~~7,154,272~~ ⁽⁴⁾	~~4.91%~~
~~Common Stock~~	~~Jeffrey C. Lightcap (Director)~~	~~92,913,417~~ ⁽⁵⁾	~~40.00%~~
~~Common Stock~~	~~David R. White (Director)~~	~~848,432~~ ⁽⁶⁾	~~0.61%~~
~~Common Stock~~	Jason T. Thompson (Director and Chief Accounting Officer, Principal Financial Officer)	~~3,187,833~~ ⁽⁷⁾	~~2.25%~~4,393,271 ⁽³⁾			3.07	%
Common Stock		L. Allen Wheeler (Chairman of the Board		27,023,897 ⁽⁴⁾			17.98	%
Common Stock		Sandra K. McRee (Chief Operating Officer)		10,541,801 ⁽⁵⁾			7.07	%
Common Stock		Jeffrey C. Lightcap (Director)		52,798,066 ⁽⁶⁾			27.47	%
Common Stock		David R. White (Director)		1,449,739 ⁽⁷⁾			1.03	%
Common Stock		Steven B. Epstein (Director)		~~5,301,272~~7,914,078 ⁽⁸⁾	~~3.71%~~		5.44	%
Common Stock		Dr. James R. Higgins (Director)		~~23,302,659~~33,567,665 ⁽⁹⁾	~~15.37%~~		20.77	%
Common Stock		All Officers & Directors as a Group (8 persons)		~~188,117,694~~186,786,031 ⁽¹⁰⁾	~~66.95%~~
	~~Name and Address of Shareholders~~			66.85	%

~~Common Stock~~

~~Robert J. Smith~~

~~13650 Fiddlesticks Blvd., Suite 202-324~~

~~Ft. Myers, FL 33912~~

~~9,590,506~~ ^(11)(1)

~~6.88%~~

~~______________~~

⁽¹⁾

Unless otherwise noted, we believe that all shares are beneficially owned and that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock owned by them. Applicable percentage of ownership is based on 139,380,748 shares of Common Stock currently outstanding, as adjusted for each shareholder.

⁽²⁾

This amount includes (i) 208,977 shares directly owned by Johnson, (ii) ~~766,667~~2,544,444 shares due to Johnson upon exercise of vested Options, (iii) 550,001 shares due to Johnson upon exercise of vested warrants, (iv) ~~13,984,720~~30,232,476 shares that may be acquired upon conversion of convertible debt (including interest paid in kind through ~~May 30, 2018)~~March 31, 2020), and (v) 15,561,616 shares beneficially owned by SJ Capital, LLC, a company controlled by Johnson. The percentage of class for Johnson is based on ~~154,682,136~~172,707,669 shares which would be outstanding if all of Johnson’s vested Options and Warrants were exercised and convertible debt was converted.

⁽³⁾

This amount includes (i) 737,500 shares directly owned by Thompson, (ii) 829,739 shares due to Thompson upon exercise of vested Options, (iii) 55,769 shares due to Thompson upon exercise of vested warrants, and (iv) 2,770,263 shares that may be acquired upon conversion of convertible debt (including interest paid in kind through March 31, 2020). The percentage of class for Thompson is based on 143,036,519 shares which would be outstanding if all of Thompson’s vested Options and Warrants were exercised and convertible debt was converted.

⁽⁴⁾

This amount includes (i) 1,856,345 shares directly owned by Wheeler, (ii) ~~378,432~~979,739 shares due to Wheeler upon exercise of Options, (iii) 382,692 shares due to Wheeler upon exercise of vested warrants (iv) ~~7,486,323~~9,571,085 shares that may be acquired upon conversion of convertible debt (including interest paid in kind through ~~May 30,2018)~~March 31, 2020), (v) 14,201,820 shares beneficially owned by Dozer Man, LLC, an entity controlled by Wheeler, and (vi) 32,216 shares beneficially owned by Global FG, LLC, an entity of which Wheeler owns 50%. The percentage of class for Wheeler is based on ~~147,628,195~~150,314,264 shares which would be outstanding if all of Wheeler’s vested Options and Warrants were exercised and convertible debt was converted.

⁽⁴⁾⁽⁵⁾

This amount includes (i) 750,000 shares directly owned by McRee, (ii) ~~3,666,667~~6,333,334 shares due to McRee upon exercise of vested Options, (iii) 148,076 shares due to McRee upon exercise of vested warrants, and (iv) ~~2,589,529~~3,310,391 shares that may be acquired upon conversion of convertible debt (including interest paid in kind through ~~May 30,2018)~~March 31, 2020). The percentage of class for McRee is based on ~~145,785,020~~149,172,549 shares which would be outstanding if all of McRee’s vested Options and Warrants were exercised and convertible debt was converted.

⁽⁵⁾⁽⁶⁾

HealthCor Management, LP, HealthCor Associates, LLC, HealthCor Hybrid Offshore Master Fund, LP, HealthCor Hybrid Offshore GP, LLC, HealthCor Group, LLC, HealthCor Partners Management, L.P., HealthCor Partners Management GP, LLC, HealthCor Partners Fund, LP, HealthCor Partners, LP HealthCor Partners GP, LLC, and Jeffrey C. Lightcap (collectively, the Reporting Persons), beneficially own an aggregate of ~~92,913,417~~52,798,066 shares, representing (i) ~~9,860,998~~46,689,413 shares that may be acquired upon conversion of convertible debt (including interest paid in kind through ~~May 30, 2018),~~March 31, 2020) and (ii) 20,977,387 shares that may be acquired upon conversion of the 2014 Notes, (iii) 8,306,877 shares that may be acquired upon conversion of the 2012 Notes, (iv) 35,876,643 shares that may be acquired upon conversion of the 2011 Notes, and (v) 17,891,5126,108,653 shares that may be acquired upon exercise of Warrants. The amounts detailed above include (i) 493,269 shares due to Lightcap upon exercise of vested Warrants and (ii) ~~7,038,352~~17,028,142 shares that may be acquired upon conversion of convertible debt (including interest paid in kind through ~~May 30, 2018)~~March 31, 2020). The percentage of class for Reporting Persons and Lightcap as an individual is based on ~~232,294,165~~192,178,814 shares which would be outstanding if the Reporting Persons notes and convertible debt held by Lightcap were converted and all Warrants held by the Reporting Persons and Lightcap were exercised.

⁽⁶⁾⁽⁷⁾

This amount includes (i) ~~578,432~~270,000 shares directly owned by White (ii) 1,179,739 shares due to White upon exercise of vested Options. The percentage of class for White is based on ~~139,959,180~~140,560,487 shares which would be outstanding if all of White’s vested Options were exercised.

⁽⁷⁾

This amount includes (i) 737,500 shares directly owned by Thompson, (ii) 228,432 shares due to Thompson upon exercise of vested Options, (iii) 55,769 shares due to Thompson upon exercise of vested warrants, and (iv) 2,166,132 shares that may be acquired upon conversion of convertible debt (including interest paid in kind through May 30, 2018). The percentage of class for Thompson is based on 141,831,081 shares which would be outstanding if all of Thompson’s vested Options and Warrants were exercised and convertible debt was converted.

⁽⁸⁾

This amount includes (i) 1,780,000 shares directly owned by Epstein, (ii) ~~611,765~~1,229,739 shares due to Epstein upon exercise of vested Options, (iii) 178,846 shares due to Epstein upon exercise of vested warrants, and (iv) ~~2,730,661~~4,725,493 shares that may be acquired upon conversion of convertible debt (including interest paid in kind through ~~May 30, 2018)~~March 31, 2020). The percentage of class for Epstein is based on ~~142,902,020~~145,514,826 shares which would be outstanding if all of Epstein’s vested Options and Warrants were exercised and convertible debt was converted.

⁽⁹⁾

This amount includes (i) 4,731,445 shares directly owned by Higgins, (ii) 1,361,538 shares jointly owned by Higgins and his wife, (iii) ~~5,012,229~~5,270,484 shares held in trust by Higgins’ wife, (iv) ~~228,432~~829,739 shares due to Higgins upon exercise of vested Options, (v) ~~432,692~~682,692 shares due to Higgins upon exercise of vested warrants, and (vi) ~~11,536,323~~19,691,767 shares that may be acquired upon conversion of convertible debt (including interest paid in kind through ~~May 30,2018)~~March 31, 2020). The percentage of class for Higgins is based on ~~151,578,195~~161,584,946 shares which would be outstanding if all of ~~Higgins'~~Higgins’ vested Options and Warrants were exercised and convertible debt was converted.

⁽¹⁰⁾

This amount includes all shares directly and beneficially owned by all officers and directors and all shares to be issued directly and beneficially upon exercise of vested shares under Options and Warrants and upon conversion of convertible securities. The percentage of class for all officers and directors is based on ~~280,994,756~~279,404,838 shares which would be outstanding if all the aforementioned Options, Warrants and convertible securities were exercised or converted.

⁽¹¹⁾

This amount includes: (i) 265,000 shares directly owned by Smith, (ii) 60,000 shares held in trust for Smith’s minor children, (iii) 6,210,723 shares beneficially owned by Plato & Associates, LLC, a company controlled by Smith, and (iv) 3,054,783 shares beneficially owned by Energy Capital, LLC, a company controlled by Smith. The percentage of class for Smith is based on 139,380,748 shares which would be outstanding if all Warrants owned by Plato & Associates, LLC were exercised.

Under Rule 144 promulgated under the Securities Act, our officers, directors and beneficial shareholders may sell up to one percent (1%) of the total outstanding shares (or an amount of shares equal to the average weekly reported volume of trading during the four calendar weeks preceding the sale) every three months provided that (1) current public information is available about our Company, (2) the shares have been fully paid for at least one year, (3) the shares are sold in a broker’s transaction or through a market-maker, and (4) the seller files a Form 144 with the SEC if seller is an affiliate.

Section 16(a) Beneficial Ownership Reporting Compliance

During the year ended December 31, ~~2017,~~2019, we acknowledge that none of our officers or directors failed to file on a timely basis certain ownership forms required by Section 16(a) of the Exchange Act.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR ~~INDEPENDENCE.~~INDEPENDENCE.

Exclusive of the ~~Fifth Amendment discussed above~~participation of certain funding activity in ~~Item 7,~~February and July 2018 and May 2019 (for more detail, see NOTE 11 of the Notes to Consolidated Financial Statements attached hereto), none of our directors, officers or principal shareholders, nor any associate or affiliate of the foregoing, has any interest, direct or indirect, in any transaction or in any proposed transaction, which materially affected us during the year ended December 31, ~~2017.~~2019.

Related Party Transactions Policy

As indicated hereinabove, our Board of Directors adopted a Related Party Transactions Policy and all related party transactions have been disclosed in our applicable filings as required by the Securities Act of 1933 and the Securities Exchange Act of 1934 and related rules and regulations.

Director Independence

Although our Board of Directors believes that our directors will exercise their judgment independently, no director is totally free of relationships that, in the opinion of the Board of Directors, might interfere with their exercise of independent judgment as a director.

Promoters and Certain Control Persons

None.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND ~~SERVICES.~~SERVICES.

Audit Fees. The aggregate amount expected to be billed for professional services rendered by BDO USA, LLP (“BDO”) for the ~~2017~~2019 quarterly reviews and the annual audit for the year ended December 31, ~~2017~~2019 is ~~$285,000.~~$280,000. BDO billed us ~~$273,735~~$280,000 for professional services rendered for the annual audit for the year ended December 31, ~~2016~~2018 and for quarterly review of our financial statements for ~~2016,~~2018, and other services that are normally provided by an accountant in connection with statutory and regulatory filings or engagements for the fiscal year.

Tax Fees. The aggregate amount expected to be billed for tax return preparation for the year ended December 31, ~~2017~~2019 rendered by BDO is ~~$35,500.~~$36,000. BDO billed us ~~$38,700~~$39,936 for tax return preparation for the year ended December 31, ~~2016.~~2018.

All Other Fees. We incurred no other fees for the years ended December 31, ~~2017~~2019 and ~~2016.~~2018.

The Audit Committee of our Board of Directors adopted a policy requiring that it pre-approve all fees paid to our independent registered public accounting firm, regardless of the type of service. All non-audit services were reviewed with the Audit Committee, which concluded that the provision of such services by BDO USA, LLP was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT ~~SCHEDULES.~~SCHEDULES.

Exhibit No.	Date of Document	Name of Document
~~3.8~~3.08	11/06/07	Notice of Conversion filed in State of Nevada (to convert CareView Communications, Inc. from a California corporation to a Nevada corporation) ⁽¹⁾
~~3.9~~ 3.09	11/06/07	Articles of Incorporation for CareView Communications, Inc. filed in State of Nevada⁽¹⁾
~~3.12~~3.10	06/26/19	Certificate of Amendment to Articles of Incorporation of CareView Communications, Inc. (incorporated herein by reference to Exhibit 3.01 to the Company’s Current Report on Form 8-K filed on June 27, 2019 (File No. 000-54090))
3.11	n/a	Bylaws of CareView Communications, Inc., a Nevada corporation⁽¹⁾
~~10.00~~	~~02/28/05~~		~~Subscription and Investor Rights Agreement~~⁽¹⁾
~~10.01~~	~~n/a~~		~~Products and Services Agreement (a/k/a Hospital Agreement), form of~~⁽¹⁾
~~10.09~~	~~12/03/07~~		~~CareView Communications, Inc. 2007 Stock Incentive Plan~~⁽¹⁾
~~10.10~~	~~12/03/07~~		~~Non-Qualified Stock Option, form of~~⁽¹⁾
~~10.11~~	~~12/13/07~~		~~Audit Committee Charter~~⁽¹⁾
~~10.12~~	~~12/13/07~~		~~Compensation Committee Charter~~⁽¹⁾
~~10.14~~	~~02/13/08~~		~~Advisory Board Charter~~⁽¹⁾
~~10.42~~	~~09/11/09~~		~~CareView Communications, Inc. 2009 Stock Incentive Plan~~⁽¹⁾
~~10.43~~	~~10/01/09~~		~~Commercial Lease Agreement (for Lewisville location)~~ ⁽¹⁾
~~10.44~~	~~11/16/09~~		~~Rockwell JV – Master Investment Agreement~~⁽¹⁾
~~10.45~~	~~11/16/09~~		~~Rockwell JV – Project Hospital Contract Assignment, form of~~⁽¹⁾
~~10.46~~	~~11/16/09~~		~~Rockwell JV – Project Escrow Deposit Agreement, form of~~⁽¹⁾
~~10.47~~	~~11/16/09~~		~~Rockwell JV – Limited License of Intellectual Property Rights, form of~~⁽¹⁾
~~10.48~~	~~11/16/09~~		~~Rockwell JV – Project Note, form of~~ ⁽¹⁾
~~10.49~~	~~11/16/09~~		~~Rockwell JV – Amended and Restated Project Note, form of~~⁽¹⁾
~~10.50~~	~~11/16/09~~		~~Rockwell JV – Project LLC Operating Agreement, form of~~⁽¹⁾
~~10.51~~	~~11/16/09~~		~~Rockwell JV – Project Security Agreement, form of~~⁽¹⁾
~~10.52~~	~~11/16/09~~		~~Rockwell JV – Project Services Subcontract Agreement, form of~~⁽¹⁾
~~10.53~~	~~11/16/09~~		~~Rockwell JV – Project Warrant, form of~~⁽¹⁾
~~10.62~~	~~06/29/10~~		~~First Amendment to Commercial Lease Agreement~~⁽¹⁾
~~10.72~~3.12	04/~~21/11~~	~~Note and Warrant Purchase Agreement between the Company and HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP~~⁽⁴⁾
~~10.73~~	~~04/21/11~~		~~Senior Secured Convertible Note of the Company payable to HealthCor Partners Fund, LP~~⁽⁴⁾
~~10.74~~11/19	~~04/21/11~~	~~Senior Secured Convertible Note~~Amendments to the Bylaws of ~~the Company payable to HealthCor Hybrid Offshore Master Fund, LP~~⁽⁴⁾
~~10.75~~	~~04/21/11~~		~~Warrant to Purchase 5,488,456 shares of the Company issued to HealthCor Partners Fund, LP~~⁽⁴⁾
~~10.76~~	~~04/21/11~~		~~Warrant to Purchase 6,293,403 shares of the Company issued to HealthCor Hybrid Offshore Master Fund, LP~~⁽⁴⁾
~~10.77~~	~~04/21/11~~		~~Registration Rights Agreements between the Company and HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP~~⁽⁴⁾
~~10.78~~	~~04/21/11~~		~~Pledge and Security Agreement between the Company and HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP~~⁽⁴⁾
~~10.79~~	~~04/21/11~~		~~Intellectual Property Security Agreement between the Company and HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP~~⁽⁴⁾
~~10.83~~	~~08/31/11~~		~~Loan and Security Agreement between Comerica Bank and Bridge Bank and~~ CareView Communications, Inc., a Nevada corporation ~~CareView Communications, Inc., a Texas corporation, and CareView Operations, LLC, a Texas limited liability company~~⁽⁶⁾(incorporated herein by reference to the Company’s Current Report on Form 8-K filed on May 20, 2019 (File No. 000-54090))
~~10.84~~	~~08/31/11~~		~~Prime Referenced Rated Addendum between the Company and Comerica Bank as Collateral Agent for the Banks~~⁽⁶⁾
~~10.85~~	~~08/31/11~~		~~Subordination Agreement between Comerica Bank and HealthCor Partners Fund, L.P. and HealthCor Hybrid Offshore Master Fund, L.P.~~ ⁽⁶⁾
~~10.86~~	~~08/31/11~~		~~Intellectual Property Security Agreement, form of~~⁽⁶⁾
~~10.87~~	~~08/31/11~~		~~Warrant issued to Comerica Bank to purchase 714,286 shares of the Company’s Common Stock~~⁽⁶⁾
~~10.88~~	~~08/31/11~~		~~Warrant issued to Bridge Bank to purchase 714,286 shares of Company’s Common Stock~~⁽⁶⁾
~~10.90~~	~~12/31/11~~		~~Note and Warrant Amendment Agreement with HealthCor~~⁽⁸⁾

~~10.91~~	~~01/09/12~~	~~Binding Term Sheet with HealthCor~~⁽⁹⁾
~~10.92~~	~~12/31/11~~	~~Note and Warrant Amendment Agreement~~⁽²⁾
~~10.94~~	~~01/31/12~~	~~Second Amendment to Note and Warrant Purchase Agreement~~⁽¹⁰⁾
~~10.95~~	~~01/31/12~~	~~Senior Secured Convertible Note of the Company payable to HealthCor Partners Fund, LP~~⁽¹⁰⁾
~~10.96~~	~~01/31/12~~	~~Senior Secured Convertible Note of the Company payable to HealthCor Hybrid Offshore Master Fund, LP~~⁽¹⁰⁾
~~10.97~~	~~01/31/12~~	~~First Amendment to Loan and Security Agreement among the Company, certain of its subsidiaries, Comerica Bank and Bridge Bank, National Association~~⁽¹⁰⁾
~~10.98~~	~~01/31/12~~	~~Amendment to and Affirmation of Subordination Agreement~~⁽¹⁰⁾
~~10.100~~	~~n/a~~	~~Insider Trading Policy, form of~~⁽¹¹⁾
~~10.101~~	~~n/a~~	~~Whistleblower Policy~~⁽¹¹⁾
~~10.102~~	~~n/a~~	~~Related Party Transactions Policy~~⁽¹¹⁾
~~10.106~~	~~03/20/11~~	~~Master Agreement with Health Management Associates, Inc.~~ ⁽¹⁵⁾
~~10.108~~	~~03/27/13~~	~~Securities Purchase Agreement, form of~~⁽¹⁶⁾
~~10.109~~	~~n/a~~	~~Common Stock Purchase Warrant, form of~~⁽¹⁶⁾
~~10.111~~	~~01/15/13~~	~~Second Amendment to Loan and Security Agreement among the Company, certain of its subsidiaries, Comerica Bank and Bridge Bank, National Association~~⁽¹⁷⁾
~~10.112~~	~~01/15/13~~	~~Amendment to and Affirmation of Subordination Agreement~~⁽¹⁷⁾
~~10.113~~	~~05/24/13~~	~~Extension of Maturity Date for Promissory Note and Investment Interest (related to Hillcrest)~~ ⁽¹⁸⁾
~~10.114~~	~~07/19/13~~	~~Extension of Maturity Date for Promissory Note and Investment Interest (related to Saline)~~ ⁽¹⁸⁾
~~10.115~~	~~08/20/13~~	~~Third Amendment to Note and Warrant Purchase Agreement between the Company and HealthCor~~⁽¹⁹⁾
~~10.116~~	~~08/20/13~~	~~Third Amendment to Loan and Security Agreement among the Company, certain of its subsidiaries, Comerica Bank and Bridge Bank, National Association~~⁽¹⁹⁾
~~10.117~~	~~08/20/13~~	~~Affirmation of Subordination Agreement~~⁽¹⁹⁾
~~10.119~~	~~12/31/13~~	~~Separation Agreement and General Release between the Company and Samuel A. Greco~~⁽²¹⁾
~~10.120~~	~~12/31/13~~	~~Consulting Agreement between the Company and Samuel A. Greco (attached as Exhibit “A” to Separation Agreement and General Release (Exhibit 10.119 herein))~~⁽²¹⁾
~~10.121~~	~~12/31/13~~	~~Resignation of Samuel A. Greco (attached as Exhibit “A” to Separation Agreement and General Release (Exhibit 10.119 herein))~~⁽²¹⁾
~~10.122~~	~~12/31/13~~	~~Warrant, form of (attached as Exhibit “C” to Separation Agreement and General Release (Exhibit 10.119 herein))~~⁽²¹⁾
~~10.123~~	~~06/21/10~~	~~Indemnification Agreement between the Company and Samuel A. Greco (attached as Exhibit “D” to Separation Agreement and General Release (Exhibit 10.119 herein))~~⁽²¹⁾
~~10.124~~	~~12/31/13~~	~~Resignation of Tommy G. Thompson~~⁽²¹⁾
~~10.126~~	~~01/16/14~~	~~Fourth Amendment to Note and Warrant Purchase Agreement between the Company and HealthCor~~⁽²²⁾
~~10.127~~	~~01/16/14~~	~~Fourth Amendment to Loan and Security Agreement among the Company, certain of its subsidiaries, Comerica Bank and Bridge Bank, National Association~~⁽²²⁾
~~10.128~~	~~01/16/14~~	~~2014 Supplemental Closing Note of the Company payable to HealthCor Partners Fund, LP~~⁽²²⁾
~~10.129~~	~~01/16/14~~	~~2014 Supplemental Closing Note of the Company payable to HealthCor Hybrid Offshore Master Fund, LP~~⁽²²⁾
~~10.130~~	~~01/16/14~~	~~2014 Supplemental Warrant issued to HealthCor Partners Fund, LP to purchase 1,863,200 shares of the Company’s Common Stock~~⁽²²⁾
~~10.131~~	~~01/16/14~~	~~2014 Supplemental Warrant issued to HealthCor Hybrid Offshore Master Fund, LP to purchase 2,136,800 shares of the Company’s Common Stock~~⁽²²⁾
~~10.132~~	~~01/16/14~~	~~Amendment to and Affirmation of Subordination Agreement~~⁽²²⁾
~~10.133~~	~~01/16/14~~	~~Replacement 2011 Senior Secured Convertible Note of the Company payable to HealthCor Partners Fund, LP~~⁽²²⁾
~~10.134~~	~~01/16/14~~	~~Replacement 2011 Senior Secured Convertible Note of the Company payable to HealthCor Hybrid Offshore Master Fund, LP~~⁽²²⁾
~~10.135~~	~~01/16/14~~	~~Replacement 2012 Senior Secured Convertible Note of the Company payable to HealthCor Partners Fund, LP~~⁽²²⁾


~~10.136~~	~~01/16/14~~	~~Replacement 2012 Senior Secured Convertible Note of the Company payable to HealthCor Hybrid Offshore Master Fund, LP~~⁽²²⁾
~~10.137~~	~~12/04/14~~	~~Fifth Amendment to Note and Warrant Purchase Agreement between the Company and HealthCor~~⁽²³⁾
~~10.138~~	~~12/04/14~~	~~Form of Fifth Amendment Supplemental Closing Note~~⁽²³⁾
~~10.139~~	~~12/04/14~~	~~Form of Fifth Amendment Supplemental Warrant~~⁽²³⁾
~~10.140~~	~~12/04/14~~	~~Amended Pledge and Security Agreement between the Company and HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP~~⁽²⁵⁾
~~10.141~~	~~12/04/14~~	~~Amended Intellectual Property Security Agreement between the Company and HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP~~⁽²⁵⁾
~~10.142~~	~~02/19/15~~	~~Extension of Maturity Date for Promissory Note and Investment Interest (related to Hillcrest)~~⁽²⁵⁾
~~10.143~~	~~02/19/15~~	~~Extension of Maturity Date for Promissory Note and Investment Interest (related to Saline)~~⁽²⁵⁾
~~10.144~~	~~02/25/15~~	~~CareView Communications, Inc. 2015 Stock Option Plan~~⁽²⁴⁾
~~10.145~~	~~03/31/15~~	~~Sixth Amendment to Note and Warrant Purchase Agreement between the Company and HealthCor Funds~~⁽²⁵⁾
~~10.146~~	~~03/31/15~~	~~Sixth Amendment Supplemental Warrant, form of~~⁽²⁵⁾
~~10.147~~	~~06/26/15~~	~~Credit Agreement between the Company and PDL BioPharma, Inc.~~⁽²⁶⁾
~~10.148~~	~~06/26/15~~	~~Subordination and Intercreditor Agreement between the Company, PDL BioPharma, Inc., the HealthCor Funds and the Second Lien Claimholders~~⁽²⁶⁾
~~10.149~~	~~06/26/15~~	~~Guarantee and Collateral Agreement between the Company and PDL BioPharma, Inc.~~ ⁽²⁶⁾
~~10.150~~	~~06/26/15~~	~~Registration Rights Agreement between the Company and PDL BioPharma, Inc.~~ ⁽²⁶⁾
~~10.151~~	~~06/26/15~~	~~Warrant to purchase 4,444,445 shares of the Company’s common stock issued to PDL BioPharma, Inc.~~ ⁽²⁶⁾
~~10.152~~	~~06/26/15~~	~~Seventh Amendment to Note and Warrant Purchase Agreement between the Company and the HealthCor Funds and the Investors named therein~~⁽²⁶⁾
~~10.153~~	~~06/26/15~~	~~Amendment to Registration Rights Agreement the Company and the HealthCor Fund~~⁽²⁶⁾
~~10.154~~	~~10/07/15~~	~~First Amendment to Credit Agreement between the Company and PDL BioPharma, Inc.~~ ⁽²⁷⁾
~~10.155~~	~~10/07/15~~	~~Tranche One Term Note in the Principal amount of $20 million issued to PDL BioPharma, Inc.~~⁽²⁷⁾
~~10.156~~	~~10/17/15~~	~~Amended and Restated Warrant to purchase 4,444,445 shares of the Company’s common stock issued to PDL BioPharma, Inc.~~⁽²⁷⁾
~~10.157~~	~~01/13/17~~	~~Settlement and LLC Interest Purchase Agreement between the Company and Rockwell Holdings I, LLC~~⁽²⁸⁾
~~10.158~~	~~01/13/17~~	~~Interest Transfer Agreement between the Company and Rockwell Holdings I, LLC~~⁽²⁸⁾
~~10.159~~	~~01/13/17~~	~~CareView Communications Inc. Promissory Note to Rockwell Holdings I, LLC~~⁽²⁸⁾
~~10.160~~	~~01/13/17~~	~~Amended Warrant to Rockwell Holdings I, LLC~~⁽²⁸⁾
~~10.161~~	~~12/28/17~~	Binding Forbearance Term Sheet by and among the Company, CareView Communications, Inc., a Texas corporation, CareView Operations, L.L.C., a Texas limited liability company, and PDL Investment Holdings, LLC*
~~10.162~~10.01	02/02/18	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 Investment Holdings, LLC ⁽²⁹⁾(incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 2, 2018 (File No. 000-54090))
~~10.163~~10.02	02/02/18	Second Amended and Restated Warrant to Purchase Common Stock of the Company, issued to PDL Investment Holdings, LLC⁽²⁹⁾(incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 2, 2018 (File No. 000-54090))
~~10.164~~10.03	02/02/18	Amended and Restated Registration Rights Agreement by and between the Company and PDL Investment Holdings, ~~LLC~~⁽²⁹⁾LCC (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 2, 2018 (File No. 000-54090))
~~10.165~~10.04	02/02/18	Consent and Amendment to Note and Warrant Purchase Agreement and Subordination and Intercreditor Agreement by and among the Company, CareView Communications, Inc., a Texas corporation, PDL Investment Holdings, LLC and the note investors signatory to the Note and Warrant Purchase Agreement, as amended⁽²⁹⁾(incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on February 2, 2018 (File No. 000-54090))
~~10.166~~10.05	02/02/18	Consent to Credit Agreement by and among the Company, CareView Communications, Inc., a Texas corporation, and PDL Investment Holdings, LLC⁽²⁹⁾(incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on February 2, 2018 (File No. 000-54090))
~~10.167~~10.06	02/02/18	Amendment to Promissory Note to Rockwell Holdings I, LLC⁽²⁹⁾ (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on February 2, 2018 (File No. 000-54090))
~~10.168~~10.07	02/02/18	Amendment to Common Stock Purchase Warrant issued to Rockwell Holdings I, LLC⁽²⁹⁾ (

incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on February 2, 2018 (File No. 000-54090))


~~10.169~~10.08	02/23/18	Eighth Amendment to Note and Warrant Purchase Agreement, among the Company HealthCor Partners Fund LP, HealthCor Hybrid Offshore Master Fund, LP and the investors party thereto⁽³⁰⁾(incorporated herein by reference to Exhibit 10.34 to the Company’s Current Report on Form 8-K filed on February 26, 2018 (File No. 000-54090))
~~10.170~~10.09	02/23/18	Form of Eighth Amendment Supplemental Closing Note⁽³⁰⁾(incorporated herein by reference to Exhibit 10.35 to the Company’s Current Report on Form 8-K filed on February 26, 2018 (File No. 000-54090))
~~10.171~~10.10	02/23/18	Form of Eighth Amendment Supplemental Warrant⁽³⁰⁾(incorporated herein by reference to Exhibit 10.36 to the Company’s Current Report on Form 8-K filed on February 26, 2018 (File No. 000-54090))
~~10.172~~10.11	02/23/18	Second Amendment to Credit Agreement, by and among the Company, CareView Communications, Inc., and PDL Investment Holding, LLC⁽³⁰⁾(incorporated herein by reference to Exhibit 10.37 to the Company’s Current Report on Form 8-K filed on February 26, 2018 (File No. 000-54090))

10.12	05/31/18	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 Investment Holdings, LLC (incorporated herein by reference to Exhibit 10.05 to the Company’s Current Report on Form 8-K filed on June 4, 2018 (File No. 000-54090))
~~14.00~~10.14	~~n/a~~ 06/14/18	~~2010 Code of Business Conduct~~Second Amendment to Modification Agreement, by and ~~Ethics, form of~~⁽¹⁾among the Company, CareView Communications, Inc., a Texas corporation, CareView Operations, L.L.C., a Texas limited liability company, and PDL Investment Holdings, LLC (incorporated herein by reference to Exhibit 10.06 to the Company’s Current Report on Form 8-K filed on June 15, 2018 (File No. 000-54090))
~~14.01~~10.15	~~n/a~~ 06/28/18	~~2010 Code~~Third 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 Investment Holdings, LLC (incorporated herein by reference to Exhibit 10.08 to the Company’s Current Report on Form 8-K filed on July 5, 2018 (File No. 000-54090))
10.16	07/10/18	Ninth Amendment to Note and Warrant Purchase Agreement, among the Company HealthCor Partners Fund LP, HealthCor Hybrid Offshore Master Fund, LP 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 July 11, 2018 (File No. 000-54090))
10.17	07/13/18	Tenth Amendment to Note and Warrant Purchase Agreement, among the Company HealthCor Partners Fund LP, HealthCor Hybrid Offshore Master Fund, LP and the investors party thereto (incorporated herein by reference to Exhibit 10.53 to the Company’s Current Report on Form 8-K filed on July 16, 2018 (File No. 000-54090))
10.18	07/13/18	Form of ~~Business Ethics for Financial Executives, form~~Tenth Amendment Supplemental Closing Note (incorporated herein by reference to Exhibit 10.54 to the Company’s Current Report on Form 8-K filed on July 16, 2018 (File No. 000-54090))
10.19	07/13/18	Third Amendment to Credit Agreement, by and among the Company, CareView Communications, Inc., a Texas corporation, and PDL Investment Holdings, LLC (incorporated herein by reference to Exhibit 10.55 to the Company’s Current Report on Form 8-K filed on July 16, 2018 (File No. 000-54090))
10.20	08/31/18	Fourth 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 Investment Holdings, LLC (incorporated herein by reference to Exhibit 10.09 to the Company’s Current Report on Form 8-K filed on September 5, 2018 (File No. 000-54090))
10.21	09/28/18	Fifth 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 Investment Holdings, LLC (incorporated herein by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on October 4, 2018 (File No. 000-54090))
10.22	11/12/18	Sixth 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 Investment Holdings, LLC (incorporated herein by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed on November 16, 2018 (File No. 000-54090))
10.23	11/19/18	Seventh 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 Investment Holdings, LLC (incorporated herein by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed on November 21, 2018 (File No. 000-54090))
10.24	12/03/18	Eighth 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 Investment Holdings, LLC (incorporated herein by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K filed on December 6, 2018 (File No. 000-54090))
10.25	12/17/18	Ninth 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 Investment Holdings, LLC (incorporated herein by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K filed on December 21, 2018 (File No. 000-54090))

10.26	01/31/19	Tenth 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 Investment Holdings, LLC (incorporated herein by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K filed on February 5, 2019 (File No. 000-54090))
10.27	02/28/19	Eleventh 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 Investment Holdings, LLC (incorporated herein by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K filed on March 4, 2019 (File No. 000-54090))
10.28	03/27/19	Eleventh Amendment to Note and Warrant Purchase Agreement, among the Company HealthCor Partners Fund LP, HealthCor Hybrid Offshore Master Fund, LP and the investors party thereto (incorporated herein by reference to the Company’s Current Report on Form 8-K filed on March 29, 2019 (File No. 000-54090))
10.29	03/29/19	Twelfth 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 Investment Holdings, LLC (incorporated herein by reference to the Company’s Annual Report on Form 10-K filed on March 29, 2019 (File No. 000-54090))
10.30	04/09/19	Fourth Amendment to Credit Agreement (incorporated herein by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K filed on April 15, 2019 (File No. 000-54090))
10.31	04/09/19	Amended and Restated Tranche One Term Note (incorporated herein by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K filed on April 15, 2019 (File No. 000-54090))
10.32	04/29/19	Thirteenth Amendment to Modification Agreement (incorporated herein by reference to Exhibit 10.20 to the Company’s Current Report on Form 8-K filed on May 1, 2019 (File No. 000-54090))
10.33	05/15/19	Fourteenth Amendment to Modification Agreement (incorporated herein by reference to Exhibit 10.32 to the Company’s Current Report on Form 8-K filed on May 20, 2019 (File No. 000-54090))
10.34	05/15/19	Twelfth Amendment to Note and Warrant Purchase Agreement (incorporated herein by reference to Exhibit 10.33 to the Company’s Current Report on Form 8-K filed on May 20, 2019 (File No. 000-54090))
10.35	05/15/19	Form of⁽¹⁾ Twelfth Amendment Supplemental Closing Note (incorporated herein by reference to Exhibit 10.34 to the Company’s Current Report on Form 8-K filed on May 20, 2019 (File No. 000-54090))
10.36	05/15/19	Fifth Amendment to Credit Agreement (incorporated herein by reference to Exhibit 10.35 to the Company’s Current Report on Form 8-K filed on May 20, 2019 (File No. 000-54090))
10.37	05/15/19	Form of Tranche Three Term Note (incorporated herein by reference to Exhibit 10.36 to the Company’s Current Report on Form 8-K filed on May 20, 2019 (File No. 000-54090))
10.38	05/15/19	Form of Tranche Three Loan Warrant (incorporated herein by reference to Exhibit 10.37 to the Company’s Current Report on Form 8-K filed on May 20, 2019 (File No. 000-54090))
10.39	09/30/19	Fifteenth 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 10.22 to the Company’s Current Report on Form 8-K filed on October 4, 2019 (File No. 000-54090))
10.40	11/29/19	Sixteenth 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 10.23 to the Company’s Current Report on Form 8-K filed on December 5, 2019 (File No. 000-54090))
10.41	12/31/19	Seventeenth 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 10.22 to the Company’s Current Report on Form 8-K filed on January 7, 2020 (File No. 000-54090))
10.42	12/31/19	Second Amendment to Promissory Note to Rockwell Holdings I, LLC (incorporated herein by reference to Exhibit 10.27 to the Company’s Current Report on Form 8-K filed on January 7, 2020 (File No. 000-54090))
21.00	03/~~30/18~~31/20	Subsidiaries of the Registrant*
31.1	03/30/1820	Certification of Chief Executive Officer of Periodic Report pursuant to Rule 13a-14a and Rule 14d-14(a).*

31.2	03/30/1820	Certification of Chief Financial Officer of Periodic Report pursuant to Rule 13a-14a and Rule 15d-14(a).*
32.1	03/30/1820	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.*
32.2	03/~~30/18~~3020	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.*
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.

ITEM 16.

⁽¹⁾

~~Filed as an exhibit to our Form 10 filed with the SEC on August 23, 2010.~~

⁽²⁾

~~Filed as an exhibit to our quarterly report on Form 10-Q/A filed with the SEC on December 7, 2010.~~

⁽³⁾

~~Filed as an exhibit to our annual report on Form 10-K filed with the SEC on April 15, 2011.~~

⁽⁴⁾

~~Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on April 27, 2011.~~

⁽⁵⁾

~~Filed as an exhibit to our quarterly report on Form 10-Q filed with the SEC on August 22, 2011.~~

⁽⁶⁾

~~Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on September 7, 2011.~~

⁽⁷⁾

~~Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on November 10, 2011.~~

⁽⁸⁾

~~Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on January 6, 2012.~~

⁽⁹⁾

~~Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on January 11, 2012.~~

⁽¹⁰⁾

~~Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on February 2, 2012.~~

⁽¹¹⁾

~~Filed as an exhibit to our annual report on Form 10-K filed with the SEC on March 15, 2012.~~

⁽¹²⁾

~~Filed as an exhibit to our quarterly report on Form 10-Q filed with the SEC on May 9, 2012.~~

⁽¹³⁾

~~Filed as an exhibit to our quarterly report on Form 10-Q filed with the SEC on August 8, 2012.~~

⁽¹⁴⁾

~~Filed as an exhibit to our quarterly report on Form 10-Q filed with the SEC on November 8, 2012.~~

⁽¹⁵⁾

Filed as an exhibit to our quarterly report on Form 10-Q, Amendment No. 1, filed with the SEC on February 15, 2013. Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

⁽¹⁶⁾

~~Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on March 28, 2013.~~

⁽¹⁷⁾

~~Filed as an exhibit to our annual report on Form 10-K filed with the SEC on April 1, 2013.~~

⁽¹⁸⁾

~~Filed as an exhibit to our quarterly report on Form 10-Q filed with the SEC on August 9, 2013.~~

⁽¹⁹⁾

~~Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on August 26, 2013.~~

⁽²⁰⁾

~~Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on September 10, 2013.~~

⁽²¹⁾

~~Filed as an exhibit to our Current Report on Form, 8-K filed with the SEC on January 3, 2014.~~

⁽²²⁾

~~Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on January 22, 2014.~~

⁽²³⁾

~~Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on December 19, 2014.~~

⁽²⁴⁾

~~Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on March 19, 2015.~~

⁽²⁵⁾

~~Filed as an exhibit to our annual report on Form 10-K filed with the SEC on March 31, 2015~~

⁽²⁶⁾

~~Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on June 30, 2015.~~

⁽²⁷⁾

~~Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on October 13, 2015.~~

⁽²⁸⁾

~~Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on February 2, 2017.~~

⁽²⁹⁾

~~Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on February 5, 2018.~~

⁽³⁰⁾

~~Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on February 26, 2018.~~

~~Filed herewith.~~

~~ITEM 16.~~

FORM 10-K ~~SUMMARY.~~SUMMARY.

~~None.~~None

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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: March 30, 2018~~

DATE:

March 30, 2020

	CAREVIEW COMMUNICATIONS, INC.

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


	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

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven G. Johnson and Jason T. Thompson and each of them, his attorney-in-fact with power of substitution for him in any and all capacities, to sign any amendments, supplements or other documents relating to this Annual Report on Form 10-K he deems necessary or appropriate, and to file the same, with exhibits thereto, and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that such attorney-in-fact or their substitute may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Steven G. Johnson	Chief Executive Officer, President, Secretary, ~~Treasurer, Director~~
Steven G. Johnson	Treasurer, Director	March 30, ~~2018~~2020

/s/ Jason T. Thompson	Director, Principal Financial Officer, Chief Accounting ~~Officer~~
Jason T. Thompson	Officer	March 30, ~~2018~~2020

/s/ Sandra K. McRee
Sandra K. McRee	Chief Operating Officer	March 30, ~~2018~~2020

/s/ L. Allen Wheeler
L. Allen Wheeler	Chairman of the Board	March 30, ~~2018~~2020

/s/ Jeffrey C. Lightcap
Jeffrey C. Lightcap	Director	March 30, ~~2018~~2020

/s/ David R. White
David R. White	Director	March 30, ~~2018~~2020

/s/ Steven B. Epstein
Steven B. Epstein	Director	March 30, ~~2018~~2020

/s/ Dr. James R. Higgins
Dr. James R. Higgins	Director	March 30, ~~2018~~2020

INDEX TO FINANCIAL STATEMENTS

	Page

Report of Independent Registered Public Accounting Firm	F-1

Consolidated Balance Sheets as of December 31, ~~2017~~2019 and ~~2016~~2018	F-2

Consolidated Statements of Operations for the years ended December 31, ~~2017~~2019 and ~~2016~~2018	F-3

Consolidated Statements of ~~Stockholders’~~Changes in Equity for the years ended December 31, ~~2017~~2019 and ~~2016~~2018	F-4

Consolidated Statements of Cash Flows for the years ended December 31, ~~2017~~2019 and ~~2016~~2018	F-5

Notes to Consolidated Financial Statements	F-6

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

CareView Communications, Inc.

Lewisville, TX

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of CareView Communications, Inc. ~~and subsidiaries~~ (the “Company”) as of December 31, ~~2017~~2019 and ~~2016,~~2018, the related consolidated statements of operations, ~~stockholders’ deficit,~~changes in equity, and cash flows for each of the two years in the period ended December 31, ~~2017.~~2019, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company ~~and subsidiaries~~ at December 31, ~~2017~~2019 and ~~2016,~~2018, and the results of ~~their~~its operations and ~~their~~its cash flows for each of the two years in the period ended December 31, ~~2017~~2019, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered recurring losses from operations and has accumulated losses since inception that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/BDO USA, LLP

We have served as the Company's auditor since 2010.

Dallas, Texas

~~March 30, 2018~~ 3/30/2020

~~F- 1~~

BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

~~CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES~~BDO is the brand name for the BDO network and for each of the BDO Member Firms.

~~CONSOLIDATED BALANCE SHEETS~~

December 31,
2017 2016
ASSETS
Current Assets:
Cash and cash equivalents $ 2,066,392 $ 10,088,258
Accounts receivable 1,210,968 1,069,304
Other current assets 585,622 114,717
Total current assets 3,862,982 11,272,279

Property and equipment, net 3,321,541 4,152,414

Other Assets:
Restricted cash 2,500,000 3,250,000
Intangible assets, net 665,918 612,337
Other assets 1,767,909 2,168,894
Total other assets 4,933,827 6,031,231
Total assets $ 12,118,350 $ 21,455,924

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable $ 365,300 $ 195,472
Notes payable, current portion 8,533,334 439,173
Mandatorily redeemable equity in joint venture — 439,173
Accrued interest — 328,979
Other current liabilities 750,056 485,850
Total current liabilities 9,648,690 1,888,647

Long-term Liabilities:
Senior secured convertible notes, net of debt discount and debt costs of $18,161,723 and $21,267,829, respectively 52,397,089 42,271,224
Loan payable 11,666,666 20,000,000
Note payable 513,786 —
Accrued interest 43,583 —
Total long-term liabilities 64,621,124 62,271,224
Total liabilities 74,269,814 64,159,871

Commitments and Contingencies

Stockholders’ Deficit:
Preferred stock - par value $0.001; 20,000,000 shares authorized; no shares issued and outstanding — —
Common stock - par value $0.001; 300,000,000 shares authorized; 139,380,748 issued and outstanding 139,381 139,381
Additional paid in capital 83,617,896 84,119,834
Accumulated deficit (145,908,741 ) (126,408,409 )
Total CareView Communications Inc. stockholders’ deficit (62,151,464 ) (42,149,194 )
Noncontrolling interest — (554,753 )
Total stockholders’ deficit (62,151,464 ) (42,703,947 )
Total liabilities and stockholders’ deficit $ 12,118,350 $ 21,455,924

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,
	2019			2018
ASSETS
Current Assets:
Cash and cash equivalents	$	269,741		$	1,200,725
Accounts receivable, net of allowance for doubtful accounts of $0 and $7,588, respectively		1,666,338			1,276,992
Other current assets		220,464			1,408,426
Total current assets		2,156,543			3,886,143

Property and equipment, net		1,978,020			2,486,666

Other Assets:
Restricted cash		—			750,000
Intangible assets, net		830,682			746,140
Operating lease asset		85,942			—
Other assets, net		240,700			310,592
Total other assets		1,157,324			1,806,732
Total assets	$	5,291,887		$	8,179,541

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable	$	439,851		$	509,298
Notes payable, current portion, net of debt costs of $0 and $0, respectively		20,563,786			15,513,786
Operating lease liability		91,363			—
Other current liabilities		4,505,505			1,416,240
		25,600,505			17,439,324

Long-term Liabilities:
Senior secured notes, net of debt discount and debt costs of $5,774,915 and $9,717,161, respectively		50,835,220			46,892,974
Senior secured convertible notes, net of debt discount and debt costs of $4,320,038 and $4,714,453, respectively		20,599,475			17,481,632
Notes payable, net of debt costs of $0 and $815,062		—			4,184,938
Total long-term liabilities		71,434,695			68,559,544
Total liabilities		97,035,200			85,998,868

Commitments and Contingencies (NOTE 10)

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 at December 31, 2019 and 300,000,000 shares authorized at December 31, 2018; 139,380,748 shares issued and outstanding		139,381			139,381
Additional paid in capital		84,244,343			84,027,883
Accumulated deficit		(176,127,037	)		(161,986,591	)
Total stockholders' deficit		(91,743,313	)		(77,819,327	)
Total liabilities and stockholders' deficit	$	5,291,887		$	8,179,541

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

~~F- 2~~

F- 2

~~CAREVIEW COMMUNICATIONS INC. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~

CAREVIEW COMMUNICATIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,
	2017			2016			Year Ended December 31,
							2019			2018
Revenues, net	$	6,263,810		$	5,973,985		$	6,294,122		$	6,096,153

Operating expenses:
Network operations		4,639,738			4,679,297			3,033,130			3,405,198
General and administration		4,012,553			3,757,816			4,189,409			3,234,009
Sales and marketing		691,095			776,961			250,596			394,548
Research and development		1,648,985			1,252,850			1,400,325			1,429,022
Depreciation and amortization		1,887,377			1,816,093			720,567			1,284,616
Total operating expense		12,879,748			12,283,017			9,594,027			9,747,393

Operating loss		(6,615,938	)		(6,309,032	)		(3,299,905	)		(3,651,240	)

Other income and (expense)
Interest expense		(13,474,891	)		(12,592,998	)		(10,851,162	)		(12,452,113	)
Change in fair value of warrant liability		(10,528	)		168,176
Interest income		9,073			17,267			761			3,072
Other income		20,270			50,828			9,860			22,431
Total other income (expense)		(13,456,076	)		(12,356,727	)		(10,840,541	)		(12,426,610	)

Loss before taxes		(20,072,014	)		(18,665,759	)		(14,140,446	)		(16,077,850	)

Provision for income taxes		—			—			—			—

Net loss		(20,072,014	)		(18,665,759	)	$	(14,140,446	)	$	(16,077,850	)

Net loss attributable to noncontrolling interest		—			(53,062	)

Net loss attributable to CareView Communications, Inc.	$	(20,072,014	)	$	(18,612,697	)

Net loss per share attributable to CareView Communications, Inc., basic and diluted	$	(0.14	)	$	(0.13	)
Net loss per share							$	(0.10	)	$	(0.12	)

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

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

~~F- 3~~

F- 3

~~CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT~~

~~FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016~~

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

Additional
Common Stock Paid in Accumulated Noncontrolling
Shares Amount Capital Deficit Interest Total

Balance, December 31, 2015 139,380,748 139,381 82,434,461 (107,795,712 ) (501,691 ) (25,723,561 )

Options granted as compensation — — 717,385 — — 717,385

Beneficial conversion features for senior secured convertible notes — — 967,988 — — 967,988

Net loss — — — (18,612,697 ) (53,062 ) (18,665,759 )

Balance, December 31, 2016 139,380,748 139,381 84,119,834 (126,408,409 ) (554,753 ) (42,703,947 )

Options granted as compensation — — 398,338 — — 398,338

Beneficial conversion features for senior secured convertible notes — — 153,274 — — 153,274

Adjustment to fair value of warrants for extension of exercise period — — 11,512 — — 11,512

Adjustment to fair value of warrants for modification of loan agreement — — 44,445 — — 44,445

Cost associated with closure of joint ventures — — (1,109,507 ) 571,682 554,753 16,928

Net loss — — — (20,072,014 ) — (20,072,014 )

Balance, December 31, 2017 139,380,748 $ 139,381 $ 83,617,896 $ (145,908,741 ) $ — $ (62,151,464 )

					Additional
	Common Stock				Paid in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2017		139,380,748	$	139,381	$	83,617,896	$	(145,908,741	)	$	(62,151,464	)
Options granted as compensation		—		—		262,953		—			262,953
Beneficial conversion features for senior secured convertible notes		—		—		133,220		—			133,220
Revaluation of Rockwell Holdings I, LLC warrant		—		—		13,814		—			13,814
Net loss		—		—		—		(16,077,850	)		(16,077,850	)

Balance, December 31, 2018		139,380,748		139,381		84,027,883		(161,986,591	)		(77,819,327	)

Options granted as compensation		—		—		195,657		—			195,657
Beneficial conversion features for senior secured convertible notes		—		—		6,392		—			6,392
Issuance of warrants to purchase common stock		—		—		14,411		—			14,411
Net loss		—		—		—		(14,140,446	)		(14,140,446	)
Balance, December 31, 2019		139,380,748	$	139,381	$	84,244,343	$	(176,127,037	)	$	(91,743,313	)

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

~~F- 4~~

F- 4

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

~~CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~


	Year Ended December, 31,						Year Ended December 31,
	2017			2016			2019			2018

CASH FLOWS FROM OPERATING ACTIVITES
Net loss	$	(20,072,014	)	$	(18,665,759	)	$	(14,140,446	)	$	(16,077,850	)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation		1,840,606			1,759,016			666,387			1,234,582
Amortization of debt discount and debt costs		3,259,381			2,741,522		��	4,357,463			3,863,329
Amortization of deferred installation costs		304,712			7,576			91,694			142,458
Amortization of deferred debt issuance and debt financing costs		291,084			291,084			815,061			545,001
Amortization of intangible assets		46,771			57,077			54,180			50,034
Allowance for bad debt expense								(7,588	)		7,588
Interest incurred and paid in kind		7,019,758			6,768,597			2,673,428			5,197,408
Stock based compensation related to options granted		398,338			717,385			195,657			262,953
Stock based costs related to warrants issued		11,512			—			—			13,814
Loss on disposal of assets		1,716			2,825			249			32,592
Change in fair value of warrant liability		10,528			(168,176	)
Write off of deferred installation costs								9,277			—
Changes in operating assets and liabilities:
Accounts receivable		(141,664	)		107,100			(381,757	)		(73,612	)
Other current assets		(470,906	)		359,533			1,187,962			(822,804	)
Other assets		766,394			16,394			167,409			16,394
Accounts payable		169,828			(136,930	)		(69,447	)		143,998
Accrued expenses and other current liabilities		303,722			73,523
Other current liabilities								2,943,669			666,184
Other long-term liabilities								—			(43,583	)
Net cash flows used in operating activities		(6,260,234	)		(6,069,233	)		(1,436,802	)		(4,841,514	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(994,521	)		(1,430,814	)		(157,988	)		(432,299	)
Payment for deferred installation costs		(166,759	)		(173,657	)		(47,472	)		(61,596	)
Patent and trademark costs		(100,352	)		(291,824	)
Recovery of unused deferred installation costs		—			379,467
Patent, trademark and other intangible asset costs								(138,722	)		(130,258	)
Net cash flows used in investing activities		(1,261,632	)		(1,516,828	)		(344,182	)		(624,153	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from senior secured convertible promissory notes								50,000			3,050,000
Proceeds from promissory notes								200,000			—
Repayment of notes payable		(500,000	)		(4,650	)		(150,000	)		(200,000	)
Net cash flows provided by financing activities		(500,000	)		(4,650	)		100,000			2,850,000

Increase (decrease) in cash		(8,021,866	)		(7,590,711	)
Cash and cash equivalent, beginning of period		10,088,258			17,678,969
Cash and cash equivalents, end of period	$	2,066,392		$	10,088,258
Decrease in cash								(1,680,984	)		(2,615,667	)
Cash, cash equivalents and restricted cash, beginning of period								1,950,725			4,566,392
Cash, cash equivalents and restricted cash, end of period							$	269,741		$	1,950,725

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid for interest	$	2,700,000		$	2,722,149		$	150,000		$	2,029,450

Cash paid for income taxes	$	—		$	—		$	—		$	—

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES:

Beneficial conversion features for senior secured convertible notes	$	153,274		$	967,988		$	6,392		$	133,220

Revaluation of warrants for modification of loan	$	44,445		$	—

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

~~F- 5~~

F- 5

CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

CareView Communications, Inc., a Nevada corporation (“( “CareView”, the “Company”, “we”, “us” or “our”), was originally formed in California on July 8, 1997 under the name Purpose, Inc., changing our name to Ecogate, Inc. in April 1999, and CareView Communications, Inc. in October 2007. We began our current operation in 2003 as a healthcare information technology company with a patented patient monitoring and entertainment system.

Our business consists of a single segment of products and services all of which are sold and provided within the United States.

Description of Business

CareView System

Our CareView ~~System~~^®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.

CareView’s secure video monitoring system connects the patient room to a ~~touch-screen~~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~~HIPAA compliance features allow privacy options to be enabled at any time by the patient, nurse or physician.

~~F- 6~~

F- 6

The accompanying consolidated financial statements include the accounts of CareView and CareView Communications, Inc., a Texas corporation and CareView Operations, LLC, a Nevada limited liability company (our wholly owned subsidiaries). Also included for the year ended December 31, 2016 were CareView-Hillcrest, LLC and CareView-Saline, LLC, both Wisconsin limited liability companies (the “Project LLCs”) and variable interest entities (“VIEs”) (see below). All material inter-company balances and transactions have been eliminated in consolidation.

During 2016 we reported noncontrolling interests in our variable interest entities (“VIEs”) as a component of stockholders’ deficit in the Consolidated Balance Sheets and the loss attributable to noncontrolling interests as an adjustment to net loss to arrive at net loss attributable to us in the Consolidated Statements of Operations. As of and for the year ended December 31, 2017, we did not maintain any variable interests in any entities requiring consolidation in our financial statements.

Concurrent with the execution, and pursuant to the terms, of the Settlement Agreement, as discussed in NOTE 13, all assets and liabilities of the Project LLCs were transferred to our wholly owned subsidiary, CareView Communications, Inc., effective January 1, 2017. On June 12, 2017, we filed Form 510- Limited Liability Company Articles of Dissolution with the State of Wisconsin resulting in the dissolution of the Project LLCs effective that date.

We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. We maintain cash at financial institutions that at times may exceed federally insured limits.

CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

At December 31, ~~2017,~~2019 and 2018, we had ~~$2,500,000~~$0 and $750,000 included in restricted cash in other assets on the consolidated balance sheet. ~~On December 28, 2017, the minimum cash requirement in the credit agreement with PDL BioPharma, Inc. was modified to reduce the minimum cash requirement from $3,250,000 to $2,500,000. See~~ ~~NOTES 12 and 15~~ ~~for further discussion.~~

Trade accounts receivable are customer obligations due under normal trade terms. We provide an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Trade accounts receivable past due more than 90 days are considered delinquent. Delinquent receivables are written off based on individual credit evaluations, results of collection efforts, and specific circumstances of the customer. Recoveries of accounts previously written off are recorded as reductions of bad debt expense when received.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~ At December 31, 2019 and 2018, an allowance for doubtful accounts of $0 and $7,588, respectively, was recorded.

Property and equipment is stated at cost, net of accumulated depreciation. Maintenance costs, which do not significantly extend the useful lives of the respective assets, and repair costs are charged to operating expense as incurred. We include Network Equipment in fixed assets upon receipt and begin depreciating the Network Equipment when such equipment passes our incoming inspection and is available for use. We attribute no salvage value to the Network Equipment and depreciation is computed using the straight-line method based on the estimated useful life of seven years. Depreciation of office and test equipment, warehouse equipment and furniture is computed using the straight-line method based on the estimated useful lives of the assets, generally three years for office and test equipment, and five years for warehouse equipment and furniture.

We would remove the CareView System from customer premises due to a number of factors; including, but not limited to, collection/revenue performance issues and contract expiration/non-renewal. We regularly evaluate the installed CareView Systems for such factors and an allowance is set up based on the estimated cost of removal. ~~As of~~At December 31, ~~2017~~2019 and ~~2016,~~2018, an allowance of ~~$176,750~~$152,800 and ~~$116,350,~~$236,650, respectively, was ~~recorded.~~recorded in other assets in the accompanying consolidated financial statements.

Carrying values of property and equipment and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. Such events or circumstances include, but are not limited to:

CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

If impairment indicators are present, we determine whether an impairment loss should be recognized by testing the applicable asset or asset groups’ carrying value for recoverability. This test requires long-lived assets to be grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, the determination of which requires judgment. We estimate the undiscounted future cash flows expected to be generated from the use and eventual disposal of the assets and compare that estimate to the respective carrying values in order to determine if such carrying values are recoverable. This assessment requires the exercise of judgment in assessing the future use of and projected value to be derived from the eventual disposal of the assets to be held and used. Assessments also consider changes in asset utilization, including the temporary idling of capacity and the expected timing for placing this capacity back into production. If the carrying value of the ~~assets~~asset is not recoverable, then a loss is recorded for the difference between the assets’ fair value and respective carrying value. The fair value of the ~~assets~~asset is determined using an “income approach” based upon a forecast of all the expected discounted future net cash flows associated with the subject assets. Some of the more significant estimates and assumptions ~~include:~~include market size and growth, market share, projected selling prices, manufacturing cost and discount rate. Our estimates are based upon our historical experience, our commercial relationships, market conditions and available external information about future trends. We believe our current assumptions and estimates are reasonable and appropriate; however, unanticipated events and changes in market conditions could affect such estimates resulting in the need for an impairment charge in future periods. During the years ended December 31, ~~2017~~2019 and ~~2016,~~2018, no impairment was recognized.

Research and development costs are expensed as incurred. Costs regarding the development of software to be sold, leased or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. We did not capitalize any such costs during the years ended December 31, ~~2017~~2019 and ~~2016.~~2018.

We capitalize certain costs of developing software upon the establishment of technological feasibility and prior to the availability of the product for general release to customers for our CareView System in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Capitalized costs are reported at the lower of unamortized cost or net realizable value and are amortized over the estimated useful life of the CareView System not to exceed five years. Additionally, we test our intangible assets for impairment whenever circumstances indicate that their carrying value may not be recoverable. No impairment was recorded during the years ended December 31, ~~2017~~2019 and ~~2016.~~2018.

During the years ended December 31, ~~2017~~2019 and ~~2016,~~2018, we capitalized no additional intellectual property costs.

CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We amortize our intangible assets with a finite life on a straight-line basis, over 10 years for trademarks and 20 years for patents. We begin amortization of these costs on the date patents or trademarks are awarded.

Derivatives are recorded on the balance sheet at fair value and changes in fair value are recorded in earnings at each reporting date in accordance with GAAP. See Fair Value of Financial Instruments, below, and NOTES 11 and 12 for further details regarding derivative activity during the years ended December 31, ~~2017~~2019 and ~~2016.~~

Our financial instruments consist primarily of receivables, accounts payable, accrued expenses and short and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximates our fair value because of the short-term maturity of such instruments, and they are considered Level 1 assets under the fair value hierarchy. We have elected not to carry our debt instruments at ~~fair value. The carrying amount of our debt approximates~~ fair value. Interest rates that are currently available to us for issuance of short and long-term debt with similar terms and remaining maturities are used to estimate the fair value of our short and long-term debt and would be considered Level 3 inputs under the fair value hierarchy.

We have categorized our assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy in accordance with GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3).

Assets and liabilities recorded in the consolidated balance sheets at fair value are categorized based on a hierarchy of inputs, as follows:

Level 1 -- Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 -- Quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

The Company’s financial assets and liabilities recorded at fair value on a recurring basis include the warrant liability discussed in NOTE 4.4. The fair value of this warrant liability is included in other current liabilities on the accompanying consolidated financial statements.

~~The following table provides the~~At December 31, 2019 and 2018, we had no financial assets and liabilities reported at fair ~~value and measured on a recurring basis at December 31:~~value.

~~F- 10~~

CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table provides a summary of changes in fair value associated with the Level 3 liabilities for the year ended December 31:

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
		2017			2016		Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
								2019		2018
Balance, beginning of period	$	(629	)	$	(168,805	)	$		$	(11,157	)
Issuances of derivative liabilities		—			—			—		—
Change in fair value of warrant liability		(10,528	)		168,176			—		11,157
Transfers in and/out of Level 3		—			—			—		—
Balance, end of period	$	(11,157	)	$	(629	)	$	—	$	—

The above table of Level 3 liabilities begins with the prior period balance and adjusts the balance for changes that occurred during the current period. The ending ~~balance~~balances of the Level 3 financial instrument presented above represent our best estimates and may not be substantiated by comparisons to independent markets and, in many cases, could not be realized in immediate settlement of the instruments.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized when the rate change is enacted. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. In accordance with GAAP, we recognize the effect of uncertain income tax positions only if the positions are more likely than not of being sustained in an audit, based on the technical merits of the position. Recognized uncertain income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which those changes in judgment occur. We recognize both interest and penalties related to uncertain tax positions as part of the income tax provision.

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.

~~F- 11~~

F- 11

CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Revenue Recognition~~

~~Revenue~~In accordance with ASC 606, revenue is recognized when ~~persuasive evidence~~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 ~~sales arrangement exists,~~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 ~~selling price is fixed or determinable, when installation and official acceptance by the facility occurs, and when collection is probable.~~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.~~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 ~~facility.~~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 ~~customer~~healthcare facility requires additional ~~products or~~ 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 years ended December 31, 2019 and 2018, including in other assets in the accompanying consolidated balance sheet.

	For the Years Ended December 31,
	2019			2018
Balance, beginning of period	$	134,686		$	215,548
Additions		47,472			61,596
Transfer to expense		(100,970	)		(142,458	)
Balance, end of period	$	81,188		$	134,686

F- 12

CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 and is included in other current liabilities in the accompanying consolidated balance sheet, with revenue recorded and the contract liability reduced as services are provided under the contract. The table below details this activity during the years ended December 31, 2019 and 2018.

	For the Years Ended December 31,
	2019			2018
Balance, beginning of period	$	58,559		$	17,430
Additions		389,836			192,506
Transfer to revenue		(192,997	)		(151,377	)
Balance, end of period	$	255,398		$	58,559

As of December 31, 2019, future transfers to revenue are as follows:

Years Ending December 31,	Amount
2020	$	137,883
2021		73,447
2022		44,068
	$	255,398

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

Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. The Company has an operating lease primarily consisting of office space with remaining lease term of 12 months. We adopted Accounting Standard Update (“ASU”) 2016-02, Leases under the modified retrospective transition method for all long-term operating leases as of January 1, 2019. The cumulative impact of the adoption of ASU 2016-02 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 ASU 2016-02 did not result in an adjustment to retained earnings. The adoption of ASU-2016-02 represents a change in accounting principle.

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 ~~133,000,000~~161,000,000 and ~~122,000,000~~146,000,000 at December 31, ~~2017~~2019 and ~~2016,~~2018, respectively, have been excluded from the diluted earnings per share calculation as they are anti-dilutive due to our reported net loss.

F- 13

CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock Based Compensation

We recognize compensation expense for all share-based payments granted and amended based on the grant date fair value estimated in accordance with ~~GAAP~~. GAAP. Compensation expense is generally recognized on a straight-line basis over the employee’s requisite service period based on the award’s estimated lives for fixed awards with ratable vesting provisions.

Debt Discount Costs

Costs incurred with parties who are providing long-term financing, with Warrants issued with the underlying debt, are reflected as a debt discount based on the relative fair value of the debt and Warrants. These discounts are generally amortized over the life of the related debt, using the effective interest rate method or other methods approximating the effective interest method. Additionally, convertible debt issued with a beneficial conversion feature is recorded at a discount based on the difference in the effective conversion price and the fair value of the Company’s stock on the date of issuance, if any. Outstanding debt is presented net of any such discounts on the accompanying consolidated financial statements.

~~F- 12~~

~~CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

Deferred Debt Issuance and Debt Financing Costs

Costs incurred through the issuance of Warrants to parties who are providing long-term financing availability, which includes revolving credit lines, are reflected as deferred debt issuance based on the fair value of the Warrants issued. Costs incurred with third parties related to issuance of debt are recorded as deferred financing costs. These costs are generally amortized over the life of the financing instrument using the effective interest rate method or other methods approximating the effective interest ~~method.~~method. Amounts associated with our senior secured convertible notes are netted with the outstanding debt on the accompanying consolidated financial statements while amount associated with credit facilities are presented in other assets on the accompanying consolidated ~~financial statements.~~

~~Variable Interest Entities~~

We use a qualitative analysis to determine if we are the primary beneficiary of a VIE. We consider whether the enterprise’s variable interest or interests give it a controlling financial interest in a VIE. This analysis identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics, among others: (a) the power to direct the activities of a VIE that most significantly impacts the entity’s economic performance, and (b) the obligation to absorb losses or the right to receive benefits from the entity, that could potentially be significant to the VIE.

~~Installation Costs~~

We defer all costs associated with the installation of the CareView System into a particular hospital until the CareView System is fully operational and accepted by the hospital. Upon acceptance, the associated costs are expensed ratably over the life of the hospital contract. These costs are included in network operations on the accompanying consolidated statements of operations.

Shipping and Handling Costs

We expense all shipping and handling costs as incurred. These costs are included in network operations on the accompanying consolidated ~~financial statements.~~statements of operations.

Advertising Costs

We consider advertising costs as costs associated with the promotion of our products through the various media outlets and trade shows. We expense all advertising costs as incurred. Our advertising expense for the years ended December 31, ~~2017~~2019 and ~~2016~~2018 totaled approximately ~~$99,000~~$30,000 and ~~$168,000,~~$103,000, respectively.

Concentration of Credit Risks and Customer Data

~~For the years ended December 31, 2017 and 2016, 103 and 93 hospitals accounted for all of our revenue.~~ During ~~2017 four~~2019 one customer comprised ~~57%~~$1,538,193 or 25% of our revenue, while no other customer comprised more than 10%. During ~~2016 three customers~~2018 one customer comprised ~~58%~~$1,532,823 or 25% of our revenue, while no other customer comprised more than 10%.

~~F- 13~~

F- 14

CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Use of Estimates

Our financial statements have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates, including those related to contingencies, on an ongoing basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Recent Issued Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”), issued Accounting Standards Update (“ASU”), 2018-13 that eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements. The FASB developed the amendments to Accounting Standards Codification (“ASC”) 820 as part of its broader disclosure framework project, which aims to improve the effectiveness of disclosures in the notes to financial statements by focusing on requirements that clearly communicate the most important information to users of the financial statements. The new guidance is effective for all entities for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years. An entity is permitted to early adopt either the entire standard or only the provisions that eliminate or modify requirements. We are currently evaluating the effect of this guidance on our disclosures.

Recently Adopted Accounting Pronouncements

~~Fair Value of Financial Instruments~~

~~In June 2016, the FASB issued ASU 2016-13,~~ ~~Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments~~ (“ASU 2016-13”). The ASU sets forth an “expected credit loss” impairment model to replace the current “incurred loss” method of recognizing credit losses. The standard requires measurement and recognition of expected credit losses for most financial assets held. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for ~~periods beginning after December 15, 2018.~~all entities. In July 2018, the FASB amended the new leases standard and issued ASU 2018-11, Leases, (Topic 842): Targeted Improvements to give entities another option for transition and to provide lessors with a practical expedient. We ~~are currently evaluating~~adopted ASU 2016-02 on January 1, 2019 utilizing the ~~impact~~alternative transition method allowed for under ASU 2018-11. Comparative financial information were not adjusted and will continue to be reported under ASC 840. We also elected the transition relief package of ~~this guidance on~~practical expedients and as a result we did not assess (1) whether existing or expired contracts contain leases, (2) lease classification for any existing or expired leases, and (3) whether lease origination costs qualified as initial direct costs. We elected the short-term lease practical expedient by establishing an accounting policy to exclude leases with a term of 12 months or less. We elected not to separate lease components from non-lease components for our ~~consolidated financial statements~~specified asset classes. Additionally, the adoption of the new standard resulted in increased disclosure requirements in our quarterly and ~~disclosures.~~annual filings.

~~F- 14~~

F- 15

CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~In February 2016, the FASB issued ASU 2016-02,~~ ~~Leases~~ (“ASU 2016-02”). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognitionReclassification

Certain amounts reported in ~~the income statement. ASU 2016-02 is effective for fiscal~~prior years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements ~~with certain practical expedients available. While we are continuing~~have been reclassified to ~~assess all potential impacts of the standard, we currently believe, the impact of this standard will be primarily related~~conform to the ~~accounting for our operating lease.~~

~~In May 2014, the FASB issued ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers~~ (Topic 606). The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under previous guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. In July 2015, the FASB approved the proposal to defer the effective date of ASU 2014-09 standard by one year. Early adoption is permitted after December 15, 2016, and the standard is effective for public entities for annual reporting periods beginning after December 15, 2017 and interim periods therein. In 2016, the FASB issued final amendments to clarify the implementation guidance for principal versus agent considerations (ASU 2016-08), accounting for licenses of intellectual property and identifying performance obligations (ASU 2016-10), narrow-scope improvements and practical expedients (ASU 2016-12) and technical corrections and improvements to topic 606 (ASU 2016-20) in its new revenue standard. Our services are performed over the term of our contracts and customers are billed for those services as they are performed on a monthly basis. Revenue is recognized each month for the services that have been provided to our customers. Additionally, we do not have significant exposure related to uncollectible accounts. We have performed a review of the requirements of the new revenue standard and have performed our analysis of our customer contracts on a portfolio basis (by each hospital group) utilizing the five-step model of the new standard. We have compared the results of our analysis to our current accounting practices. Upon adoption, effective January 1, 2018, we plan to use the full retrospective transition method for recognizing revenue. The adoption of this standard will not have a material effect on the timing and recognition of revenue for the services provided to our customers.year’s presentation.

NOTE 3 – GOING CONCERN, LIQUIDITY AND MANAGMENTS PLAN

Our cash position at December 31, ~~2017~~2019 was approximately ~~$2,066,000. At December 31, 2017, we also had $2,500,000 included in restricted cash in other assets on the consolidated balance sheet.~~$269,741.

Pursuant to the terms of a Note and Warrant Purchase Agreement dated April 21, 2011 (as subsequently amended) with HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP (“HealthCor”) we are required to maintain a minimum cash balance $2,000,000 (see ~~NOTE 11~~ ~~for further details), and we are in compliance with the minimum cash balance as of the date of this filing.~~

~~F- 15~~

~~CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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 ~~the~~this Form 10-K (“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 March ~~31, 2019.~~30, 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. ~~In February 2018, we raised $2,050,000 through the sale and issuance of Senior Secured Convertible Notes (see Note 11 for further details).~~ We expect to seek additional funds from a combination of dilutive and/or ~~non-dilutive~~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. ~~See~~ ~~NOTE 15~~ ~~for further details.~~ There can be no assurances, however, that additional funding will be available on terms acceptable to us, if at all.

NOTE 4 – STOCKHOLDERS’ EQUITY

Preferred Stock

At December 31, ~~2017~~2019 and ~~2016,~~2018, we had 20,000,000 shares of Preferred Stock, par value $0.001 authorized and none outstanding, which can be designated by our Board of Directors.

Common Stock

At December 31, ~~2017~~2019 and ~~2016,~~2018, we had 500,000,000 and 300,000,000 shares of Common Stock, $0.001 par value, respectively, authorized, and 139,380,748 shares of Common Stock issued and outstanding. There was no Common Stock issued during the years ended December 31, ~~2017~~2019 or ~~2016.~~2018.

F- 16

CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES
NOTES TO 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 (except certain Warrants issued to HealthCor in 2011 (the “2011 HealthCor Warrants”) as discussed in NOTE 1112 and the warrants issued in connection with a private placement completed in April 2013 ~~“Private~~(“Private Placement Warrants”. The Private Placement Warrants contain provisions that protect the holders from a decline in the issue price of our common stock or “down round” provisions. In accordance with the accounting standards, we determined that these instruments qualify as derivative liabilities and should be recorded at their fair value on the date of issuance and re-measured at fair value each reporting period with the change reported in earnings)). 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 fair value of the Warrants issued to HealthCor and the Private Placement Warrants was computed using the Binomial Lattice model, incorporating transaction details such as the price of our Common Stock, contractual terms, maturity and risk-free rates, as well as assumptions about future financings, volatility, and holder behavior. Due to the down round provisions associated with the exercise price of these Warrants, we determined that the Binomial Lattice model was the most appropriate model for valuing these instruments. The Warrants issued to HealthCor in 2011 were substantially amended and no longer contain down round provisions.

~~F- 16~~

~~CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the term of the Warrants and is calculated by using the average daily historical stock prices through the day preceding the grant date.

Estimated volatility is a measure of the amount by which our stock price is expected to fluctuate each year during the expected life of the award. Our estimated volatility is an average of the historical volatility of our stock prices (and that of peer entities whose stock prices were publicly available) over a period equal to the expected life of the awards. Where appropriate we used the historical volatility of peer entities due to the lack of sufficient historical data of our stock price during 2007-2009.

Expired/Canceled Warrants

NoDue to the down-round provisions associated with the exercise price of the Private Placement Warrants ~~were granted during 2017 or 2016.~~and the 2011 HealthCor Warrants that protects the holders from a decline in the issue price of our Common Stock, we determined that the Binomial Lattice model was the most appropriate model for valuing these instruments. The fair value of the 2011 HealthCor Warrants and the Private Placement Warrants was computed incorporating transaction details such as the price of our Common Stock, contractual terms, maturity and risk-free rates, as well as assumptions about future financings, volatility, and holder behavior. As of December 31, 2019:

●

Private Placement Warrants. In accordance with the accounting standards, we determined that the Private Placement Warrants qualified as derivative liabilities and should be recorded at their fair value on the date of issuance and re-measured at fair value each reporting period with the change reported in earnings. In March 2018, the Private Placement Warrants expired and the fair value was recovered and recorded as income in the accompanying consolidated financial statements.

●

2011 HealthCor Warrants. The 2011 HealthCor Warrants were substantially amended in December 2011, pursuant to an amendment to the Note and Warrant Purchase Agreement that, among other things, eliminated the down-round provisions. In July 2018, pursuant to the Ninth Amendment to the Note and Warrant Purchase Agreement, the 2011 HealthCor Warrants were canceled. See NOTE 12 for further details.

Active Warrant Holders

As of December 31, 2019, our active warrant holders, as aggregated in the table below, include: (i) PDL Investment (see NOTE 11 for further details); (ii) HealthCor, the 2015 Investors, the February 2018 Investors, the July 2018 Investors, and the 2019 Investor (see NOTE 12 for further details); (iii) Rockwell (see NOTE 13 for further details) and (iv) certain other warrant holders. All of the warrants in the table below have been recorded as equity.

F- 17

CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of our Warrants activity and related information follows:

	Number of Shares Under Warrant			Range of Warrant Price Per Share		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Number of Shares Under Warrant			Range of Warrant Price Per Share		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Balance at December 31, 2015		35,197,698			$0.33-$1.65	$	0.82		5.6
Balance at December 31, 2017											30,054,389			$0.33-$1.65		$0.85		4.6
Granted		—									512,500			$0.05		$.05		9.2
Exercised		—
Canceled											(11,782,859	)
Expired		(500,000	)								(2,500,000	)
Balance at December 31, 2016		34,697,698			$0.33-$1.65	$	0.82		4.7
Balance at December 31, 2018											16,284,030			$0.05-$1.10		$0.49		4.9
Granted		—									250,000			$0.03		$.03		9.4
Exercised		—
Canceled											—
Expired		(4,643,309	)								—
Balance at December 31, 2017		30,054,389			$0.33-$1.65	$	0.85		4.6
Vested and Exercisable at December 31, 2017		30,054,389			$0.33-$1.65	$	0.85		4.6
Balance at December 31, 2019											16,534,030			$0.03-$1.10		$0.49		4.4
Vested and Exercisable at
December 31, 2019											16,534,030

As of December 31, ~~2017~~2019 and ~~2016,~~2018, we had no unamortized costs associated with capitalized ~~Warrants, excluding the HealthCor Warrants and Private Placement~~ Warrants.

~~F- 17~~

~~CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

Warrant Activity During ~~2017~~2019

~~No Warrants were granted during 2017.~~ In May ~~June and December 2017, 50,000, 290,000 and 4,303,309~~2019, we issued 250,000 ten-year Warrants ~~expired.~~(with a fair value of $4,000) at an exercise price of $0.03 per share to a director.

Warrant Activity During ~~2016~~2018

NoIn February 2018, 512,500 Warrants were ~~granted during 2016.~~issued to an entity and certain officers and directors of the Company. In ~~April~~March 2018, the 2,500,000 Private Placement Warrants expired and ~~May 2016, 400,000 and 100,000~~in September 2018, the 11,782,859 2011 HealthCor Warrants ~~expired.~~were canceled.

Stock Options

Effective December 3, 2007, we established the CareView Communications, Inc. 2007 Stock Incentive Plan (“2007 Plan”) pursuant to which 8,000,000 shares of Common Stock were reserved for issuance upon the exercise of options (“2007 Plan Option(s)”). The 2007 Plan was designed to serve as an incentive for retaining our qualified and competent key employees, officers and directors, and certain consultants and advisors. The 2007 Plan Options vest over three years and have an exercise period of ten years from the date of issuance. At December 31, ~~2017,~~2019, 2007 Plan Options to purchase 8,000,000 shares of our Common Stock have been issued with ~~25,000~~zero remaining ~~outstanding.~~outstanding.

Effective September 30, 2009, we established the CareView Communications, Inc. 2009 Stock Incentive Plan (the “2009 Plan”) pursuant to which 10,000,000 shares of Common Stock was reserved for issuance upon the exercise of options (“2009 Plan Option(s)”). The 2009 Plan was designed to serve as an incentive for retaining our qualified and competent key employees, officers and directors. The 2009 Plan Options vest over three years and have an exercise period of ten years from the date of issuance. As of December 31, ~~2017,~~2019, 2009 Plan Options to purchase 10,000,000 shares of our Common Stock have been issued with ~~6,390,760~~4,979,426 remaining outstanding.

F- 18

CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On February 25, 2015, we established the CareView Communications, Inc. 2015 Stock Option Plan (the “2015 Plan”) pursuant to which 5,000,000 shares of Common Stock was reserved for issuance upon the exercise of options (“2015 Plan Option(s)”). The 2015 Plan was designed to serve as an incentive for retaining our qualified and competent key employees, officers and directors. The 2015 Plan Options vest over three years and have an exercise period of ten years from the date of issuance. As of December 31, ~~2017,~~2019, 2015 Plan Options to purchase 5,000,000 shares of our Common Stock have been issued with ~~4,492,666~~3,986,000 remaining outstanding.

On December 7, 2016, we established the CareView Communications, Inc. 2016 Stock Option Plan (the “2016 Plan”) pursuant to which 20,000,000 shares of Common Stock was reserved for issuance upon the exercise of options (“2016 Plan Option(s)”). The 2016 Plan was designed to serve as an incentive for retaining our qualified and competent key employees, officers and directors. The 2016 Plan Options vest over three years and have an exercise period of ten years from the date of issuance. As of December 31, ~~2017,~~2019, 2016 Plan Options to purchase ~~12,262,033~~12,262,034 shares of our Common Stock have been issued ~~11,752,033~~11,559,367 remaining outstanding.

~~F- 18~~

~~CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

The valuation methodology used to determine the fair value of the 2007 Plan Options, 2009 Plan Options, 2015 Plan Options and 2016 Plan Options, collectively, (the “Option(s)”) issued ~~during the year~~ was the Black-Scholes Model. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the weighted average expected term of the options.

~~The assumptions used in the Black-Scholes Model during the years ended December 31, 2017 and 2016 are set forth in the table below.~~

2017 2016
Risk-free interest rate 1.17-2.15 % 1.13-1.84 %
Volatility 78.40-89.93 % 63.49-73.73 %
Expected life 6 6
Dividend yield 0.00 % 0.00 %

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 expected term of the stock option and is calculated by using the average daily historical stock prices through the day preceding the grant date.

A summary of our Option activity and related information follows:

Number of Shares Under Option Weighted Average Exercise Price Weighted
Average
Remaining
Contractual
Life Aggregate Intrinsic Value
Balance at December 31, 2015 9,350,667 $ 0.58 7.6 $ 15,705
   Granted 6,907,975 $ 0.11
   Exercised —
   Expired (206,664 )
   Forfeited (141,003 )
Balance at December 31, 2016 15,910,975 $ 0.37 8.0 $ —
   Granted 8,017,002 $ 0.08 9.9 $ —
   Exercised —
   Expired (449,521 )
   Forfeited (817,997 )
Balance at December 31, 2017 22,660,459 $ 0.27 8.1 $ —
Vested and Exercisable at December 31, 2017 10,018,489 $ 0.46 6.4 $ —

~~F- 19~~

	Number of Shares Under Option			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Balance at December 31, 2017		22,660,459		$	0.27		8.1	$	—
Expired		(711,835	)
Canceled		(248,331	)
Balance at December 31, 2018		21,700,293		$	0.26		7.1	$	—
Expired		(1,106,334	)
Canceled		(69,167	)
Balance at December 31, 2019		20,524,792		$	0.25		6.3	$	—
Vested and Exercisable at
December 31, 2019		18,087,789		$	0.27		6.0	$	—

~~CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~The weighted-average grant date fair value of~~No Options ~~granted~~were issued during ~~the years ended December 31, 2017~~2019 and ~~2016 was $0.03 and $0.06 per share, respectively.~~2018.

Share-based compensation expense for Options charged to our operating results for the years ended December 31, ~~2017~~2019 and ~~2016~~2018 (approximately ~~$398,000~~$196,000 and ~~$717,000,~~$263,000, respectively) is based on awards vested. The estimate of forfeitures are to be estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from the estimates. We have not included an estimate for forfeitures due to our limited history and we revise based on actual forfeitures each period.

F- 19

CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

At December 31, ~~2017,~~2019, total unrecognized estimated compensation expense related to non-vested Options granted prior to that date was approximately ~~$543,000,~~$70,000 which is expected to be recognized over a weighted-average period of ~~2.2 years.~~1 year. No tax benefit was realized due to a continued pattern of operating losses.

~~Option Activity During 2017~~

●

~~In March 2017, we granted 2016 Plan Options to purchase 20,000 shares with an exercise price of $0.09 per share to an employee,~~

●

~~In May 2017, we granted 2016 Plan Options to purchase 5,000 shares with an exercise price of $0.17 per share to an employee,~~

●

~~In June 2017, we granted 2016 Plan Options to purchase 520,000 shares with an exercise price of $0.11 per share to certain employee,~~

●

~~In November 2017, we granted 2016 Plan Options to 5 directors (666,667 each, totaling 4,000,002): to purchase shares with an exercise price of $0.06 per share.~~

●

~~In December 2017, we granted 2016 Plan Options to purchase 472,000 shares with an exercise price of $0.10 per share to certain employees, and~~

●

~~In December 2017, we granted 2016 Plan Options to an officer/director (2,000,000), and an officer (1,000,000) to purchase shares with an exercise price of $0.10 per share.~~

~~Option Activity During 2016~~

●

~~In March 2016, we granted 2015 Plan Options to purchase 20,000 shares with an exercise price of $0.30 per share to an employee,~~

●

In August 2016, we granted 2015 Plan Options to 5 directors (235,295 each, totaling 1,176,475) and 35,000 to an employee to purchase shares with an exercise price of $0.17 and $0.18 per share, respectively,

●

~~In September 2016, we granted 2015 Plan Options to purchase 50,000 shares with an exercise price of $0.08 per share to an employee,~~

●

In December 2016, we granted 2015 Plan Options to purchase 1,381,469 shares with an exercise price of $0.08 per share to certain employees and 754,969 shares with an exercise price of $0.10 to an employee, and

●

~~In December 2016, we granted 2016 Plan Options to an officer/director (2,000,000), an officer (2,000,000) and 245,031 to an employee to purchase shares with an exercise price of $0.10 per share.~~

~~F- 20~~

~~CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

NOTE 5 – INCOME TAXES

At December 31, ~~2017,~~2019, we had approximately ~~$77 million~~$86,500,000 of federal net operating tax loss carry-forward which begins to expire in 2029 and approximately ~~$17 million~~$19,600,000 of state net operating losses which begins to expire in 2029.

The differences between the actual income tax benefit and the amount computed by applying the statutory federal tax rate ~~(35%)~~(21% for the year ended December 31, 2019 and 2018) to the loss before taxes are as follows:

	Years Ended December 31,
	2017			2016			Years Ended December 31,
							2019			2018
Expected income tax benefit at statutory rate	$	(6,968,974	)	$	(6,514,444	)	$	(2,969,493	)	$	(3,374,011	)
Debt discount amortization		701,472			701,240			683,911			552,382
Permanently disallowed interest		671,234			801,750			223,586			293,975
Other permanent differences		24,458			30,818			10,264			13,359
State income tax benefit, net of tax effect at state statutory rate		—			—			—			—
Deferred pool true-ups/corrections related to:
Net operating losses		—			45,138			—			—
Other		(83,190	)		(43,369	)		65,226			(57,073	)
Change in federal tax rate		14,245,571			—			—			—
Change in valuation account		(8,590,571	)		4,978,867			1,986,506			2,571,368
Income tax expense (benefit)	$	—		$	—		$	—		$	—

F- 20

CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The components of the deferred tax assets and liabilities are as follows:

December 31,
2017 2016
Deferred Tax Assets:
Tax benefit of net operating loss carry-forward $ 16,247,978 $ 23,966,537
Accrued interest 5,195,193 6,525,289
Stock based compensation 1,166,081 1,804,050
Amortization of intangible assets 191,457 389,695
Depreciation of property and equipment 305,987 223,211
Accrued expenses and other liabilities 94,619 105,674
Research and development credit carry-forward 29,084 29,084
Donations 7,102 11,241
Beneficial conversion feature debt discount (1,840,060 ) (3,066,771 )
Total deferred tax assets 21,397,441 29,988,010
Valuation allowance for deferred tax assets (21,397,441 ) (29,988,010 )
Deferred tax assets, net of valuation allowance $ — $ —

As a result of certain income tax accounting realization requirements with respect to accounting for share-based compensation, the table of deferred tax assets shown above does not include certain deferred tax assets at December 31, 2017 that arose directly from tax deductions related to equity compensation that is greater than the compensation recognized for financial reporting. If such deferred tax assets are subsequently realized, they will be recorded to contributed capital in the amount of approximately $1,166,000.

~~F- 21~~

~~CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

	December 31,
	2019			2018
Deferred Tax Assets:
Tax benefit of net operating loss carry-forward	$	18,162,329		$	17,794,637
Accrued interest		7,538,930			6,142,738
Stock based compensation		1,265,290			1,224,202
Amortization of intangible assets		100,550			147,604
Depreciation of property and equipment		393,935			390,632
Accrued expenses and other liabilities		60,192			73,920
Research and development credit carry-forward		29,084			29,084
Donations		5,947			6,052	��
Asset reserve		237,527			—
Bad debt allowance		1,591			—
Beneficial conversion feature debt discount		(1,840,060	)		(1,840,060	)
Total deferred tax assets		25,955,315			23,968,809
Valuation allowance for deferred tax assets		(25,955,315	)		(23,968,809	)
Deferred tax assets, net of valuation allowance	$	—		$	—

In ~~2017 the deferred tax valuation allowance decreased by $8,590,571. In 2016~~2019 the deferred tax valuation allowance increased by ~~$4,978,867.~~$1,986,506. In 2018 the deferred tax valuation allowance increased by $2,571,368. The realization of the tax benefits is subject to the sufficiency of taxable income in future years. The combined deferred tax assets represent the amounts expected to be realized before expiration.

We periodically assess the likelihood that we will be able to recover our deferred tax assets. We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible profits.

As of December 31, ~~2017~~2019 and ~~2016,~~2018, we established valuation allowances equal to the full amount of the net deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.

For the years ended December 31, ~~2017~~2019 and ~~2016,~~2018, no amounts have been recognized for uncertain tax positions and no amounts have been assessed or recognized related to interest or penalties related to uncertain tax positions. We have determined that it is not reasonably likely for the amounts of unrecognized tax benefits to significantly increase or decrease within the next twelve months. We are currently subject to the general three-year statute of limitation for federal tax. Under this general rule, the earliest period subject to potential audit is ~~2014.~~2016. For years in which the company may utilize its net operating losses, the IRS has the ability to examine the tax year that generated those losses and propose adjustments up to the amount of losses utilized.

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. Only 80% of current income will be able to be offset with a net operating loss carryforward, with the remainder of the net operating loss continuing to carry forward. 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 reduction of deferred tax assets related to net operating losses and research and development tax credits. Such reduction is expected to be largely offset by changes to the Company’s valuation allowanceF- 21

CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – OTHER CURRENT ASSETS

Other current assets consist of the following:

December 31,
2017 2016
Prepaid expenses $ 564,503 $ 102,601
Other current assets 21,119 12,116
TOTAL OTHER CURRENT ASSETS $ 585,622 $ 114,717

~~F- 22~~

~~CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

	December 31,
	2019		2018
Prepaid equipment	$	102,215	$	1,394,044
Other prepaid expenses		109,185		—
Other current assets		9,064		14,382
TOTAL OTHER CURRENT ASSETS	$	220,464	$	1,408,426

NOTE 7 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	December 31,						December 31,
	2017			2016			2019			2018
Network equipment	$	13,610,280		$	12,632,559		$	12,424,248		$	12,302,328
Office equipment		291,003			243,267			207,608			293,709
Vehicles		217,004			161,584			217,004			217,004
Test equipment		177,386			166,484			197,090			175,603
Furniture		90,827			87,646			91,341			90,827
Warehouse equipment		9,524			9,524			9,524			9,524
Leasehold improvements		5,121			5,121			5,121			5,121
		14,401,145			13,306,185			13,151,936			13,094,116
Less: accumulated depreciation		(11,079,604	)		(9,153,771	)		(11,173,916	)		(10,607,450	)
TOTAL PROPERTY AND EQUIPMENT	$	3,321,541		$	4,152,414		$	1,978,020		$	2,486,666

Depreciation expense for the years ended December 31, ~~2017~~2019 and ~~2016~~2018 was ~~$1,840,606~~$666,387 and ~~$1,759,016,~~$1,234,582, respectively.

F- 22

CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – OTHER ASSETS

Intangible assets consist of the following:

	December 31, 2017						December 31, 2019
	Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net
Patents and trademarks	$	806,279	$	146,246	$	660,033	$	1,070,871	$	243,702	$	827,169
Other intangible assets		59,122		53,237		5,885		63,509		59,996		3,513
TOTAL INTANGIBLE ASSETS	$	865,401	$	199,483	$	665,918	$	1,134,380	$	303,698	$	830,682

December 31,2016
Cost Accumulated Amortization Net
Patents and trademarks $ 711,961 $ 104,574 $ 607,387
Other intangible assets 53,088 48,138 4,950
TOTAL INTANGIBLE ASSETS $ 765,049 $ 152,712 $ 612,337

~~F- 23~~

~~CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

	December 31,2018
		Cost		Accumulated Amortization		Net
Patents and trademarks	$	932,149	$	192,995	$	739,154
Other intangible assets		63,508		56,522		6,986
TOTAL INTANGIBLE ASSETS	$	995,657	$	249,517	$	746,140

Other assets consist of the following:

	December 31, 2017						December 31, 2019
	Cost		Accumulated Amortization		Net			Cost		Accumulated Amortization		Net
Deferred debt issuance costs	$	1,257,778	$	451,216	$	806,562
Deferred financing costs		850,363		296,863		553,500
Deferred installation costs		1,748,818		1,533,270		215,548	$	1,288,156	$	1,206,968	$	81,188
Prepaid license fee		249,999		103,824		146,175		249,999		136,611		113,388
Security deposit		46,124		—		46,124		46,124		—		46,124
TOTAL OTHER ASSETS	$	4,153,082	$	2,385,173	$	1,767,909	$	1,584,279	$	1,343,579	$	240,700

	December 31,2016						December 31,2018
	Cost		Accumulated Amortization		Net			Cost		Accumulated Amortization		Net
Deferred debt issuance costs	$	1,257,778	$	271,528	$	986,250
Deferred financing costs		805,917		185,466		620,451
Deferred installation costs		1,582,059		1,228,558		353,501	$	1,810,414	$	1,675,728	$	134,686
Prepaid license fee		249,999		87,431		162,568		249,999		120,217		129,782
Security deposit		46,124		—		46,124		46,124		—		46,124
TOTAL OTHER ASSETS	$	3,941,877	$	1,772,983	$	2,168,894	$	2,106,537	$	1,795,945	$	310,592

F- 23

CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 – OTHER CURRENT LIABILITIES

Other current liabilities consist of the following:

	December 31,				December 31,
	2017		2016		2019		2018
Accrued interest					$	3,751,061	$	750,548
Allowance for system removal	$	176,750	$	116,350		152,800		236,650
Accrued professional services		137,018		25,000
Accrued paid time off						112,176		129,773
Deferred commission						139,041		117,206
Accrued rent expense						22,161		68,780
Deferred revenue						255,398		58,559
Accrued taxes		127,225		182,122		29,309		23,156
Accrued rent expense		120,433		—
Accrued paid time off		112,577		126,486
Insurance Premium Financing						19,360		—
Other accrued liabilities		76,053		35,892		24,199		31,568
TOTAL OTHER CURRENT LIABILITIES	$	750,056	$	485,850	$	4,505,505	$	1,416,240

NOTE ~~10–~~10 – COMMITMENTS AND CONTINGENCIES

Operating Lease

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 December 8, 2014, we entered into a Lease Extension Agreement (the “Lease Extension”), wherein we extended the Lease through June 30, 2020. 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. Rent expense for the years ended December 31, ~~2017~~2019 and ~~2016~~2018 was ~~$386,429~~$263,664 and ~~$199,553,~~$233,497, respectively.

~~F- 24~~

~~CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~A summary of the monthly~~Monthly base rent per the Lease and the Lease Extension ~~follows:~~through the end of term, June 30, 2020, is $15,968. Future minimum payments through the end of term are $95,810.

Years Ending
June 30,
2018 $ 15,052
2019 $ 15,503
2020 $ 15,968

~~As of December 31, 2017, future minimum rental payments are as follows:~~On March 4, 2020, we entered into the fourth amendment to the commercial lease agreement extending the terms. See Note 14 in accompanying consolidated financial statements.

Years Ending
December 31,
2018 $ 183,330
2019 183,330
Through June 30, 2020 95,810
Total $ 462,470

F- 24

CAREVIEW COMMUNICATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Debt Maturity

As of December 31, ~~2017,~~2019, future debt payments due are as follows:

Years
Ending December 31, Total Loan Payable
Senior Secured Convertible Notes⁽¹⁾
Notes Payable
2018 $ 8,533,334 $ 8,333,334 $ — $ 200,000
2019 5,513,786 5,000,000 — 513,786
2020 6,666,666 6,666,666 — —
2021 43,752,003 — 43,752,003 —
2022 10,130,338 — 10,130,338 —
Thereafter 16,676,471 — 16,676,471 —
Total $ 91,272,598 $ 20,000,000 $ 70,558,812 $ 713,786

⁽¹⁾~~Senior Secured Convertible Notes are included on the accompanying consolidated financial statements as $70,558,812, which represents this amount less debt discount of $18,161,723.~~

Years Ending December 31,	Total		Note Payable		Senior Secured Convertible Notes⁽¹⁾		Notes Payable
2020	$	20,563,786	$	20,563,786	$	—	$	—
2021		45,966,949		—		—		45,966,949
2022		10,643,186		—		—		10,643,186
2023		—		—		—		—
Thereafter		24,919,513		—		24,919,513		—
Total	$	102,093,434	$	20,563,786	$	24,919,513	$	56,610,135

~~F- 25~~

⁽¹⁾

Senior Secured Convertible Notes are included on the accompanying consolidated financial statements as $20,599,475, which represents this amount less debt discount of $4,320,038.

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

	Large accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☐	Smaller reporting company ☒
~~(Do not check if smaller reporting company.)~~		Emerging growth company ☐


ITEM 1.	BUSINESS		3

ITEM 1A.	RISK FACTORS		18 14

ITEM 1B.	UNRESOLVED STAFF COMMENTS		18 14

ITEM 2.	PROPERTIES		18 14

ITEM 3.	LEGAL PROCEEDINGS		18 14

ITEM 4.	MINE SAFETY DISCLOSURES		18 14

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		19 14

ITEM 6.	SELECTED FINANCIAL DATA		20 15

ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		21 16

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		28 23

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		28 23

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		28 23

ITEM 9A.	CONTROLS AND PROCEDURES		28 23

ITEM 9B.	OTHER INFORMATION		29 24

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	30	24

ITEM 11.	EXECUTIVE COMPENSATION		39 34

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	43	37

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		4538

ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES		4539

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		4640

ITEM 16.	FORM ~~10-K~~10K SUMMARY	50	43

Installed Hospitals	Installed Units	Billable Units	Total Staffed Beds in Contracted/ Pilot Hospitals	*Potential Units Available Under Current Contract/ Pilot Contracts^()**	Units in Negotiation Prior to Contract/ Pilot
126	10,122	8,281	162,736	65,743	65,396

Installed Hospitals	Installed BEUS	Billable BEUs	Total Staffed Beds in Contracted/ Pilot Hospitals	Potential Units Available Under Current Contract/ Pilot *Contracts ^()**	Units in Negotiation Prior to Contract/ Pilot
124	9,805	9,715	178,752	61,609	33,079

☒	☒	ANNUAL REPORT ~~UNDER~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the fiscal year ended: December 31, 2019

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

	For the transition period from________ to ___________

	~~Securities registered pursuant to Section 12(g) of the Exchange Act:~~	~~Common Stock, Par Value $0.001~~
		~~(Title of class)~~

Quarter Ended	High		Low
Fiscal Year 2017
Fourth Quarter	$	0.06	$	0.02
Third Quarter	$	0.11	$	0.04
Second Quarter	$	0.22	$	0.09
First Quarter	$	0.10	$	0.06

Fiscal Year 2016
Fourth Quarter	$	0.10	$	0.04
Third Quarter	$	0.18	$	0.07
Second Quarter	$	0.26	$	0.14
First Quarter	$	0.38	$	0.22

Plan Category	Number of Securities to be issued upon exercise of outstanding options (a)		Weighted-average exercise price of outstanding options (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c)		Number of Securities to be issued upon exercise of outstanding options (a)		Weighted- average exercise price of outstanding options (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c)
Equity compensation plan approved by security holders: 2007 Plan		25,000	$	0.52		—		—		—		—
Equity compensation plan approved by security holders: 2009 Plan		6,390,760	$	0.61		—		4,979,426	$	0.60		—
Equity compensation plan not approved by security holders: 2015 Plan		4,492,666	$	0.28		—		3,986,000	$	0.28		—
Equity compensation plan not approved by security holders: 2016 Plan		11,752,033	$	0.09		7,737,967		11,559,367	$	0.09		7,737,966
Total		22,660,459	$	0.27		7,737,967		20,524,793	$	0.25		7,737,966

	Year Ended December 31,						Year Ended December 31,
	2017			2016			2019			2018
Human resource costs, including benefits		48	%		45	%		46	%		50	%
Depreciation and amortization expense		15	%		15	%		8	%		13	%
Travel and entertainment		9	%		10	%		6	%		6	%
Other expenses		8	%		6	%		23	%		8	%
Other product deployment costs, excluding human resources and travel and entertainment expense		7	%		9	%		6	%		6	%
Professional fees and consulting expenses		6	%		5	%		7	%		9	%
Non-cash expense related to option grants		3	%		6	%		2	%		3	%
Research and development costs		3	%		2	%		1	%		3	%
Other sales and marketing costs, excluding human resources costs, travel and entertainment expense, and consulting expenses		1	%		2	%		1	%		2	%

	(000’s)				(000’s)
Increase:
Other expenses				$	1,486
Travel and entertainment					43
Decrease:
Depreciation and amortization					(564	)
Human resource costs, including benefits	$	686			(468	)
Other expenses		225
Professional and consulting expenses		123
Research and development costs		111
Depreciation and amortization		71
Decrease:
Professional and consulting costs					(206	)
R&D costs					(202	)
Other sales and marketing costs, excluding human resources costs, travel and entertainment expense, and consulting expenses					(91	)
Other product deployment costs, excluding human resources and travel and entertainment expense					(84	)
Non-cash expense related to option grants		(319	)		(67	)
Travel and entertainment		(138	)
Other product deployment costs, excluding human resources and travel and entertainment expense		(136	)
Other sales and marketing costs, excluding human resources costs, travel and entertainment expense, and consulting expenses		(26	)
	$	597		$	(153	)

Contractual Obligations (000’s)
	As of December 31,
	Total		2018		2019 and 2020		2021 and 2022		Beyond 2022
Notes and Loans Payable	$	91,273	$	8,533	$	12,181	$	53,882	$	16,677
Operating Lease		462		183		279		—		—
Total	$	91,735	$	8,716	$	12,460	$	53,882	$	16,677

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)⁽¹⁾		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Steven G. Johnson⁽²⁾	2017	$	255,112		—		—		—		—		—	$	14,100	$	269,212
(President, CEO, Sec., Treas.)	2016	$	255,228		—		—	$	114,000		—		—	$	18,711	$	387,939

Sandra K McRee⁽³⁾	2017	$	215,111		—		—	$	50,000		—		—	$	4,895	$	270,006
(COO)	2016	$	212,507		—		—	$	114,000		—		—	$	5,145	$	331,652

L. Allen Wheeler⁽⁴⁾	2017		—		—		—		—		—		—		—		—
(Principal Financial Officer)	2016		—		—		—		—		—		—		—		—

Jon E. Freeman⁽⁵⁾	2017	$	106,036		—		—				—		—	$	3,062	$	109,098
Chief Financial Officer (CFO)

Name	Fees Earned or Paid in Cash		Stock Awards ($)		Option Awards ($)⁽¹⁾		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
L. Allen Wheeler⁽²⁾					$	52,650							$	52,650
					$	49,650							$	49,650
					$	50,700							$	50,700
					$	24,000							$	24,000
		—		—	$	24,000		—		—		—	$	24,000
Steve G. Johnson⁽³⁾		—		—	$	24,000		—		—		—	$	24,000
Steven B. Epstein⁽⁴⁾					$	221,500							$	221,500
					$	16,900							$	16,900
					$	24,000							$	24,000
		—		—	$	24,000		—		—		—	$	24,000
Dr. James R. Higgins⁽⁵⁾					$	66,450							$	66,450
					$	24,000							$	24,000
		—		—	$	24,000		—		—		—	$	24,000
Jeffery C. Lightcap		—		—		—		—		—		—		—

Jason T. Thompson⁽⁶⁾					$	39,000							$	39,000
					$	24,000							$	24,000
		—		—	$	24,000		—		—		—	$	24,000
David R. White⁽⁷⁾					$	130,000							$	130,000
					$	24,000							$	24,000
		—		—	$	24,000		—		—		—	$	24,000

Description	Assets/ (Liabilities) Measured at Fair Value			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)

Fair value of warrant liability
2017	$	(11,157	)	$	—	$	—	$	(11,157	)
2016	$	(629	)	$	—	$	—	$	(629	)

	2017			2016
Risk-free interest rate		1.17-2.15	%		1.13-1.84	%
Volatility		78.40-89.93	%		63.49-73.73	%
Expected life		6			6
Dividend yield		0.00	%		0.00	%

	Number of Shares Under Option			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Balance at December 31, 2015		9,350,667		$	0.58		7.6	$	15,705
Granted		6,907,975		$	0.11
Exercised		—
Expired		(206,664	)
Forfeited		(141,003	)
Balance at December 31, 2016		15,910,975		$	0.37		8.0	$	—
Granted		8,017,002		$	0.08		9.9	$	—
Exercised		—
Expired		(449,521	)
Forfeited		(817,997	)
Balance at December 31, 2017		22,660,459		$	0.27		8.1	$	—
Vested and Exercisable at December 31, 2017		10,018,489		$	0.46		6.4	$	—

Years Ending December 31,
2018	$	183,330
2019		183,330
Through June 30, 2020		95,810
Total	$	462,470

Years Ending December 31,	Total		Loan Payable		Senior Secured Convertible Notes⁽¹⁾		Notes Payable
2018	$	8,533,334	$	8,333,334	$	—	$	200,000
2019		5,513,786		5,000,000		—		513,786
2020		6,666,666		6,666,666		—		—
2021		43,752,003		—		43,752,003		—
2022		10,130,338		—		10,130,338		—
Thereafter		16,676,471		—		16,676,471		—
Total	$	91,272,598	$	20,000,000	$	70,558,812	$	713,786

	Year Ended December 31, 2017		Year Ended December 31, 2016

Revenue, net	$	—	$	28,388
Network operations expense		—		16,655
General and administrative expense (recovery)		—		(19,466	)
Depreciation		—		48,794
Total operating costs		—		45,983
Operating loss		—		(17,595	)
Other expense		—		(88,529	)
Loss before taxes		—		(106,124	)
Provision for taxes		—		—
Net loss		—		(106,124	)
Net loss attributable to noncontrolling interest		—		(53,062	)
Net loss attributable to CareView Communications, Inc.	$	—	$	(65,082	)