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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting ~~company or an emerging growth~~ company. See the definitions of “large accelerated filer,” “accelerated ~~filer,”~~filer” and “smaller reporting ~~company,” and “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 13(a) of the Exchange Act. ☐

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

The number of shares outstanding of each of the issuer’s classes of Common Stock as of November ~~9, 2017~~13, 2023 was ~~139,380,748.~~583,880,748.

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

~~FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER~~SUBSIDIARY
Condensed Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, ~~2017~~2023, and ~~2016~~

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

CHANGES IN EQUITY
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, ~~2017~~2023 AND ~~2016~~

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

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Unaudited)

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

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The accompanying unaudited interim condensed consolidated financial statements of CareView Communications, Inc. (“CareView”, the “Company”, “we”, “us” or “our”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The balance sheet at December 31, ~~2016~~2022 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Results of operations for interim periods are not necessarily indicative of results for the full year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2022 as filed with the SEC on ~~March 31, 2017.~~May 26, 2023.

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

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

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

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

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

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

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

During the nine months ended September 30, 2023 and 2022, a total of $21,145 and $210,681, respectively, of subscription-based deferred contract liability was recognized as revenue. The table below details the subscription-based contract liability activity during the nine months ended September 30, 2023 and 2022, included in the Other current liabilities.

During the nine months ended September 30, 2023 and 2022, a total of $1,331,409 and $1,829,720, respectively, of sales-based deferred contract liability was recognized as revenue. The table below details the sales-based contract liability activity during the nine months ended September 30, 2023 and 2022, included in the Other current liabilities.

As of September 30, 2023, the aggregate amount of deferred revenue from subscription-based contracts and sales-based contracts allocated to performance obligations that are unsatisfied or partially satisfied is approximately $1,345,706 and will be recognized into revenue over time as follows:

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 ~~shares of~~ common ~~stock~~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 128,000,000~~46,801,922 and ~~113,000,000 at~~222,000,000 on September 30, ~~2017~~2023 and ~~2016,~~2022, respectively, have been excluded from the diluted earnings per share calculation as they are anti-dilutive due to our reported net loss. The 46,801,922 potential common shares consist of 41,107,477 stock options and 5,694,445 warrants.

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

~~Aside~~The guidance affects loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the ~~paragraph below related~~scope that have the contractual right to ~~Revenue from Contracts with Customer, there~~receive cash. We, as a smaller reporting company as defined by the SEC, have ~~been no material changes to our significant accounting policies as summarized in~~ ~~NOTE 2~~ of our Annual Report on Form 10-K for the year ended December 31, 2016. We do not expect that the adoption of any recent accounting pronouncements will have a material impact on our accompanying condensed consolidated financial statements.

~~NOTE 1 – BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)~~

~~In May 2014, the FASB issued~~adopted 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 is2016-13 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 licensesJanuary 1, 2023. As 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 doSeptember 30, 2023, ASU 2016-13 does 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 initial 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 initial analysis to our current accounting practices. Upon adoption we plan to use the full retrospective transition method for recognizing revenue. At this point of our analysis, we do not believe that the adoption of this standard will have aany material effect on the ~~timing~~Company.

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

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

As of September 30, 2017, we have cash and cash equivalents of approximately $3,667,000 and working capital of approximately $3,609,000. We also have $3,250,000 recorded as restricted cash related to a debt covenant in our credit agreement with PDL BioPharma, Inc. ("PDL") (the "PDL Credit Agreement") (see ~~NOTE 12~~ ~~for further details).~~

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.~~

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

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

As of September 30, ~~2018. We anticipate~~2023, the Company had a working capital deficit of $36,099,968. Management has evaluated the significance of the conditions described above in relation to the Company’s ability to meet its obligations and concluded that, ~~our current resources, along with cash generated from operations,~~without additional funding, the Company will not behave sufficient funds to meet ~~our~~its obligations within one year from the date the consolidated financial statements were issued. While management will look to continue funding operations by increased sales volumes and raising additional capital from sources such as sales of its debt or equity securities or loans to meet operating cash requirements, ~~throughout~~there is no assurance that management’s plans will be successful.

On March 30, 2023, noteholders owning Replacement Notes in an aggregate of $26,200,000, entered into a Replacement Note Conversion Agreement, wherein the ~~evaluation period, including funding anticipated losses and scheduled debt maturities. We expect to seek additional funds from~~Replacement Notes were converted into shares of the Company’s common stock at a ~~combination~~conversion price of ~~dilutive and/or non-dilutive financings~~$0.10 per share, resulting in the ~~future. Because such transactions have not been finalized, receipt~~issuance of ~~additional funding is not considered probable under current accounting standards. If we do not generate sufficient~~an aggregate of 262,000,000 shares (the “Conversion Shares”). The Conversion Shares bear a lockup legend that expires December 31, 2023.

Upon this conversion, and as of March 31, 2023, the Company’s officers and board of directors held the majority of the Company’s outstanding voting stock. With controlling interest of the majority of outstanding shares, the Company’s majority shareholders voted to amend its articles of incorporation to increase the authorized shares available for issuance from 500,000,000 to 800,000,000, with an effective date of May 22, 2023.

On May 24, 2023, noteholder owning Replacement Notes in the aggregate of $18,000,000, presented Conversion Notices, per the terms of the Replacement Notes, to the Company to convert the Replacement Notes into 180,000,000 shares of the Company’s common stock at a conversion price of $0.10 per share. The shares bear a lock-up legend that expires December 31, 2023.

Management continues to monitor the immediate and future cash flows needs of the company in a variety of ways which include forecasted net cash flows from operations, capital expenditure control, new inventory orders, debt modifications, increases in sales outreach, streamlining and ~~obtain sufficient funds when needed, we expect that we would scale back our operating plan by deferring~~controlling general and administrative costs, competitive industry pricing, sale of equities, debt conversions, new product or ~~limiting some, or all, of our~~services offerings, and new business partnerships.

The Company’s net losses, cash outflows, and working 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,deficit raise substantial doubt ~~is deemed to exist~~ about the Company’s ability to continue as a going concern. ~~As we~~The accompanying consolidated financial statements have been prepared assuming that the Company will continue ~~to incur losses, our~~as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. A successful transition to ~~profitability~~attaining profitable operations is dependent upon achieving a level of ~~revenues~~positive cash flows adequate to support ~~its~~the Company’s 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. The Company has initiated discussions with PDL regarding the PDL Credit Agreement.

We use the Black-Scholes-Merton option pricing model (“Black-Scholes Model”) to determine the fair value of ~~warrants to purchase Common Stock of the Company (“Warrants”) (except certain Warrants issued to HealthCor in 2011 as discussed in~~ ~~NOTE 11~~ and the warrants issued in connection with a private placement completed in April 2013 “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.Warrants. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the weighted average term of the Warrant. The 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. As discussed in ~~NOTE 11,~~ ~~the Warrants issued to HealthCor in 2011 were substantially amended and no longer contain down round provisions.~~

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

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

A summary of our ~~stock price during 2007-2009.~~Warrants activity and related information follows:

~~During the nine months ended September 30, 2017, no Warrants were issued, 340,000 Warrants expired and none were exercised.~~

~~As of September 30, 2017 and December 31, 2016, we recorded a warrant liability of $629 in our consolidated financial statements.~~

~~During the three months ended September 30, 2016, no Warrants were issued and none were exercised or expired.~~

As of December 31, 2015, we recorded a warrant liability of $168,805 in our consolidated financial statements. At September 30, 2016, the Private Placement Warrants were re-valued with a fair value determination of $2,964, resulting in a difference of $165,841, which was included as change in fair value of warrant liability in other income and expense in the accompanying condensed consolidated financial statements.

During the nine months ended September 30, ~~2017, we granted~~2023, 600,000 options to purchase ~~545,000 shares of~~ our Common Stock ~~(the ’‘Option(s)’’) to certain employees. During those same nine month period, 222,830 Options~~ were ~~canceled.~~

~~A summary~~granted having a fair value of ~~our stock option activity~~$33,300 and ~~related information follows:~~

exercise price of $0.06 per share. The valuation methodology used to determine the fair value of the ~~Options~~stock options issued was the Black-Scholes Model.

The ~~assumptions used in the~~ Black-Scholes Model ~~are set forth in~~requires the ~~table below.~~

~~The~~use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, ~~assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for~~and the weighted average expected term of the Option 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. Our calculation of estimated volatility is based on historical stock prices over a period equal to the expected life of the awards.

~~Share-based compensation expense for Options charged to our operating results for~~options. During the nine months ended September 30, ~~2017 and 2016 ($313,758 and $565,806, respectively) is based on awards vested. The estimate~~2023, 310,000 options expired or were terminated.

A summary of ~~forfeitures are to be recorded at the time of grant and revised in subsequent periods if actual forfeitures differ from the estimates. We have not included an adjustment to~~ our stock based compensation expense based on the nominal amount of the historical forfeiture rate. We do, however, revise our stock based compensation expense based on actual forfeitures during each reporting period.option activity and related information follows:

At September 30, ~~2017,~~2023, total unrecognized estimated compensation expense related to non-vested Options granted prior to that date was approximately ~~$450,578,~~$49,028, which is expected to be recognized over a weighted-average period of ~~1.8~~2.1 years. No tax benefit was realized due to a continued pattern of operating losses.

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

Depreciation expense for the nine months ended September 30, ~~2017~~2023 and ~~2016~~2022 was ~~$1,365,983~~$273,477 and ~~$1,306,621,~~$375,867, respectively.

Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We do not expect to pay any significant federal or state income tax for ~~2017 as a result~~2023 because of the losses recorded during the nine months ended September 30, ~~2017 and the additional losses expected for the remainder of 2017~~2023 and net operating loss carry forwards from prior years. In assessing the realizability of deferred tax asset, including the net operating loss carryforwards (NOLs), the Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize its existing deferred assets. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period when those temporary differences become deductible. Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some component or all of the benefits of deferred tax assets will not be realized. As of September 30, ~~2017,~~2023, we maintained a full valuation allowance for all deferred tax assets. Based on these requirements, no provision or benefit for income taxes has been recorded. There were no recorded unrecognized tax benefits at the end of the reporting period.

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

The effective tax rate for the nine months ended September 30, 2023 was different from the federal statutory rate due primarily to change in the valuation allowance and nondeductible interest and amortization expense.

On ~~November 16, 2009,~~June 26, 2015, we entered into a ~~Master Investment~~Credit Agreement (as subsequently amended) with PDL BioPharma, Inc. (“PDL”), as administrative agent and lender (“the Lender”) (the ~~“Rockwell~~“PDL Credit Agreement”~~) with Rockwell Holdings I, LLC, a Wisconsin limited liability company (“Rockwell”~~). Under the ~~terms~~PDL Credit Agreement the Lender made available to us up to $40 million in two tranches 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”)$20 million each. Tranche One was funded on October 8, 2015 (the ~~“Project Hospital(s)”~~“Tranche One Loan”). CareView-Hillcrest, LLC and CareView-Saline, LLC, both Wisconsin limited liability companies, 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, wherein we have the option to purchase Rockwell’s interest in the Project LLCs, we exercised that right by entering into a Settlement and LLC Interest Purchase Agreement with Rockwell (the “Settlement Agreement). Pursuant to the terms of the ~~Settlement~~PDL Credit Agreement ~~we paid Rockwell~~and having not met the ~~aggregate amount of $1,213,786~~Tranche Two Milestones by July 26, 2017, the Tranche Two funding was terminated in full.

On June 23, 2022, the Company, the Borrower, the Subsidiary Guarantor, the Lender and the Tranche Three Lenders entered into a Twenty-Sixth Amendment to Modification Agreement (the “Twenty-Sixth Modification Agreement Amendment”), pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and June 30, 2022 (with each such date permitted to be extended by the ~~issuance of a promissory note to Rockwell for $1,113,786 (the “CareView Note”)~~Lender in its sole discretion); and ~~a cash payment of $100,000. Pursuant to~~that the ~~terms of the CareView Note, we will make quarterly principal~~Borrower’s (i) interest 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 conditionsthat would otherwise be due under the ~~Settlement~~Credit Agreement ~~as of September 30, 2017. The final payment due~~ on December 31, 2018, March 31, 2019, ~~shall~~June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020, October 7, 2020 and June 30, 2022 and (ii) payments for principal and for any other Obligations then outstanding under the Tranche One Loan and the Tranche Three Loans that would otherwise be due under the Credit Agreement on June 30, 2022, would each be deferred until December 31, 2022 (the end of the extended Modification) and that such deferrals would be a ~~balloon payment of $13,786 representing~~covered event. The Company has evaluated the ~~remaining principal balance plus all accrued~~Twenty-Sixth Modification Agreement Amendment and ~~unpaid interest.~~

~~As additional consideration to Rockwell for entering into~~as the ~~Rockwell Agreement, we granted Rockwell Warrants to purchase 1,151,206 shares of our Common Stock~~effective borrowing rate under the restructured agreement is less than the effective borrowing rate on the old agreement, a concession is deemed to have been granted under ASC 470-60-55-10. As a concession has been granted, the agreement is to be accounted for as a troubled debt restructuring by debtors (TDR) under ASC 470-60.

On December 30, 2022, the Company, the Borrower, the Subsidiary Guarantor, the Lender and the Tranche Three Lenders entered into a Twenty-Seventh Amendment to Modification Agreement (the “Twenty-Seventh Modification Agreement Amendment”), pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and February 28, 2023 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s (i) interest payments that would otherwise be due under the Credit Agreement on December 31, 2018, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020 and October 7, 2020 and (ii) payments for principal and for any other Obligations then outstanding under the Tranche One Loan and the Tranche Three Loans that would otherwise be due under the Credit Agreement on October 7, 2020, would each be deferred until February 28, 2023 (the end of the ~~Rockwell~~extended Modification Period) and that such deferrals would be a covered event. The Company has evaluated the Twenty-seventh Modification Agreement Amendment and ~~using~~as the ~~Black-Scholes Model, valued~~effective borrowing rate under the ~~Warrants at $1,124,728~~restructured agreement is less than the effective borrowing rate on the old agreement, a concession is deemed to have been granted under ASC 470-60-55-10. As a concession has been granted, the agreement is to be accounted for as a troubled debt restructuring by debtors (TDR) under ASC 470-60.

On February 28, 2023, the Company, the Borrower, the Subsidiary Guarantor, the Lender and the Tranche Three Lenders entered into a Twenty-Eighth Amendment to Modification Agreement (the ~~“Project Warrant”~~“Twenty-Eighth Modification Agreement Amendment”), pursuant to which ~~amount was fully amortized at~~the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and March 31, 2023 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s (i) interest payments that would otherwise be due under the Credit Agreement on December 31, ~~2015. Pursuant to~~2018, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020 and October 7, 2020 and (ii) payments for principal and for any other Obligations then outstanding under the ~~terms~~Tranche One Loan and the Tranche Three Loans that would otherwise be due under the Credit Agreement on October 7, 2020, would each be deferred until March 30, 2023 (the end of the ~~Settlement~~extended Modification Period).

On March 31, 2023, the Company, the Borrower, the Subsidiary Guarantor, the Lender and the Tranche Three Lenders entered into a Twenty-Ninth Amendment to Modification Agreement (the “Twenty-Ninth Modification Agreement Amendment”), pursuant to which the ~~expiration~~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 April 30, 2023 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s (i) interest payments that would otherwise be due under the Credit Agreement on December 31, 2018, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020 and October 7, 2020 and (ii) payments for principal and for any other Obligations then outstanding under the Tranche One Loan and the Tranche Three Loans that would otherwise be due under the Credit Agreement on October 7, 2020, would each be deferred until April 30, 2023 (the end of the ~~Project Warrant was~~ extended ~~from November 16, 2017 to November 16, 2022. All other provisions~~Modification Period). Under debt modification/troubled debt guidance, we determined that the first of the ~~Project Warrant remained unchanged. At~~eight amendments had no cash flow impact, and therefore, had no impact on accounting. Amendments nine through ten qualified for modification accounting, while the ~~time of~~final nineteen amendments qualified for troubled debt restructuring accounting. As appropriate, we expensed the ~~extension,~~legal costs paid to third parties. For the ~~Project Warrant were revalued resulting in a $11,512 increase in fair value, which has been recorded as non-cash costs included in general~~three months ended March 31, 2023 and ~~administration expense in the accompanying condensed consolidated financial statements.~~

The Company consolidates VIEs of which it is the primary beneficiary. The liabilities recognized as a result of consolidating these VIEs do not necessarily represent additional claims on our general assets; rather, they represent claims against the specific assets of the consolidated VIEs. Conversely, assets recognized as a result of consolidating these VIEs do not represent additional assets that could be used to satisfy claims against our general assets.

~~Concurrent with the execution, and~~2022, pursuant to the terms of the ~~Settlement~~PDL Modification Agreement, as ~~discussed~~amended, $802,125 and $775,000, respectively, was recorded as interest expense on the accompanying unaudited condensed consolidated financial statements.

On April 29, 2023, the Company, the Borrower, the Subsidiary Guarantor, the Lender and the Tranche Three Lenders entered into a Thirtieth Amendment to Modification Agreement (the “Thirtieth Modification Agreement Amendment”), pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in ~~NOTE 9 above, all assets~~the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and ~~liabilities~~May 31, 2023 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s (i) interest payments that would otherwise be due under the Credit Agreement on December 31, 2018, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020 and October 7, 2020 and (ii) payments for principal and for any other Obligations then outstanding under the Tranche One Loan and the Tranche Three Loans that would otherwise be due under the Credit Agreement on October 7, 2020, would each be deferred until May 31, 2023 (the end of the ~~Project LLCs were transferred~~extended Modification Period).

On May 31, 2023 (the “Effective Date”), the Company, the Borrower, the Lender, Steven G. Johnson, President and Chief Executive Officer of the Company, and Dr. James R. Higgins, a director of the Company, entered into a Seventh Amendment to ~~our wholly owned subsidiary, CareView Communications, Inc.~~Credit Agreement (the “Seventh Credit Agreement Amendment”), pursuant to which the parties agreed to amend the Credit Agreement to, among other things, (i) provide that, after the Effective Date, all accrued but unpaid interest (including interest accrued but unpaid prior to the Effective Date and excluding interest payable on the Maturity Date, in connection with any prepayment, or in the event of an Event of Default, which interest will be payable in cash) accruing on Tranche One Loans and Tranche Three Loans will be paid-in-kind on each Interest Payment Date by being added to the aggregate principal balance of the respective loans in arrears on each Interest Payment Date; (ii) require certain mandatory prepayments of the loans by the Company, including (A) quarterly prepayments in the amount, if any, that the Company’s Excess Cash Flow exceeds $600,000, (B) monthly transfers to the Inventory Reserve Account in the amount, if any, the Company’s cash exceeds $1,200,000, (C) prepayment in the amount, if any, the Company’s Inventory Reserve Account exceeds $600,000, and (D) prepayment in the amount, if any, of 100% of the gross proceeds of any indebtedness incurred by the Company (other than permitted indebtedness); and (iii) extend the Maturity Date to December 31, 2024.

On September 30, 2023 (the “Effective Date”), the Company, the Borrower, the Lender, Steven G. Johnson, President and Chief Executive Officer of the Company, and Dr. James R. Higgins, a ~~Texas corporation, effective January 1, 2017. On June 12, 2017 we filed Form 510- Limited Liability~~director of the Company, ~~Articles~~entered into an Eighth Amendment to Credit Agreement (the “Eighth Credit Agreement Amendment”), pursuant to which the parties agreed to amend the Credit Agreement to modify certain texts originating within the Seventh Credit Agreement. Stricken texts include “all accrued but unpaid interest (including interest accrued but unpaid prior to the Effective Date and excluding interest payable on the Maturity Date, in connection with any prepayment, or in the event of ~~Dissolution~~an Event of Default, which interest will be payable in cash) accruing on Tranche One Loans and Tranche Three Loans will be paid-in-kind on each Interest Payment Date by being added to the aggregate principal balance of the respective loans in arrears on each Interest Payment Date.” Additional texts include Release of Claims, which “in consideration of the Lender’s and Agent’s agreements contained in this Amendment, each of Holdings, the Borrower and the Subsidiary Guarantor hereby releases and discharges the Lender and the Agent and their affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, consultants and attorneys (each, a “Released Person”) of and from any and all other claims, suits, actions, investigations, proceedings or demands, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or character, known or unknown, which Holdings, the Borrower or the Subsidiary Guarantor ever had or now has against the Agent, any Lender or any other Released Person which relates, directly or indirectly, to any acts or omissions of the Agent, any Lender or any other Released Person relating to the Credit Agreement or any other Loan Document on or prior to the date hereof.”

In connection with the ~~State~~PDL Credit Agreement, as amended, we issued the PDL Warrant to the Lender. As of ~~Wisconsin resulting~~September 30, 2023, the Amended PDL Warrant has not been exercised.

Due to the PDL Eighth Credit Agreement Amendment, the calculations for the “interest paid-in-kind” and quarterly “prepayment(s)” were removed effective with the quarter ending on September 30, 2023. The Company concluded that the Company is encountering financial hardship and that a concession was not granted. As the Lender has not granted a concession, the guidance contained in ASC 470-50 Modification and Extinguishment was applied. Given the ~~dissolution~~present value of the ~~Project LLCs effective that date.~~

~~The total consolidated VIE assets and liabilities reflected on our condensed consolidated balance sheets at September 30, 2017 and December 31, 2016 are as follows:~~

~~The financial performance~~cash flows under the Eighth Credit Agreement Amendment differed by less than 10% from the present value of the ~~consolidated VIEs reflected on our condensed consolidated statements~~remaining cash flows under the terms of ~~operations for~~ the ~~nine months ended September 30, 2017 and 2016 is as follows:~~prior debt agreement, the debt was determined to be not substantially different which resulted in modification accounting. The Company did not have any debt issuance costs, only legal expenses.

September 30,
2017 2016

Revenue $ — $ 21,291
Network operations expense — 12,492
General and administrative expense — 460
Depreciation — 36,531
Total operating costs — 49,483
Operating loss — (28,192 )
Other expense — (66,376 )
Loss before taxes — (94,568 )
Provision for taxes — —
Net loss — (94,568 )
Net loss attributable to noncontrolling interest — (47,284 )
Net loss attributable to CareView Communications, Inc. $ — $ (47,284 )

On April 21, 2011, we entered into a Note and Warrant Purchase Agreement (as subsequently amended) with HealthCor Partners Fund, LP (“HealthCor Partners”) and HealthCor Hybrid Offshore Master Fund, LP (“HealthCor Hybrid” and, together with HealthCor Partners, “HealthCor”) (the “HealthCor Purchase Agreement”) ~~with HealthCor.~~. Pursuant to the terms of the HealthCor Purchase Agreement, we sold and issued Senior Secured Convertible Notes to HealthCor in the principal amount of ~~$9,316,000~~$9,316,000 and ~~$10,684,000,~~$10,684,000, respectively (collectively the “2011 HealthCor Notes”). The 2011 HealthCor Notes have a maturity date of April 20, ~~2021.~~2021. We also issued Warrants to HealthCor for the purchase of an aggregate of up to 5,488,456 and 6,294,403 shares, respectively, of our Common Stock at an exercise price of ~~$1.40~~$1.40 per share (collectively the “2011 HealthCor Warrants”).

So long as no event of default has occurred, the outstanding principal balances of the 2011 HealthCor Notes accrue interest from April 21, 2011 through April 20, 2016 (the “First ~~Five Year~~Five-Year Note Period”) at the rate of ~~12.5%~~12.5% per annum, compounding quarterly and shall be added to the outstanding principal balances of the 2011 HealthCor Notes on the last day of each calendar quarter. Interest accruing from April 21, 2016 through April 20, 2021 (the “Second Five Year Note Period”) at a rate of ~~10%~~10% per annum, compounding quarterly, may be paid quarterly in arrears in cash or, at our option, such interest may be added to the outstanding principal balances of the 2011 HealthCor Notes on the last day of each calendar quarter. For the period from April 21, 2016 through September 30, ~~2017~~2018 interest has been added to the outstanding principal balance.

Pursuant to the terms of the Ninth Amendment, the accrual of interest has been suspended after September 30, 2018. From the date any event of default occurs, the interest rate, then applicable, shall be increased by five percent ~~(5%~~(5%) per annum. HealthCor has the right, upon an event of default, to declare due and payable any unpaid principal amount of the 2011 HealthCor Notes then outstanding, plus previously accrued but unpaid interest and charges, together with the interest then scheduled to accrue (calculated at the default rate described in the immediately preceding sentence) through the end of the First Five Year Note Period or the Second Five Year Note Period, as applicable.

~~At any time after April 21, 2011, HealthCor is entitled~~ Subject to the terms of the Ninth Amendment as discussed below, HealthCor’s ability to convert any portion of the outstanding and unpaid accrued interest on and principal balances of the 2011 HealthCor Notes into fully paid and ~~non-assessable~~nonassessable shares of our Common Stock ~~at a conversion rate of $1.25 per share, subject~~has been eliminated. The warrants issued with this Note were cancelled with the Ninth-Amendment dated July 10, 2018.

On March 08, 2022, we agreed with the HealthCor Parties to ~~adjustment in accordance with anti-dilution provisions set forth in~~(i) amend the 2011 HealthCor ~~Notes. As~~Notes to extend the maturity date of ~~September 30, 2017,~~ the ~~underlying shares of our Common Stock related~~2011 HealthCor Notes from April 20, 2022 to April 20, 2023 by entering into Allonge No. 4 to the 2011 HealthCor Notes ~~totaled approximately 34,000,000.~~

~~On January 31, 2012, we entered into the Second Amendment to the HealthCor Purchase Agreement with HealthCor~~ (the ~~“Second Amendment”~~“Third 2011 Note Allonges”) ~~amending the HealthCor Purchase Agreement,~~ and sold Senior Secured Convertible Notes to HealthCor in the principal amounts of $2,329,000 and $2,671,000, respectively (collectively the “2012 HealthCor Notes”). As provided by the Second Amendment,(ii) amend the 2012 HealthCor Notes ~~are in substantially~~to extend the same form as the 2011 HealthCor Notes, with changes to the “Issuance Date,” “Maturity Date,” “First Five Year Note Period” and other terms to take into account the timing of the issuance of the 2012 HealthCor Notes. The 2012 HealthCor Notes have a maturity date of January 30, 2022. In addition, the provisions regarding interest payments, interest acceleration, optional conversion, negative covenants, and events of default, preemptive rights and registration rights are the same as those of the 2011 HealthCor Notes. At any time after January 30, 2012, HealthCor is entitled to convert any portion of the outstanding and unpaid accrued interest on and principal balances of the 2012 HealthCor Notes from April 20, 2022 to April 20, 2023 by entering into fully paid and non-assessable shares of our Common Stock at a conversion rate of $1.25 per share, subject to adjustment in accordance with anti-dilution provisions set forth in the 2012 HealthCor Notes. As of September 30, 2017, the underlying shares of our Common Stock relatedAllonge No. 4 to the 2012 HealthCor Notes ~~totaled approximately 8,000,000.~~

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

~~On January 16, 2014, we entered into a Fourth Amendment to the HealthCor Purchase Agreement with HealthCor~~ (the “Fourth ~~Amendment”~~2012 Note Allonges”) ~~and sold Senior Secured Convertible Notes~~(such amendments to HealthCor in the principal amounts of $2,329,000 and $2,671,000 (collectively the ’’2014 HealthCor Notes’’). As provided by the Fourth Amendment, the 2014 HealthCor Notes are in substantially the same form as the 2011 HealthCor Notes ~~with changes to the “Issuance Date,” “Maturity Date,” “First Five Year Note Period”~~ and ~~other terms to take into account the timing of the issuance of the 2014 HealthCor Notes. The 2014~~2012 HealthCor Notes ~~have a maturity date of January 15, 2024.~~together, the “HealthCor Note Extensions”). In ~~addition,~~connection with the provisions regarding interest payments, interest acceleration, optional conversion, negative covenants, and events of default, preemptive rights and registration rights are the same as those of the 2011 HealthCor Notes. At any time after January 16, 2014, HealthCor is entitled to convert any portion of the outstanding and unpaid accrued interest on and principal balances of the 2014 HealthCor Notes into fully paid and non-assessable shares of our Common Stock at a conversion rate of $0.40 per share, subject to adjustment in accordance with anti-dilution provisions set forth in the 2014 HealthCor Notes. Additionally,Note Extensions, we issued ~~Warrants~~warrants to ~~HealthCor for the~~ purchase of an aggregate of up to 4,000,000 shares of our Common Stock at an exercise price of $0.40 per share (collectively the “2014 HealthCor Warrants”). As of September 30, 2017, the underlying shares of our Common Stock related to the 2014 HealthCor Notes totaled approximately 20,000,000.

On December 4, 2014, we entered into a Fifth Amendment to the HealthCor Purchase Agreement (the “Fifth Amendment”) with HealthCor and certain additional investors (such additional investors, the “New Investors” and, collectively with HealthCor Partners Fund, LP, the “Investors”) and agreed to sell and issue (i) additional notes in the initial aggregate principal amount of $6,000,000,with a conversion price per share of $0.52 (subject to adjustment as described therein) (the “Fifth Amendment Notes”) and (ii) additional Warrants for an aggregate of up to 3,692,3083,000,000 shares of our Common Stock at an exercise price per share ~~of $0.52~~equal to $0.09 per share (subject to adjustment as described therein) ~~(the “Fifth Amendment~~and with an expiration date of March 08, 2032, to the HealthCor Parties (collectively the “2021 HealthCor Warrants”). ~~As provided by~~The warrants were valued at $240,000 and are amortized over the ~~Fifth Amendment,~~life of the ~~Fifth Amendment Notes are~~debt. The conclusion was that this was a debt modification and this was accounted for as such.

Also on March 08, 2022, in ~~substantially~~connection with the ~~same form as the 2011~~ HealthCor ~~Notes, with changes to the “Issuance Date,” “Maturity Date,” “First Five Year~~ Note ~~Period”~~Extensions and ~~other terms to take into account the timing of~~ the issuance of the Fifth Amendment Notes. The Fifth Amendment Notes have a maturity date of February 16, 2025. In addition, the provisions regarding interest payments, interest acceleration, optional conversion, negative covenants, and events of default, preemptive rights and registration rights are the same as those of the 20112021 HealthCor Notes. The New Investors are composed of all but one of our current directors and one of our officers. On February 17, 2015, the Company and the Investors closed on the transactions contemplated by the Fifth Amendment. In connection with this closing, the Company and the Investors entered into an Amended and Restated Pledge and Security Agreement (the “Amended Security Agreement”), amending and restating that certain Pledge and Security Agreement dated as of April 20, 2011, and an Amended and Restated Intellectual Property Security Agreement (the “Amended IP Security Agreement”), amending and restating that certain Intellectual Property Security Agreement dated as of April 20, 2011. As of September 30, 2017, the underlying shares of our Common Stock related to the Fifth Amendment Notes totaled approximately 2,000,000 to HealthCor and 13,000,000 to the New Investors.

~~On March 31, 2015,~~Warrants, we entered into ~~the Sixth Amendment~~a Consent and Agreement Pursuant to ~~the HealthCor~~Note and Warrant Purchase Agreement (the ~~“Sixth Amendment”~~“2022 NWPA Consent”) with the HealthCor Parties and certain additional Existing Investors (in their capacity as Majority Holders acting together with the HealthCor Parties), pursuant to which, among other things, (i) the ~~requirement~~Majority Holders consented to ~~maintain a minimum cash balance of $5,000,000 was reduced to a minimum cash balance of $2,000,000 and~~the HealthCor Note Extensions, (ii) the ~~amendment provision was revised~~Majority Holders consented to ~~permit~~the issuance of the 2021 HealthCor Warrants and (iii) the parties agreed that the holders of the 2021 HealthCor Warrants would have registration rights for the shares of Common Stock issuable upon exercise of the 2021 HealthCor Warrants under the Registration Rights Agreement dated as of April 20, 2011, as amended June 30, 2015, by and among the Company, the HealthCor ~~Purchase Agreement~~Parties and the additional investors party thereto (the “Registration Rights Agreement”).

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

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

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

On May 24, 2023, HealthCor noteholders owning an aggregate of $18,000,000 Replacement Notes, presented Conversion Notices, pursuant to the ~~HealthCor Purchase Agreement. On March 31, 2015, we also issued a warrant to HealthCor to purchase up to an aggregate~~terms of ~~1,000,000~~the Replacement Note, for the conversion of the Replacement Notes into 180,000,000 shares of ~~our Common Stock in consideration for certain prior waivers~~the Company’s common stock at a conversion price of ~~the minimum cash balance requirement in the HealthCor Purchase Agreement (the “Sixth Amendment Warrant”).~~$0.10 per share. The ~~Sixth Amendment Warrant has an exercise price per share of $0.53 (subject to adjustment as described therein) and an expiration date of March 31, 2025.~~

~~On June 26, 2015, we (i) entered into~~shares bear a Seventh Amendment to the HealthCor Purchase Agreement (the “Seventh Amendment”) pursuant to which the HealthCor Purchase Agreement was amended to permit the Company to enter into and perform its obligations under the Credit Agreement entered into with PDL BioPharma, Inc., as administrative agent and lender (the “Lender”) (the “PDL Credit Agreement”); (ii) executed an Amendment to the Registration Rights Agreement between the Company and HealthCor dated April 21, 2011 (the “RR Agreement”) pursuant to which the RR Agreement was amended to make its priority of registration consistent with the Registration Rights Agreement executed by the Company and Lender (as detailed in ~~NOTE 12~~~~); (iii) amended the 2011 HealthCor Notes to extend the maturity date, in the event~~lockup legend that ~~Tranche Two of the PDL Credit Agreement is funded, for such notes to 90 days after the earlier of the Tranche Two maturity date or repayment date, but not later than~~expires December 31, 2022, (iv) amended the 2012 HealthCor Notes, to set the maturity date at January 30, 2022 and, in the event that Tranche Two of the PDL Credit Agreement is funded, to extend such maturity date to 90 days after the earlier of the Tranche Two maturity date or repayment date, but later than December 31, 2022; and (v) amended each of the Senior Secured Convertible Notes issued under the HealthCor Purchase Agreement (the “HealthCor Notes”) to, among other things, subordinate the HealthCor Notes to the loans under the PDL Credit Agreement (as detailed in ~~NOTE 12~~~~) and to increase certain event of default acceleration and payment thresholds.~~

When issuing debt or equity securities convertible into common stock at a discount to the fair value of the common stock at the date the debt or equity financing is committed, a company is required to record a beneficial conversion feature (“BCF”) charge. We had three separate issuances of equity securities convertible into common stock that qualify under this accounting treatment, (i) the 2011 HealthCor Notes, (ii) the 2012 HealthCor Notes and (iii) the 2014 HealthCor Notes. Because the conversion option and the 2011 HealthCor Warrants on the 2011 HealthCor Notes were originally classified as a liability when issued due to the down round provision and the removal of the provision requiring liability treatment, and subsequently reclassified to equity on December 31, 2011 when the 2011 HealthCor Notes were amended, only the accrued interest capitalized as payment in kind (’(‘‘PIK’’) since reclassification qualifies under this accounting treatment. ~~The face amount~~We recorded an aggregate of ~~the 2012~~$0 and ~~2014 HealthCor Notes and all accrued PIK~~$0 in interest ~~also qualify~~ for ~~this accounting treatment. During~~ the ~~three and~~ nine months ended September 30, ~~2017, we recorded a BCF of $29,887~~2023, and ~~$122,454,~~2022, respectively, ~~and during~~related to these transactions. For the ~~three and~~ nine months ended September 30, ~~2016,~~2023, and 2022, we recorded ~~a BCF~~$0 and $0, respectively, of ~~$462,836 and $1,450,905. The BCF was recorded as a charge~~PIK related to ~~debt discount and a credit to additional paid~~the notes included in ~~capital, with~~ the ~~debt discount, using~~HealthCor Purchase Agreement. Under the ~~effective interest method, amortized to interest expense over~~accounting standards, we determined that the ~~term~~restructuring of the ~~notes. As~~ HealthCor notes, pursuant to the terms of the Ninth Amendment, resulted in a troubled debt restructuring.

Warrants were issued with the Fourth, Fifth, Eighth, Ninth, and Allonge 3 Amendment Notes and the proceeds were allocated to the instruments based on relative fair value as the ~~Warrants~~warrants did not contain any features requiring liability treatment and therefore were classified as equity. ~~The Warrants issued with~~At each amendment date, the ~~Sixth Amendment also did not contain features requiring liability accounting and~~warrants were recorded ~~at fair value on~~as debt discount, as a reduction of the ~~date~~net carrying amount of ~~issuance with~~ the ~~offsetting credit recorded in equity.~~debt. The debt discounts are amortized into interest expense each period under the effective interest method. The value allocated to the ~~Fifth~~Ninth Amendment Warrants was ~~$1,093,105, which~~$378,000. The value allocated to the Allonge 3 Amendment Warrants was$420,000.

Warrants were issued with Allonge 4 Amendment Notes and the proceeds were allocated to the instruments based on relative fair value as the warrants did not contain any features requiring liability treatment and therefore were classified as equity. At each amendment date, the warrants were recorded as debt discount, ~~with~~as a reduction of the ~~credit to additional paid in capital. We recorded an aggregate~~net carrying amount of ~~$842,082 and $726,910 in~~the debt. The debt discounts are amortized into interest expense each period under the effective interest method. The value allocated to the Allonge 4 Amendment Warrants was $240,000.

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

Under ASC Topic 842, Leases (“ASC 842”), operating lease expense is generally recognized evenly over the term of the lease. The Company has an operating lease primarily consisting of office space with a remaining lease term of 23 months (Lease through August 31, 2025).

On September 8, 2009, we entered into a Commercial Lease Agreement (the “Lease”) for 10,578 square feet of office and warehouse space expiring on June 30, 2015. On March 4, 2020, we entered into the ~~three months ended September 30, 2017 and 2016, respectively, and $2,363,862 and $1,976,287 in interest~~Fourth Amendment to Commercial Lease Agreement (the “Lease Extension”), wherein we extended the Lease through August 31, 2025.

The Company has further concluded that the Lease Extension has no effects on the classification of the Lease. Rent expense for the nine months ended September 30, ~~2017~~2023, and ~~2016, respectively, related to these transactions. The carrying value of the debt with HealthCor~~2022 was $221,535 and ~~the New Investors at September 30, 2017 approximates fair value as the interest rates used are those currently available to us and would be considered level 3 inputs under the fair value hierarchy.~~$226,108, respectively.

The value allocated to the Sixth Amendment Warrant was $378,000, which was recorded as deferred debt costs with the credit to additional paid in capital. We recorded an aggregate of $14,431 and $43,332, respectively, for the three and nine months ended September 30, 2017 and $14,451 and $43,352, respectively, for the three and nine months ended September 30, 2016 in financing costs related to this transaction.Undiscounted Cash Flows

On June 26, 2015, we entered into a Credit Agreement with PDL BioPharma, Inc., as administrative agent and lender (“PDL” or the “Lender”) (the “PDL Credit Agreement”). Under the PDL Credit Agreement the Lender made available to us up to $40 million in two tranches of $20 million each.

~~Certain covenants of the PDL Credit Agreement include (a)~~Future lease payments included in the ~~event that a milestone relating to the placement~~measurement of 9,000 billable units occurs on or before October 31, 2015, the Lender will fund us $20 million (the “Tranche One Loan”) and (b) in the event that additional milestones relating to (i) the placement of 27,750 billable units and (ii) the Company recording earnings before interest, tax, depreciation, and amortization (EBITDA) of not less than $7,000,000 on an annualized basis for the three calendar month period prior to the funding (on or before June 30, 2017), the Lender will fund us an additional $20 million (the “Tranche Two Loan” and, together with the Tranche One Loan, the “Loans”). Outstanding borrowings under the Tranche One Loan bear interest at the rate of 13.5% per annum, payable quarterly in arrears. Outstanding borrowings under the Tranche Two Loan bear interest at the rate of 13.0% per annum, payable quarterly in arrears. From the date any event of default occurs, the interest rate shall be increased by five percent (5%) per annum. The PDL Credit Agreement includes a minimum cash balance requirement of $3,250,000 and should we drop below $3,250,000, it will trigger a default. The $3,250,000 has been recorded as restricted cashoperating lease liability on the condensed consolidated balance ~~sheets at September 30, 2017 and December 31, 2016.~~

On October 7, 2015, the Company entered into a First Amendment (the “First Amendment”) to the PDL Credit Agreement. The First Amendment modified the conditions precedent to the funding of each tranche, such that, among other things, we no longer need to attain a specified milestone relating to the placement of our products in order for the Lender to fund us the Tranche One Loan. Contemporaneously with the execution of the First Amendment we borrowed the Tranche One Loan and issued to the Lender a term note in the principal amount of $20 million (the “Tranche One Term Note”), payable in accordance with the terms of the Credit Agreement, as amended. The First Amendment also included a revision to the Tranche Two Milestone, which changed from a minimum of 27,750 billable units (defined as one unit for each room control platform and two units for each nurse station monitor) to 31,500 Bed Equivalent Units (defined as a billable unit plus 14 units for each head-end server operating as the communication center and fractional units for mobile assets as applicable). The Company did not achieve the Tranche Two Milestone and, as a result, the Tranche Two Loan became unavailable.

Once funded, the PDL Credit Agreement requires interest only payments for the first eight interest payment dates and principal plus interest payments will commence on the ninth interest payment date. We may elect to pay a portion of the interest due in the form of additional loans (interest paid in kind) during the first eight interest payment dates. The first principal payment on the Tranche One Term Note is due on January 8, 2018 in the amount of $1,666,667, with similar amounts due quarterly thereafter with the final payment due on October 8, 2020. Each tranche will mature on the fifth anniversary of the date borrowed. We may elect to prepay the Loans at any time without any premium or penalty, subject to certain conditions.

The obligations under the PDL Credit Agreement are secured by a pledge of substantially all of the assets of the Company and certain of its domestic subsidiaries. We executed a Subordination and Intercreditor Agreement (the “Subordination and Intercreditor Agreement”), with the Lender, HealthCor and the New Investors (as defined in ~~NOTE 11~~~~) pursuant to which we granted first-priority liens on our pledged assets to the Lender and second-priority liens on such pledged assets to HealthCor and the New Investors.~~

The PDL Credit Agreement contains customary affirmative covenants for transactions of this type and other affirmative covenants agreed to by the Company and the Lender, including, among others, the provision of annual and quarterly reports, maintenance of property, insurance, compliance with laws and contractual obligations and payment of taxes. The PDL Credit Agreement contains customary negative covenants for transactions of this type and other negative covenants agreed to by the Company and the Lender, including, among others, restrictions on the incurrence of indebtedness, the granting of liens, making restricted payments and investments, entering into affiliate transactions and transferring assets. The PDL Credit Agreement also provides for a number of customary events of default, including payment, bankruptcy, covenant, representation and warranty and judgment defaults. We were not in default of any conditions under the PDL Credit Agreementsheet as of September 30, ~~2017.~~

Contemporaneously with the execution of the PDL Credit Agreement, we issued to the Lender a warrant to purchase 4,444,445 shares of our Common Stock at an exercise price of $0.45 per share, subject to adjustment as described therein (the “PDL Warrant”). The PDL Warrant expires on June 26, 2025. Pursuant to the terms of the First Amendment we amended and restated the PDL Warrant, reducing the exercise price per share from $0.45 to $0.40 (the “Amended Warrant”). All other provisions of the Amended Warrant remained unchanged.

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

In connection with the Credit Agreement, we issued the PDL Warrant to the Lender. The fair value of the PDL Warrant at issuance was $1,257,778, which has been recorded as deferred issuance costs in the accompanying condensed consolidated financial statements. The deferred debt issuance costs associated with the PDL Credit Agreement are recorded as assets in accordance with the accounting standards as the PDL Credit Agreement is considered to be a credit facility and the warrants were payment2023, for the ~~facility~~following five fiscal years and ~~not the drawdowns. These costs are amortized to interest expense using the straight line method over the term of the Credit Agreement. Upon amendment of the PDL Warrant, we~~thereafter as follows:

The Company has evaluated whether there was an increase in fair value which would require recognition of additional costs. No such increase in fair value was noted and no adjustment to the PDL Warrant valuation was necessary. For both the three and nine months ended September 30, 2017 and 2016, $44,922 and $134,766, respectively, was amortized to interest expense. The PDL Warrant has not been exercised. We also incurred certain financing costs totaling $805,917 in the accompanying condensed consolidated financial statements. These costs have been recorded as deferred financing costs and are being amortized to interest expense over the term of the Credit Agreement. For both the three and nine months ended September 30, 2017 and 2016, $27,849 and $83,547, respectively, was amortized to interest expense.subsequent events through November 13, 2023.

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

The following discussion and analysis ~~provides~~provide information which our management believes to be relevant to an assessment and understanding of our results of operations and financial condition. This discussion should be read together with our financial statements and the notes to the financial statements, which are included in this Quarterly Report on Form 10-Q (the “Report”). This information should also be read in conjunction with the information contained in our Form ~~10-K~~10-K/A filed with the Securities and Exchange Commission (the “SEC”) filed on ~~March 31, 2017, including the audited consolidated financial statements and notes included therein as of and for the year ended December 31, 2016.~~May 30, 2023. The reported results will not necessarily reflect future results of operations or financial condition.

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

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

~~Our mission~~For over a decade, CareView has been dedicated to supporting hospital care teams with its innovative virtual care solutions. The Company has established successful partnerships with over 200 hospitals nationwide, implementing effective inpatient virtual care strategies that greatly enhance patient safety and overcome critical staffing challenges. The CareView platform, fueled by industry-leading predictive technology and supported by its purpose-built hardware, specifically addresses the unique requirements of virtual nursing and virtual sitting use cases. The CareView team works closely with their hospital partners to understand their evolving needs and deliver tailored virtual care strategies that align with their objectives. By providing healthcare professionals with the tools they need to deliver exceptional care, CareView contributes to improved patient outcomes and a more sustainable healthcare ecosystem.

The CareView platform comprises two essential components: the Patient Safety System® and the Patient Care System. These systems work in harmony to deliver unparalleled patient safety and exceptional virtual nursing care. The Patient Safety System is purposefully designed to beoptimize virtual sitting outcomes. Leveraging our patented predictive technology, including Virtual Bed Rails® and Virtual Chair Rails®, it ensures continuous monitoring of 25-35 patients from a centralized location. By utilizing these innovative tools, we enhance patient safety while reducing sitter costs across the ~~leading provider~~nation. The Patient Care System revolutionizes virtual nursing by harnessing our clinically-designed technology. By reallocating professional nursing and administrative tasks to virtual Registered Nurses (vRNs), it alleviates the bedside workload and enables virtual engagement with patients and their families. This transformational approach allows for personalized care and improved patient experiences.

The CareView platform seamlessly integrates with CareView's in-room cameras, third party technology integrations, and clinical workflows, empowering hospitals to implement their virtual care strategies effortlessly. The CareView platform includes a real-time analytics dashboard and a range of ~~products~~reporting tools, providing valuable insights and ~~on-demand application~~data to optimize patient care delivery. CareView also understands the importance of system management and maintenance. The CareView team is dedicated to providing exceptional support, monitoring, and maintenance services for the ~~healthcare industry, specializing in bedside video monitoring, software tools to improve hospital communications~~platform and ~~operations,~~hardware, ensuring optimal performance 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.~~for our valued partners.

~~Our~~ CareView ~~System~~^® ~~suite of video monitoring, guest services and related applications connect patients, families and healthcare providers. Through~~prioritizes 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 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.~~our customers' confidential data and information systems. The Company has implemented comprehensive measures to provide robust protection, as evidenced by their privacy and information security assessment certifications. Since 2017, CareView has been HITRUST certified, an internationally recognized standard that ensures the implementation of adequate and proportionate security controls. This certification validates their commitment to safeguarding customers' information and intellectual property assets. With HITRUST certification, customers can trust that CareView adheres to stringent information security policies. To handle sensitive information securely, CareView leverages a FIPS 140-2 validated cryptographic module certificate #3998. This certificate demonstrates compliance with the Federal Information Processing Standard (FIPS) 140-2 Level 1, providing a high level of confidence in their encryption practices. Importantly, this validation is achieved without the need for additional hardware, ensuring a streamlined and efficient security infrastructure. CareView is fully compliant with the Health Insurance Portability and Accountability Act ~~of 1996 (“HIPAA’) compliant, patient approved video record can be included as part of~~(HIPAA). Their commitment to HIPAA standards ensures that sensitive information is safeguarded at all times. With CareView's additional HIPAA-compliant features, customers have 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~~power to ~~necessitate additional clinical services, and, if necessary, as evidence. Additional HIPAA-compliance features allow~~control their privacy ~~options to be enabled at any time by the~~settings. A patient, nurse, or ~~physician.~~physician, can enable privacy options whenever needed.

In ~~addition~~October 2022, CareView received Innovative Technology Designation after the Innovative Technology Exchange in Dallas, Texas. Every year, healthcare experts serving on the member-led councils of Vizient, Inc., (“Vizient”), the nation’s largest healthcare performance improvement company, review select products and technologies for their potential to enhance clinical care, patient safety, healthcare worker safety or to improve business operations of healthcare organizations. Vizient’s diverse membership and ~~security, we also provide~~customer base includes academic medical centers, pediatric facilities, community hospitals, integrated health delivery networks, and non-acute health care providers, and represents more than $130 billion in annual purchase volume. Technology designations are awarded to previously contracted products to signal to healthcare providers the impact of these innovations on patient care and business models of healthcare organizations.

CareView takes pride in their meticulously designed and engineered hardware that seamlessly integrates with the CareView platform, elevating the virtual care experience for their esteemed hospital partners and their patients. To cater to various patient care scenarios, CareView offers a ~~suite~~range of ~~services~~in-room cameras, each carefully crafted to ~~increase patient satisfaction scores and enhance the overall image~~handle different care situations while ensuring optimal monitoring capabilities. All of the ~~hospital including first-run on-demand movies, Internet access via~~CareView cameras are equipped with low-light/night vision cameras, pan tilt zoom and high-fidelity 2-way audio for effective communication. For virtual sitting use cases, the ~~patient’s television,~~CareView cameras use machine learning to differentiate between normal patient movements and ~~video visits with family~~behaviors of a patient at risk. This technology results in less false alarms, faster staff intervention, and ~~friends from most places throughout the world. Through continued investment~~a significant reduction in patient falls.

The CareView cameras are available in multiple configurations for permanent or temporary situations; the Mobile, Portable, and Fixed Controller. For virtual care ~~technology, our products and services help hospitals and assisted living facilities build a safe, high quality healthcare delivery system~~situations that ~~best serves~~demand that the camera come to the patient, ~~while striving~~the Mobile Controller on wheels comes with an uninterrupted external power supply for situations where power may not be readily available and can operate on the ~~highest level of satisfaction~~facility’s wireless network. For monitoring patients within a general care unit, the Portable Controller can be easily removed from mounts and ~~comfort.~~moved where the workflow dictates, making this application perfect for general use. For high-risk patient rooms where behavior and self-harm may be a factor, or where a patient must be continuously monitored, the Fixed Controller can be installed seamlessly in the ceiling tiles leaving no exposed wiring making it ligature resistant.

~~Quarterly Update to~~CareView System Products and Services Agreement with Healthcare Facilities

~~We offer our products and services through a~~CareView’s subscription-based model ~~with~~is offered to healthcare facilities through a Products and Services Agreement (the “P&S Agreement(s)”). During the term of the P&S Agreement, we provide continuous monitoring of the CareView ~~System’s~~System products and services deployed to a healthcare facility and maintain and service all equipment installed by us. ~~Terms~~Under the subscription-based model, 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~~like our P&S Agreements.

Master Agreements and P&S Agreements are currently negotiated for a period of ~~five~~three years ~~with a minimum of two or three years; however, older P&S Agreements were negotiated for a five-year period~~ with a provision for automatic renewal. P&S Agreements specific to pilot programs (“P&S Pilot Agreements”) contain pricing terms substantially ~~similar to~~like P&S Agreements, are generally three or six-months in length and can be extended on a month-to-month basis as required. WeRegarding the subscription-based model, we own all rights, title, and interest in and to the equipment we install at each location and agree to maintain and repair it; although, we may charge for repairs or replacements due to damage or misuse. We are not responsible for maintaining data arising from use of the CareView 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~~nonexclusive 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.~~System. The CareView System ~~suite~~ includes three components which are separately billed; the ~~Room Control Platform (the “RCP”)~~CareView Controller (previously known as RCP), the ~~Nurse Station,~~CareView SitterView Monitor, and ~~mobile devices~~the CareView Application Server (each component referred to as a “unit”). The term “bed” refers to each healthcare facility bed as part of the overall potential volume that a healthcare facility represents. For example, if a healthcare facility has 200 beds, the aggregate of those beds is the overall potential volume of that healthcare facility. The term “bed” is often used interchangeably with ~~“RCP” or “Room Control Platform”~~“CareView Controller” as this component of the CareView System consistently resides within each room where the “bed” is located. On average, there are six ~~Nurse Stations~~SitterView Monitors for each 100 beds. The term “deployed” means that the units have been delivered to the healthcare facility but have not yet been installed at their respective locations within the facility. The term “installed” means that the units have been mounted and are operational. The term “billable” refers to the aggregate of all units on which we charge fees. Units become billable once they are installed and the required personnel have been trained in their use. Units are only deployed upon the execution of a P&S Agreement or P&S Pilot Agreement.

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~~Sales-Based Model

CareView’s sales-based model commenced with the introduction of our updated technology. CareView has also aligned its contracting model to meet the preferred acquisition model in the hospital industry. CareView now sells its proprietary equipment to facilities in lieu of lending the equipment as defined under the subscription-based model. In doing so, the facility is billed for the hardware on acceptance of the contract. After CareView’s equipment is delivered to the facility, CareView begins the process of installing and ~~modules are available~~securely integrating the equipment and software. Upon completion of installation, training, and “go-live”; referring to all systems in full operation, CareView bills the facility for ~~purchase by HealthTrust’s exclusive membership including 1,600 acute care facilities~~the installation, training, and ~~more than 26,000 health~~an annual software license fee. CareView will continue to bill the facility ~~locations. HealthTrust members may order CareView’s~~an annual software license fee until the end of the contract. The shift to the sales-based model has an immediate impact on our operations resulting in greater cash flow within 30 days of contract signing.

CareView continues its dedication to provide service and support on a 24x7x365 basis for every customer under every contract.

Our mission is to be the leading provider of resident monitoring products and services ~~included~~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 Quality of Life® System (“CareView Connect”), CareView has again positioned itself as a technology leader with its innovative suite of products specifically designed for all aspects of the long-term care market, including Nursing Care, Home Care, Assisted Living and Independent Living.

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. Under this agreement, our products and services have been installed in two facilities in the division, totaling 80 staffed beds. On July 5, 2017, the Capital Division ordered an additional 121 units for installation in a third facility, Lewis-Gale Medical Center. We now have signed P&S Agreements for 3 facilities in the Capital Division, Lewis-Gale Medical Center, CJW Medical Center and Henrico Doctor’s Hospital. There are 14 facilities in the division totaling approximately 3,200 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. We anticipate an initial roll-out to at least four facilities.

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 1,014 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 meeting 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 1,056 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 Hospital 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 GMC. 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 GMC facilities who have expressed interest in installing the CareView System. We anticipate finalizing agreements with these facilities before the end of 2017. We will also continue our sales efforts to the balance of GMC.

Baptist Health South Florida 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 Baptist 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.

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 October 11, 2017 we executed a P&S Agreement with 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.

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 4~~^th ~~Quarter.~~

~~On April 13, 2017~~2018, the Company ~~signed~~introduced a ~~Master Agreement under~~new sensor product with application in both the HealthTrust GPO Agreement with Steward Health Care (“Steward”). Steward is headquartered in Boston, Massachusetts and currently has 10 hospital facilities in its network. Under the Master Agreement, CareView will install approximately 800 beds in the 10 hospitals. In addition, Steward recently announced the acquisition of 8 hospitals from CHS. CareView is already installed in 3 of those 8 and anticipates being rolled-out to the additional 5 hospitals once Steward has completed the acquisition. All totaled, we anticipate being installed in all 18 of the Steward Hospital facilities with a total of over 1,300 beds 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 the Company executed a Purchase Agreement under its HealthTrust GPO Agreement with Atlantic Health System (“AHS”). AHS is headquartered in Morristown, New Jersey and one of the leading non-profit health care systems in the state of New Jersey. The agreement calls for installation of 40 beds. We anticipate a further roll-out within AHS which consists of 5 hospitals and approximately 893 staffed beds.

On May 15, 2017 we executed a Purchase Agreement under its HealthTrust GPO Agreement with Baptist Southeast Texas. The agreement calls for the installation of 116 billable units. Installation is currently in process.

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 117 beds. After the 6 month pilot, 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 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.

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.

~~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~~market and the ~~combined interest~~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 ~~new~~the resident’s activity, existing conditions, and ~~existing customers, our management believes that it is time~~environment to ~~pursue this market.~~notify a caregiver of potential emergencies and identify the need for dignified support. CareView Connect consists of a small emergency assist button, two motion sensors, one sleep sensor, and one event sensor. Resident activity levels, medication administration, sleep patterns, and requests for assistance can all be monitored depending on which options are selected.

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

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

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 ~~pursue new business in these markets~~classify the reason for alerts and ~~we anticipate~~provides metrics around response time. CareView Connect’s solution involves several passive sensors that ~~we will sign new contracts in these markets before~~monitor the ~~end~~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 ~~year.~~resident using emojis. Similarly, “What is your pain today?” allows the staff to categorize and document pain. Connect Resident is a tablet application intended for the resident’s direct use. This product currently supports video conferencing with a remote caregiver, becoming a communications conduit for telehealth. Connect Resident also supports “How are you feeling today?”, which allows the resident to submit this information directly.

CareView developed its own algorithm for measuring quality of life based on “best of breed” research and leveraging the ~~first quarter~~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.

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

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

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

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

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

On October 1, 2018, the Company 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, calledadded 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~~HealthTrust GPO Agreement.

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

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

On February 15, 2023, the Company entered a Group Purchasing Agreement with Vizient, headquartered in Irving, TX. Vizient, the nation’s largest health ~~customers.~~care performance improvement company, has a diverse membership and customer base, including academic medical centers, pediatric facilities, community hospitals, integrated health delivery networks, and non-acute health care providers, and represents more than $130 billion in annual purchasing volume. The multi-year agreement allows Vizient members the opportunity to benefit from pre-negotiated pricing for CareView products. The agreement was effective on February 15, 2023 and all Gen 5 CareView System components and modules are available for purchase by Vizient’s exclusive membership. Vizient members may order CareView’s products and services included in the agreement directly from CareView. We are continuing to work with Vizient on new contracts.

~~The following table shows the number~~Our contracts typically include multiple combinations of ~~healthcare facilities using~~ our products, software solutions, and related services ~~including~~with multiple payment options. Customers can continue to lease our equipment under our subscription model or can purchase our equipment upfront under our sales-based contract model with an auto-renewal at the ~~number~~end of ~~deployed units, installed units~~each contract period. The new sales-based contract offers our customers the flexibility of capitalizing on their investment, which in turn, replenishes our cash reserves. For the years ended December 31, 2022, and ~~billable units as~~2021, the Company executed sales-based contracts in approximate aggregated amounts of ~~October 31, 2017. The table also shows the number of pilot programs in place~~$4,309,000 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.$5,600,000.

(*) 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.

Three months ended September 30, ~~2017~~2023, compared to three months ended September 30, ~~2016~~2022

Revenue increased approximately ~~$70,000~~$457,000 for the three months ended September 30, ~~2017~~2023, as compared to the same period in ~~2016. This slight~~2022. The increase ~~is a direct result~~was attributable to recognizing hardware order fulfillment of ~~hospitals with billable units improving from 88 on September 30, 2016 to 98 on September 30, 2017. Of the 98 hospitals with billable units on September 30, 2017,~~ two ~~hospital groups accounted for 34.7% of the total. Billable units (RCPs and Nurse Stations) for all hospitals totaled 8,078 on September 30, 2017 as compared to 7,765 on September 30, 2016.~~new customers.

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

Operating expenses increased by ~~7% as~~ a ~~result~~net 7.3% because of the following items:

Human resource related costs (including salaries and ~~benefits) increased primarily as a result of a higher average head count~~benefits and non-cash compensation) decreased approximately $31,000 due to less stock compensation and paid time off during the three months ended September 30, ~~2017~~2023 as compared to the ~~same period in 2016. While we had 83 employees at~~three months ended September 30, ~~2017 as compared~~2022. Product deployment costs increased approximately $171,000 due to ~~79 for~~installations and equipment costs of new sales. Travel and entertainment costs decreased approximately $145,000 due to installation employee reimbursements in 2022 third quarter mistakenly recorded to corporate transportation. For the comparable ~~date for the prior year, on average we employed 84.33 employees over the course~~periods, other expenses increased approximately $186,000, primarily because of ~~current period as compared to 71 for the comparable prior year period. Professional~~advertising & marketing, property taxes, dues & subscriptions and ~~consulting fees increased~~research & development.

Other non-operating income and expense decreased by approximately $70,000, primarily as a result from an increase in accounting fees. The increase in product deployment costs of approximately $37,000 is primarily a result of increases in installation costs. The change in other expenses is primarily a result of increased efforts related to software development. The decrease in travel and entertainment expense is primarily a result of reductions in installations compared to the same period in 2016.

~~Other non-operating expense increased by $272,000~~$321,000, or 9%28%, for the three months ended September 30, ~~2017~~2023 in comparison to the same period in ~~2016,~~2022, primarily ~~a result~~because of ~~an increase in~~the cancellation of all Non-PDL related and non-related parties’ interest expense ~~related~~in consideration for the debt to ~~the HealthCor funding transactions.~~equity conversion.

As a result of the factors above, our third quarter ~~2017~~2023 net loss of ~~$5,124,000 increased $427,000,~~approximately $869,000 decreased approximately $609,000, or 9%41%, as compared to ~~the $4,697,000~~approximately $1,479,000 net loss for the third quarter of ~~2016, which included the $16,000 net loss attributed to noncontrolling interests.~~2022.

Nine months ended September 30, ~~2017~~2023, compared to nine months ended September 30, ~~2016~~2022

Revenue increased approximately ~~$142,000~~$1,934,000 for the nine months ended September 30, ~~2017~~2023, as compared to the same period in ~~2016. This~~2022. The increase ~~is a direct result~~was attributable to recognizing hardware order fulfillment of ~~hospitals with billable units improving from 88 on~~new customers as well as software sales.

Other, net decreased approximately $2,616,000 for the nine months ended September 30, 2016 to 98 on September 30, 2017. Of the 98 hospitals with billable units on September 30, 2017, two hospital groups accounted for 34.7% of the total. Billable units (RCPs and Nurse Stations) for all hospitals totaled 8,078 on September 30, 20172023, as compared to ~~7,765 on September 30, 2016.~~the same period in 2022. The decrease was attributable to the cancellation of all non-PDL, related and non-related parties’ interest expense and warrants in consideration for the debt to equity conversion.

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

~~As discussed in the three month ending September 30, 2017 presentation above, the change in human resource costs is related to our increase in personnel.~~net 6.8% or approximately $485,000. The ~~change in other expenses is a result of increases in rent expense (approximately $164,000) and increased efforts related to software development (approximately $134,000). The rent expense~~ increase was ~~primarily due~~attributable to a lease drafting error made by our landlord which resulted in the omission of common area maintenance fees for the period from July 2015 through June 2017 totaling approximately $158,000. In June 2017 we were notified of the error and recorded the amount as current period lease expense. Professional and consulting fees increased approximately $116,000, primarily resulting from an increase in legal and accounting fees. The decrease inother product deployment costs of ~~approximately $124,000 is primarily a result~~hardware sales and associated installation, training and go-live as well as sales commissions and advertising & marketing being higher than the comparable period. Other expenses comprising mainly of ~~reductions in non-capitalizable installation component (approximately $60,000)~~business insurances, rent, software licenses, public entity costs and ~~a reduction~~patent maintenance expense remained relatively the same.

Year-to-date 2023 net loss of approximately $59,000 related to product de-installation costs, which reflects the continued improvement in customer installation and services. The decrease in travel and entertainment expense is primarily a result of reductions in installations$2,261,000 decreased approximately $4,065,000 or 64%, as compared to approximately $6,326,000 net loss for the ~~same~~comparable nine months of 2022.

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

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

The Company has experienced net losses and significant cash outflows from cash used in ~~2016.~~

~~Other non-operating income~~operating activities over the past years. As of and ~~expense increased by approximately $676,000, or 7%,~~ for the nine months ended September 30, ~~2017~~2023, the Company had an accumulated deficit of $206,194,185, income from operations of $259,788, net cash provided by operating activities of $170,982, and an ending cash balance of $674,020.

As of September 30, 2023, the Company had a working capital deficit of $36,099,968 consisting primarily of PDL notes payables including accrued interest. Management has evaluated the significance of the conditions described above in ~~comparison~~relation to the ~~same period in 2016, primarily~~Company’s ability to meet its obligations and concluded that, without additional funding, the Company will not have sufficient funds to meet its obligations within one year from the date the condensed consolidated financial statements were issued. While management will look to continue funding operations by increased sales volumes and raising additional capital from sources such as ~~a result~~sales of ~~an increase in interest expense related~~its debt or equity securities or loans to meet operating cash requirements, there is no assurance that management’s plans will be successful.

On March 8, 2022, we agreed with the HealthCor Parties to (i) amend the 2011 HealthCor Notes to extend the maturity date of the 2011 HealthCor Notes from April 20, 2022 to April 20, 2023 by entering into Allonge No. 4 to the 2011 HealthCor ~~funding transactions~~Notes (the “Third 2011 Note Allonges”) and (ii) amend the ~~change in fair value of warrant liability related~~2012 HealthCor Notes to ~~warrants sold in conjunction with our April 2013 private placement totaling approximately $165,000.~~

~~As a result~~extend the maturity date of the ~~factors above, and after applying approximately $47,000 in net loss attributed~~2012 HealthCor Notes from April 20, 2022 to noncontrolling interests, the nine months ended September 30, 2017 net loss of approximately $14,977,000 increased approximately $1,157,000, or 8%, as compared to approximately $13,820,000 in net loss for the nine months ended September 30, 2016, which included the $47,000 net loss attributed to noncontrolling interests.

Our cash position at September 30, 2017 was approximately $3,667,000, and we had working capital of $3,609,000. We also have $3,250,000 recorded as restricted cash related to a debt covenant in our credit agreement with PDL BioPharma, Inc.

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

On December 30, 2022, the Company entered into a consent and agreement to cancel and exchange existing notes and issue replacement notes and cancel warrants (the “Cancellation Agreement”) with certain holders (the “Investors”) of senior secured convertible promissory notes (“Notes”) and warrants (“Warrants”) to purchase the Company’s common stock, that were issued pursuant to the Note and Warrant Purchase Agreement, dated as of April 21, 2011 (as ~~subsequently amended) with HealthCor Partners Fund, LP~~amended, modified, or supplemented from time to time) (the “Purchase Agreement”). The Cancellation Agreement provided for the cancellation of all outstanding Notes and ~~HealthCor Hybrid Offshore Master Fund, LP (“HealthCor”) we are required to maintain a minimum cash balance $2,000,000 (for more details see~~ ~~NOTE 11~~ ~~of the accompanying condensed consolidated financial statements, and we are in compliance with the minimum cash balance as of the date of this filing.~~

On June 26, 2015, we entered into a Credit Agreement with PDL Biopharma, Inc., as administrative agent and lender (the “PDL or the “Lender”), (the “PDL Credit Agreement”) pursuant to which the Lender made available to us up to $40 million in two tranches of $20 million each, with each tranche contingent upon us meeting certain milestones. On October 7, 2015,Warrants issued pursuant to the Purchase Agreement in exchange for the issuance of replacement senior secured convertible promissory notes (the “Replacement Notes”) with an aggregate principal amount of $44,200,000. The maturity date of the Replacement Notes was December 31, 2023. No interest accrues on the Replacement Notes. As of June 30, 2023, all replacement note were converted into shares of the Company’s common stock at $0.10 per share.

On March 30, 2023, investors holding an aggregate of $26,200,000 of Replacement Notes exercised their right to convert the debt into shares of the Company’s common stock at $0.10 per share (the “First Tranche”). Upon conversion, the Company issued the investors in the First ~~Amendment~~Tranche an aggregate of 262,000,000 shares. The First Tranche only converted 50% of the HealthCor Replacement Notes. Due to the ~~PDL Credit Agreement (the “First Amendment”)~~insufficient number of the ~~Lender made~~Company’s available authorized shares of common stock, a shareholder vote to authorize an increase in the ~~first tranche~~Company’s authorized shares of ~~$20 million available and funded us $19,533,992, net~~common stock to 800,000,000 was approved on May 26, 2023.

Effective May 22, 2023, the Company’s increased its authorized shares of ~~fees. As~~common stock from 500,000,000 shares to 800,000,000 shares.

On May 24, 2023, noteholders owning an aggregate of ~~September 30, 2017, we are including $20 million in long-term liabilities on~~$18,000,000 Replacement Notes, provided the ~~accompanying condensed consolidated financial statements. Pursuant~~Company with a Conversion Notice, pursuant to the terms of the ~~PDL Credit Agreement, we are required~~Replacement Notes, to ~~maintain a minimum cash balance $3,250,000, and we are in compliance with~~convert the ~~minimum cash balance as~~Replacement Notes into shares of the ~~date~~Company’s common stock at a conversion price of ~~this filing (for more details see~~ ~~NOTE 12~~ $0.10 per share, resulting in the issuance of an aggregate of 180,000,000 shares.

Management continues to monitor the immediate and future cash flow needs of the ~~accompanying condensed consolidated financial statements.). No funds under the second tranche~~Company in a variety of ~~the PDL Credit Agreement were available to us as of September 30, 2017.~~

~~We do not anticipate that these resources, along with~~ways which include forecasted net cash ~~generated~~flows from operations, ~~will be sufficient to meet our~~capital expenditure control, new inventory orders, debt modifications, increases sales outreach, streamlining and controlling general and administrative costs, competitive industry pricing, sale of equities, debt conversions, new product or services offerings, and new business partnerships.

The Company’s net losses, cash ~~requirements, including funding anticipated losses~~outflows, and scheduled debt maturities, for the next 12 months. We expect to seek additional funds from a combination of dilutive and/or non-dilutive financings in the future. Because such transactions have not been finalized, receipt of additional funding is not considered probable under current accounting standards. Due to the requirements of the current accounting standards, future financing plans cannot be used in our analysis of operations. Consequently, under such standards there isworking capital deficit raise substantial doubt ~~as to our~~about the Company’s ability to continue as a going concern through November 12, 2024. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. ~~As we continue to incur losses, our~~This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. A successful transition to ~~profitability~~attaining profitable operations is dependent upon achieving a level of ~~revenues~~positive cash flows adequate to support ~~our~~the Company’s 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. The Company has initiated discussions with PDL regarding the PDL Credit Agreement.

~~As of September 30, 2017, we had no material off-balance sheet arrangements.~~

In the ordinary course of business, we enter into agreements with third parties that include indemnification provisions which, in our judgment, are normal and customary for companies in our industry sector. These agreements are typically with business partners, clinical sites, and suppliers. Pursuant to these agreements, we generally agree to indemnify, hold harmless, and reimburse indemnified parties for losses suffered or incurred by the indemnified parties with respect to our product candidates, use of such product candidates, or other actions taken or omitted by us. The maximum potential amount of future payments we could be required to make under these indemnification provisions is unlimited. We have not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. As a result, the estimated fair value of liabilities relating to these provisions is minimal. Accordingly, we have no liabilities recorded for these provisions as of September 30, 2017.

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

Please refer to our Annual Report on Form ~~10-K~~10-K/A for the year ended December 31, ~~2016~~2022 filed with the Commission on ~~March 31, 2017~~May 26, 2023 and incorporated herein by reference, for detailed ~~explanations~~explanation of our critical accounting estimates, which have not changed significantly during the three and nine months ended September 30, ~~2017.~~2023.

~~Aside from the paragraph below related to Revenue from Contracts with Customer, there have been no material changes to our significant accounting policies as summarized in~~ ~~NOTE 2~~ ~~of our Annual Report on Form 10-K for the year ended December 31, 2016.~~ We do not expect that the adoption of any recent accounting pronouncements will have a material impact on our accompanying condensed consolidated financial statements.

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 initial 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 initial analysis to our current accounting practices. Upon adoption we plan to use the full retrospective transition method for recognizing revenue. At this point of our analysis, we do not believe that the adoption of this standard will have a material effect on the timing and recognition of revenue for the services provided to our customers.

~~None.~~

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

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

Under the supervision and with the participation of our CEO and principal financial and chief accounting officer, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2023. Based ~~upon~~on that evaluation, our CEO and ~~CFO~~principal financial and chief accounting officer concluded that our disclosure controls and procedures were not effective as of September 30, ~~2017~~2023 due to the continuing existence of a material weakness in internal control over financial reporting described below (which we view as an integral part of our disclosure controls and procedures). Based on the performance of additional procedures designed to ensure the reliability of our financial reporting, we believe that ~~information required to be disclosed by us~~the condensed consolidated financial statements included in this Report fairly present, in all material respects, our financial position, results of operations and cash flows as of the dates, and for the periods, presented, in conformity with accounting principles generally accepted in the ~~reports~~United States (“GAAP”).

A material weakness is a deficiency, or a combination of deficiencies, in internal controls over financial reporting, such that ~~we file~~there is a reasonable possibility that a material misstatement of the Company’s annual or ~~submit under~~interim financial statements will not be prevented or detected on a timely basis. Management has determined that the ~~Exchange Act, is recorded, processed, summarized~~Company did not maintain effective internal control over financial reporting as of the quarter ended Sepember 30, 2023 due to the existence of the material weaknesses described below.

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

Based on additional procedures and ~~reported, within~~post-closing review, Management concluded that the ~~time~~consolidated financial statements including this report present fairly, in all material respects, results of operations, and cash flows for the periods ~~specified~~presented, in conformity with accounting principles accepted in the ~~SEC’s rules and forms, and that such information is accumulated and communicated~~United States.

We began to take steps to address our ~~management, including~~material weaknesses, through our ~~CEO and Chief Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure.~~remediation plan. We implemented the following measures:

~~During the three months ended September 30, 2017,~~Other than as described above, there were no changes in our internal control over financial reporting identified in management’s evaluations pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended September 30, 2023 that ~~occurred that have~~ materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

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

~~None.~~On May 24, 2023, noteholders owning an aggregate of $18,000,000 Replacement Notes, provided the Company with a Conversion Notice, pursuant to the terms of the Replacement Notes, to convert the Replacement Notes into shares of the Company’s common stock at a conversion price of $0.10 per share, resulting in the issuance of an aggregate of 180,000,000 shares.

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

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

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

~~405 State Highway 121, Suite B-240, Lewisville, TX 75067~~	~~(972) 943-6050~~
~~(Address of principal executive offices)~~	~~(Registrant’s Telephone Number)~~

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.001 par value per share		CRVW		OTC Markets

Large accelerated filer ☐	☐	Accelerated filer	☐
Non-accelerated filer ☐	☑	Smaller reporting company ☒	☑
~~(Do not check if a smaller reporting company)~~		Emerging growth company	☐

			Page
PART I - FINANCIAL INFORMATION

	Item. 1	Financial Statements

		Condensed Consolidated Balance Sheets as of September 30, ~~2017~~2023 (Unaudited) and December 31, ~~2016~~2022	3

		Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, ~~2017~~2023 and ~~2016~~2022 (Unaudited)	4

		Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	5

		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, ~~2017~~2023 and ~~2016 (Unaudited)~~2022 (Unaudited)	56

		Notes to the Condensed Consolidated Financial Statements	67

	Item 2.	~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations	2017

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3224

	Item 4.	Controls and Procedures	3224

PART II - OTHER INFORMATION

	Item 1.	Legal Proceedings	3326

	Item 1A.	Risk Factors	3326

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3326

	Item 3.	Defaults Upon Senior Securities	3326

	Item 4.	Mine Safety Disclosures	3326

	Item 5.	Other Information	3326

	Item 6.	Exhibits	3326

	September 30, 2017 (unaudited)			December 31, 2016
Current Assets:
Cash and cash equivalents	$	3,666,700		$	10,088,258
Accounts receivable, net		1,022,176			1,069,304
Other current assets		257,715			114,717
Total current assets		4,946,591			11,272,279

Property and equipment, net		3,696,766			4,152,414

Other Assets:
Restricted cash		3,250,000			3,250,000
Intangible assets, net		652,837			612,337
Other assets		1,779,395			2,168,894
Total other assets		5,682,232			6,031,231
Total assets	$	14,325,589		$	21,455,924

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	290,294		$	195,472
Current portion of long term note payable		400,000			—
Notes payable		—			439,173
Mandatorily redeemable equity in joint venture		—			439,173
Accrued interest		—			328,979
Other current liabilities		647,564			485,221
Total current liabilities		1,337,858			1,888,018

Long-term Liabilities:
Senior secured convertible notes, net of debt discount and debt costs of $18,983,089 and $21,267,829, respectively		49,756,171			42,271,224
Loan payable		20,000,000			20,000,000
Note payable		413,786			—
Accrued interest		33,403			—
Fair value of warrant liability		629			629
Total long-term liabilities		70,203,989			62,271,853
Total liabilities		71,541,847			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		83,458,050			84,119,834
Accumulated deficit		(140,813,689	)		(126,408,409	)
Total CareView Communications Inc. stockholders’ deficit		(57,216,258	)		(42,149,194	)
Noncontrolling interest		—			(554,753	)
Total stockholders’ deficit		(57,216,258	)		(42,703,947	)
Total liabilities and stockholders’ deficit	$	14,325,589		$	21,455,924

	September 30,
	2023			December 31,
	(Unaudited)			2022
ASSETS
Current Assets:
Cash and restricted cash	$	674,020		$	520,166
Accounts receivable		1,825,870			948,328
Inventory		232,606			301,446
Other current assets		329,837			71,020
Total current assets		3,062,333			1,840,960

Property and equipment, net		375,526			642,559

Intangible assets, net		738,863			820,106
Operating lease asset		330,477			434,330
Other assets, net		270,847			209,649
Total assets	$	4,778,046		$	3,947,604

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	605,844		$	650,796
Notes payable		20,000,000			20,000,000
Notes payable - related parties		700,000			700,000
Convertible notes payable, related parties		—			42,394,168
Convertible notes payable, non-related parties		—			1,805,832
Operating lease liability, current		185,304			175,520
Other current liabilities		17,532,785			14,553,277
Total current liabilities		39,023,933			80,279,593

Long-term Liabilities:
Operating lease liability		183,297			305,259
Other long-term liabilities		151,165			23,481
Total long-term liabilities		334,462			328,740
Total liabilities		39,358,395			80,608,333

Stockholders' Deficit:
Common stock - par value $0.001; 800,000,000 and 500,000,000 shares authorized, respectively; 583,880,748 and 141,880,748 issued and outstanding, respectively		583,880			141,881
Additional paid in capital		171,029,956			127,130,055
Accumulated deficit		(206,194,185	)		(203,932,665	)
Total stockholders' deficit		(34,580,349	)		(76,660,729	)
Total liabilities and stockholders' deficit	$	4,778,046		$	3,947,604

	Three Months Ended						Nine Months Ended
	September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016			Three Months Ended						Nine Months Ended
													September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Revenues, net	$	1,565,441		$	1,494,622		$	4,666,091		$	4,524,531
Revenues
Subscription-based lease													$	1,031,828		$	1,323,718		$	3,409,523		$	4,064,757
Sales-based equipment package														876,126			314,495			2,872,911			1,121,817
Sales-based software bundle														517,436			329,411			1,635,324			796,815
Total revenue														2,425,390			1,967,624			7,917,758			5,983,389

Operating expenses:
Cost of equipment														105,311			39,630			362,241			157,227
Network operations		1,219,205			1,211,441			3,497,463			3,499,042			537,779			602,170			2,006,308			1,949,153
General and administration		937,800			866,174			3,064,158			2,833,312			684,848			571,658			2,434,568			2,387,898
Sales and marketing		164,976			216,840			522,797			591,881			423,184			234,414			822,417			565,382
Research and development		503,082			347,623			1,290,944			925,110			621,929			721,339			1,655,934			1,668,883
Depreciation and amortization		480,644			453,495			1,399,684			1,350,480			95,874			130,743			376,502			443,695
Total operating expense		3,305,707			3,095,573			9,775,046			9,199,825
Total operating expenses														2,468,925			2,299,954			7,657,970			7,172,238

Operating loss		(1,740,266	)		(1,600,951	)		(5,108,955	)		(4,675,294	)
Operating income (loss)														(43,535	)		(332,330	)		259,788			(1,188,849	)

Other income and (expense)
Interest expense		(3,388,915	)		(3,157,936	)		(9,894,420	)		(9,409,404	)		(830,994	)		(1,146,820	)		(2,527,955	)		(5,137,272	)
Change in fair value of warrant liability		—			8,821			—			165,841
Interest income		2,063			4,114			7,588			13,552			4,628			76			6,647			130
Other income		3,069			32,601			18,824			37,809
Total other income (expense)		(3,383,783	)		(3,112,400	)		(9,868,008	)		(9,192,202	)
Total other expense														(826,366	)		(1,146,744	)		(2,521,308	)		(5,137,142	)

Loss before taxes		(5,124,049	)		(4,713,351	)		(14,976,963	)		(13,867,496	)		(869,901	)		(1,479,074	)		(2,261,520	)		(6,325,991	)

Provision for income taxes		—			—			—			—			—			—			—			—

Net loss		(5,124,049	)		(4,713,351	)		(14,976,963	)		(13,867,496	)	$	(869,901	)	$	(1,479,074	)	$	(2,261,520	)	$	(6,325,991	)

Net loss attributable to noncontrolling interest		—			(15,759	)		—			(47,284	)
Net loss per share													$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.05	)

Net loss attributable to CareView Communications, Inc.	$	(5,124,049	)	$	(4,697,592	)	$	(14,976,963	)	$	(13,820,212	)

Net loss per share attributable to CareView Communications, Inc., basic and diluted	$	( 0.04	)	$	( 0.03	)	$	(0.11	)	$	( 0.10	)

Weighted average number of common shares outstanding, basic and diluted		139,380,748			139,380,748			139,380,748			139,380,748
Weighted average number of common
Shares outstanding, basic, and diluted														583,880,748			139,380,748			417,517,785			139,380,748

					Additional
	Common Stock				Paid in		Accumulated
	Shares		Amount		Capital		Deficit			Total

Balance, January 1, 2022		139,380,748	$	139,381	$	85,052,367	$	(197,890,046	)	$	(112,698,298	)
Issuance of warrants to purchase common stock		—		—		240,000		—			240,000
Options granted as compensation		—		—		55,847		—			55,847
Net loss		—		—		—		(2,345,008	)		(2,345,008	)

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

Balance, June 30, 2022		139,380,748	$	139,381	$	85,406,577	$	(202,736,963	)	$	(117,191,005	)
Stock based compensation		—		—		58,858		—			58,858
Related party forgiveness of interest		—		—		1,667,260		—			1,667,260
Net loss		—		—		—		(1,479,074	)		(1,479,074	)

Balance, September 30, 2022		139,380,748	$	139,381	$	87,132,695	$	(204,216,037	)	$	(116,943,961	)

Balance, January 1, 2023		141,880,748	$	141,881	$	127,130,055	$	(203,932,665	)	$	(76,660,729	)
Stock based compensation		—		—		62,260		—			62,260
Debt to equity conversion at $0.10		262,000,000		262,000		25,938,000		—			26,200,000
Net loss		—		—		—		(1,346,812	)		(1,346,812	)

Balance, March 31, 2023		403,880,748	$	403,881	$	153,130,315	$	(205,279,477	)	$	(51,745,281	)
Stock based compensation		—		—		54,796		—			54,796
Debt to equity conversion at $0.10		180,000,000		180,000		17,820,000		—			18,000,000
Net loss		—		—		—		(44,807	)		(44,807	)

Balance, June 30, 2023		583,880,748	$	583,881	$	171,005,111	$	(205,324,284	)	$	(33,735,292	)
Stock based compensation		—		—		24,844		—			24,844
Net loss		—		—		—		(869,901	)		(869,901	)

Balance, September 30, 2023		583,880,748	$	583,881	$	171,029,955	$	(206,194,185	)	$	(34,580,349	)

	Nine Months Ended September 30,
	2023		2022
Sales-based contract revenue
Equipment package, net (point in time)	$	2,872,911	$	1,121,817
Software bundle (over time)		1,635,324		796,815
Total sales-based contract revenue		4,508,235		1,918,632

Subscription-based lease revenue		3,409,523		4,064,757
Net revenue	$	7,917,758	$	5,983,389

Years Ending December 31,	Amount
2023	$	522,100
2024		685,238
Thereafter		138,368
	$	1,345,706

	Number of Shares Under Warrant		Range of Warrant Price Per Share		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Balance at December 31, 2022		5,694,445		$0.01-$0.03	$	0.024		3.5
Granted		—		—		—		—
Expired		—		—		—		—
Canceled		—		—		—		—
Balance at September 30, 2023		5,694,445		$0.01-$0.03	$	0.024		2.8

	Number of Shares Under Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Balance at December 31, 2016		15,910,975		$	0.37		8.0	$	—
Granted		545,000		$	0.11		9.7	$	—
Expired		(152,503	)
Canceled		(222,830	)
Balance at September 30, 2017		16,080,642		$	0.36		7.4	$	—
Vested and Exercisable at September 30, 2017		8,306,503		$	0.57		5.8	$	—

	Nine Months Ended September 30, 2017			Year Ended December 31, 2016
Risk-free interest rate		1.70 – 2.00	%		1.13 - 1.84	%
Volatility		78.40 – 81.30	%		63.49 - 73.73	%
Expected life in years		6			6
Dividend yield		0.00	%		0.00	%

	Number of Shares Under Options			Weighted Average Exercise Price			Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Balance at December 31, 2022		40,817,477		$	0.12			5.8	$	526,425
Granted		600,000			0.03			9.6		3,000
Forfeited/Expired		(310,000	)		(0.06	)		—		—
Exercised		—			—			—		—
Balance at September 30, 2023		41,107,477		$	0.12			5.0	$	529,425
Vested and Exercisable at September 30, 2023		40,200,144		$	0.13			4.8	$	523,425

	September 30, 2023		December 31, 2022
Prepaid insurance	$	309,386	$	36,639
Other prepaid expenses		20,451		34,381

TOTAL OTHER CURRENT ASSETS	$	329,837	$	71,020

	September 30, 2017		December 31, 2016
Prepaid insurance	$	81,471	$	39,343
Prepaid equipment		106,676		40,269
Other prepaid expense		60,778		20,489
Other current assets		8,790		14,616
TOTAL OTHER CURRENT ASSETS	$	257,715	$	114,717

	September 30, 2023		December 31, 2022
Inventory assets	$	232,606	$	301,446
TOTAL INVENTORY	$	232,606	$	301,446

	September 30, 2017			December 31, 2016			September 30, 2023		December 31, 2022
Network equipment	$	13,517,363		$	12,632,559		$	12,620,258	$	12,620,258
Office equipment		285,802			243,267			240,874		234,430
Vehicles		217,004			161,584			232,411		232,411
Test equipment		177,386			166,484			230,365		230,365
Furniture		90,827			87,646			92,846		92,846
Warehouse equipment		9,524			9,524			9,523		9,523
Leasehold improvements		5,121			5,121			5,121		5,121
		14,303,027			13,306,185			13,431,398		13,424,954
Less: accumulated depreciation		(10,606,261	)		(9,153,771	)		(13,055,872)		(12,782,395	)
TOTAL PROPERTY AND EQUIPMENT	$	3,696,766		$	4,152,414
TOTAL PROPERTY AND EQUIPMENT, NET							$	375,526	$	642,559


	September 30, 2023
	Cost		Accumulated Amortization		Net
Patents and trademarks	$	1,213,850	$	481,058	$	732,792
Other intangible assets		20,237		14,166		6,071
TOTAL INTANGIBLE ASSETS	$	1,234,087	$	495,224	$	738,863

	September 30, 2017
	Cost		Accumulated Amortization		Net
Patents and trademarks	$	780,128	$	134,107	$	646,021
Other intangible assets		59,122		52,306		6,816
TOTAL INTANGIBLE ASSETS	$	839,250	$	186,413	$	652,837

	September 30, 2017		December 31, 2016			September 30, 2023			December 31, 2022
Accrued taxes	$	154,199	$	182,122
Accrued rent		151,949		—
Accrued interest					Accrued interest	$	15,258,611	$	12,933,611
Accrued interest, related parties					Accrued interest, related parties		418,403		337,027
Allowance for system removal		132,850		116,350	Allowance for system removal		54,802		54,802
Accrued insurance		27,204		—
Accrued paid time off		118,919		126,486	Accrued paid time off		152,291		154,776
Accrued professional services		—		25,000
Deferred officer compensation⁽¹⁾					Deferred officer compensation⁽¹⁾		139,041		139,041
Deferred revenue		23,308		—	Deferred revenue		1,207,338		890,631
Other accrued liabilities		39,135		35,263	Other accrued liabilities		302,299		43,389
TOTAL OTHER CURRENT LIABILITIES	$	647,564	$	485,221	TOTAL OTHER CURRENT LIABILITIES	$	17,532,785	$	14,553,277

	September 30,
	2017		2016

Revenue	$	—	$	21,291
Network operations expense		—		12,492
General and administrative expense		—		460
Depreciation		—		36,531
Total operating costs		—		49,483
Operating loss		—		(28,192	)
Other expense		—		(66,376	)
Loss before taxes		—		(94,568	)
Provision for taxes		—		—
Net loss		—		(94,568	)
Net loss attributable to noncontrolling interest		—		(47,284	)
Net loss attributable to CareView Communications, Inc.	$	—	$	(47,284	)

Quarter ending September 30, 2023	Operating Leases
Remaining 2023	$	54,451
2024		221,069
2025		150,679
Total minimum lease payments		426,199
Less effects of discounting		(57,598)
Present value of future minimum lease payments	$	368,601

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
119	9,570	8,119	149,426	63,866	45,937

	Three months ended September 30,
	2023		2022			Change
	(000 ’s)
Revenue	$	2,425	$	1,968		$	457
Operating expenses		2,469		2,300			169
Operating income		(44)		(332)			288
Other, net		(826)		(1,147	)		(321)
Net loss	$	(869)	$	(1,479	)	$	(609)

	Three months ended September 30,
	2017			2016			Change
	(000’s)
Revenue	$	1,565		$	1,495		$	70
Operating expenses		3,305			3,096			209
Operating loss		(1,740	)		(1,601	)		(139	)
Other, net		(3,384	)		(3,112	)		(272	)
Net loss		(5,124	)		(4,713	)		(411	)
Net income (loss) attributable to noncontrolling interest		—			(16	)		16
Net loss attributed to CareView	$	(5,124	)	$	(4,697	)	$	(427	)

		(000’s)			(000’s)
Increase:
Human resource costs, including non-cash compensation	$	126
Professional and consulting costs		70
Human resource costs, including benefits and non-cash compensation				$	(31	)
Depreciation and amortization		27			(35	)
Other product deployment costs, excluding human resources and travel and entertainment expense		37			171
Professional and consulting costs					23
Travel and entertainment expense					(145	)
Other expenses		87			186
				$	169
Decrease:
Travel and entertainment expense		(138	)
	$	209

Exhibit No.	Date of Document	Name of Document
31.1	~~11/9/17~~ November 13, 2023	Certification of Chief Executive Officer of Periodic Report pursuant to Rule 13a-14a and Rule 14d-14(a).*
31.2	~~11/9/17~~ November 13, 2023	Certification of Chief Financial Officer of Periodic Report pursuant to Rule 13a-14a and Rule 15d-14(a).*
~~32.1~~32	~~11/9/17~~November 13, 2023	~~Certification of Chief Executive Officer pursuant to 18 U.S.C.~~Certifications under Section 1350.906
~~32.2~~101.SCH	~~11/9/17~~n/a	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*

	CAREVIEW COMMUNICATIONS, INC.

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

	By:	/s/ ~~Jon E. Freeman~~Jason T. Thompson
		~~Jon E. Freeman~~Jason T. Thompson
		~~Chief~~Principal Financial Officer
		~~Principal Financial and~~Chief Accounting Officer