Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | CareView Communications Inc | ||
Entity Central Index Key | 0001377149 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-54090 | ||
Entity Incorporation, State Code | NV | ||
Entity Well-known Season Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Reporting Status Current | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 139,380,748 | ||
Entity Public Float | $ 2,800,000 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash and cash equivalents | $ 357,950 | $ 269,741 |
Accounts receivable | 1,146,486 | 1,666,338 |
Inventory | 408,450 | |
Other current assets | 244,307 | 220,464 |
Total current assets | 2,157,193 | 2,156,543 |
Property and equipment, net | 1,592,484 | 1,978,020 |
Other Assets: | ||
Intangible assets, net | 897,712 | 830,682 |
Operating lease asset | 659,099 | 85,942 |
Other assets, net | 197,121 | 240,700 |
Total other assets | 1,753,932 | 1,157,324 |
Total assets | 5,503,609 | 5,291,887 |
Current Liabilities: | ||
Accounts payable | 442,004 | 439,851 |
Notes payable | 20,163,786 | 20,363,786 |
Notes payable, related parties | 700,000 | 200,000 |
Senior secured notes - related parties, current portion net of debt discount and debt costs of $1,083,599 and $0, respectively | 44,883,349 | |
Operating lease liability | 150,087 | 91,363 |
Other current liabilities | 7,858,480 | 4,505,505 |
Total current liabilities | 74,197,706 | 25,600,505 |
Long-term Liabilities: | ||
Senior secured notes - related parties, net of debt discount and debt costs of $749,069, and $5,775,097, respectively | 9,894,117 | 50,835,220 |
Senior secured convertible notes - related parties, net of debt discount and debt costs of $3,514,921 and $4,163,489, respectively | 20,717,036 | 17,570,365 |
Senior secured convertible notes, net of debt discount and debt costs of $136,810 and $156,549, respectively | 3,394,478 | 3,029,110 |
Operating lease liability | 561,202 | |
Total long-term liabilities | 34,566,833 | 71,434,695 |
Total liabilities | 108,764,539 | 97,035,200 |
Commitments and Contingencies (NOTE 11) | ||
Stockholders' Deficit: | ||
Preferred stock - par value $0.001; 20,000,000 shares authorized; no shares issued and outstanding | ||
Common stock - par value $0.001; 500,000,000 shares authorized; 139,380,748 issued and outstanding | 139,381 | 139,381 |
Additional paid in capital | 84,409,372 | 84,244,343 |
Accumulated deficit | (187,809,685) | (176,127,037) |
Total stockholders' deficit | (103,260,933) | (91,743,313) |
Total liabilities and stockholders' deficit | $ 5,503,609 | $ 5,291,887 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Allowance for doubtful accounts | $ 0 | $ 0 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 500,000,000 | 500,000,000 |
Common stock, issued | 139,380,748 | 139,380,748 |
Common stock, outstanding | 139,380,748 | 139,380,748 |
Senior Secured Notes Related Party Current [Member] | ||
Debt discount and debt costs | $ 1,083,599 | $ 0 |
Senior Secured Notes Related Party [Member] | ||
Debt discount and debt costs | 749,069 | 5,775,097 |
Senior Secured Convertible Notes Related Party [Member] | ||
Debt discount and debt costs | 3,514,921 | 4,163,489 |
Senior Secured Convertible Notes [Member] | ||
Debt discount and debt costs | $ 136,810 | $ 156,549 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues, net | $ 6,461,995 | $ 6,294,122 |
Operating expenses: | ||
Network operations | 2,738,120 | 3,033,130 |
General and administration | 2,721,552 | 4,054,398 |
Sales and marketing | 575,195 | 324,267 |
Research and development | 1,708,296 | 1,400,325 |
Depreciation and amortization | 597,119 | 720,567 |
Total operating expense | 8,340,282 | 9,532,687 |
Operating loss | (1,878,287) | (3,238,565) |
Other income and (expense) | ||
Interest expense | (10,595,598) | (10,851,162) |
Interest income | 400 | 761 |
Gain on extinguishment of debt | 786,889 | |
Other expense | (37,917) | (61,340) |
Other income | 41,867 | 9,860 |
Total other income (expense) | (9,804,359) | (10,901,881) |
Loss before taxes | (11,682,646) | (14,140,446) |
Net loss | $ (11,682,646) | $ (14,140,446) |
Net loss per share (in dollars per share) | $ (0.08) | $ (0.10) |
Weighted average number of common shares outstanding, basic and diluted (in shares) | 139,380,748 | 139,380,748 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) | Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance, beginning at Dec. 31, 2018 | $ 139,381 | $ 84,027,883 | $ (161,986,591) | $ (77,819,327) |
Balance, beginning (in shares) at Dec. 31, 2018 | 139,380,748 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Options granted as compensation | 195,657 | 195,657 | ||
Beneficial conversion features for senior secured convertible notes | 6,392 | 6,392 | ||
Issuance of warrants to purchase common stock | 14,411 | 14,411 | ||
Net loss | (14,140,446) | (14,140,446) | ||
Balance, ending at Dec. 31, 2019 | $ 139,381 | 84,244,343 | (176,127,037) | (91,743,313) |
Balance, ending (in shares) at Dec. 31, 2019 | 139,380,748 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Options granted as compensation | 156,342 | 156,342 | ||
Issuance of warrants to purchase common stock | 8,687 | 8,687 | ||
Net loss | (11,682,646) | (11,682,646) | ||
Balance, ending at Dec. 31, 2020 | $ 139,381 | $ 84,409,372 | $ (187,809,683) | $ (103,260,930) |
Balance, ending (in shares) at Dec. 31, 2020 | 139,380,748 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITES | ||
Net loss | $ (11,682,646) | $ (14,140,446) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation | 531,098 | 666,387 |
Amortization of intangible assets | 66,021 | 54,180 |
Bad debt recovery | (7,588) | |
Amortization of debt discount | 4,552,751 | 4,357,463 |
Amortization of deferred installation costs | 31,759 | 91,694 |
Amortization of deferred debt issuance and debt financing costs | 57,803 | 815,061 |
Non-cash lease expense | (11,955) | |
Gain on extinguishment of debt | (786,889) | |
Interest incurred and paid in kind | 2,743,734 | 2,673,428 |
Stock based compensation related to options granted | 165,029 | 195,657 |
Loss on disposal of intangible assets | (2,885) | 249 |
Write off of deferred installation costs | 21,886 | 9,277 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 519,852 | (381,757) |
Inventory | (408,450) | |
Other current assets | (23,842) | 1,187,962 |
Other assets | 16,393 | 167,409 |
Accounts payable | 2,152 | (69,447) |
Accrued interest | 3,227,058 | 2,937,285 |
Other current liabilities | 131,005 | 6,384 |
Operating lease liability | 58,724 | |
Net cash flows used in operating activities | (791,402) | (1,436,802) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (142,679) | (157,988) |
Payment for deferred installation costs | (26,459) | (47,472) |
Patent, trademark and other intangible asset costs | (133,051) | (138,722) |
Net cash flows used in investing activities | (302,189) | (344,182) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from senior secured convertible promissory notes | 100,000 | 50,000 |
Proceeds from payroll protection program loan | 781,800 | |
Proceeds from promissory notes | 500,000 | 200,000 |
Repayment of notes payable | (200,000) | (150,000) |
Net cash flows provided by financing activities | 1,181,800 | 100,000 |
Increase (Decrease) in cash | 88,209 | (1,680,984) |
Cash and cash equivalents, beginning of period | 269,741 | 1,950,725 |
Cash and cash equivalents, end of period | 357,950 | 269,741 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 150,000 | |
Cash paid for income taxes | ||
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES: | ||
Remeasurement of operating lease | $ 46,769 | |
Beneficial conversion features for senior secured convertible notes | $ 6,392 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION CareView Communications, Inc., a Nevada corporation (“CareView”, the “Company”, “we”, “us” or “our”), was originally formed in California on July 8, 1997 under the name Purpose, Inc., changing our name to Ecogate, Inc. in April 1999, and CareView Communications, Inc. in October 2007. We began our current operation in 2003 as a healthcare information technology company with a patented patient monitoring and entertainment system. Our business consists of a single segment of products and services all of which are sold and provided within the United States. Description of Business We provide products and on-demand application services for the healthcare industry, seeking to improve hospital communications, operational effectiveness, implement loss preventative and patient safety measures through bedside video monitoring, telemedicine services, and software applications. 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. CareView Patient Safety System Our CareView Patient Safety System® suite of video monitoring, guest services, and related applications connect patients, families and healthcare providers. CareView's secure video monitoring system connects the patient room to a touchscreen monitor at the nursing station or a mobile handheld device allowing the nursing staff to maintain a level of visual contact with each patient. In addition to patient safety and security we also provide a suite of services including on-demand movies, Internet access via the patient's television, and video visits with family and friends. CareView Connect CareView Connect TM During 2019, the Company was only able to enter two pilot contracts, one of which was converted into a fully executed contract in the amount of $1,464 per month in August 2019, the other remains a pilot contract. In the fourth quarter of 2019, we wrote off the $1,131,000 CareView Connect product on hand due to the lack of recent marketability of the Connect product and our additional focus on CareView Patient Safety System sales. This loss was included in general and administrative expenses in the statement of operations. Principles of Consolidation The accompanying consolidated financial statements include the accounts of CareView and CareView Communications, Inc., a Texas corporation and CareView Operations, LLC, a Nevada limited liability company (our wholly owned subsidiaries). All inter-company balances and transactions have been eliminated in consolidation. COVID-19 Outbreak In December 2019, a novel strain of coronavirus (COVID-19) was identified in Wuhan, China, and has subsequently spread to other regions of the world, and has resulted in increased travel restrictions, business disruptions and emergency quarantine measures across the world including the United States. The Company has considered the effects of COVID-19 in the preparation of the financial statements as of and for the period ended December 31, 2020. We have been able to continue providing services to our current customer base and have not yet experienced a slowdown in collections. However, the continued shelter-in-place orders have limited our ability to install currently contracted units as well as make sales visits. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act (the "Act") was enacted. The CARES Act is an approximately $2 trillion emergency economic stimulus package in response to the Coronavirus outbreak, which among other things contains numerous income tax provisions. Some of these tax provisions are expected to be effective retroactively for years ending before the date of enactment. The Company applied for, and received, funds under the Paycheck Protection Program in the amount of $781,800. Refer to Note 11. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. We maintain cash at financial institutions that at times may exceed federally insured limits. Trade Accounts Receivable Trade accounts receivable are customer obligations due under normal trade terms. We provide an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Trade accounts receivable past due more than 90 days are considered delinquent. Delinquent receivables are written off based on individual credit evaluations, results of collection efforts, and specific circumstances of the customer. Recoveries of accounts previously written off are recorded as reductions of bad debt expense when received. At December 31, 2020 and 2019, an allowance for doubtful accounts of $0 and $0, respectively, was recorded. Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation. Maintenance costs, which do not significantly extend the useful lives of the respective assets, and repair costs are charged to operating expense as incurred. We include Network Equipment in fixed assets upon receipt and begin depreciating the Network Equipment when such equipment passes our incoming inspection and is available for use. We attribute no salvage value to the Network Equipment and depreciation is computed using the straight-line method based on the estimated useful life of seven years. Depreciation of office and test equipment, warehouse equipment and furniture is computed using the straight-line method based on the estimated useful lives of the assets, generally three years for office and test equipment, and five years for warehouse equipment and furniture. Inventories Inventory is valued at the lower of cost, determined on a first-in, first-out (FIFO), or net realizable value. Inventory items are analyzed to determine cost and net realizable value, and appropriate valuation adjustments are then established. See NOTE 6 for more details. Allowance for System Removal We would remove the CareView Patient Safety System from customer premises due to a number of factors; including, but not limited to, collection/revenue performance issues and contract expiration/non-renewal. We regularly evaluate the installed CareView Patient Safety Systems for such factors and an allowance is set up based on the estimated cost of removal. At December 31, 2020 and 2019, an allowance of $36,500 and $152,800, respectively, was recorded in other assets in the accompanying consolidated financial statements. Impairment of Long-Lived Assets Carrying values of property and equipment and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. Such events or circumstances include, but are not limited to: • Significant declines in an asset’s market price; • Significant deterioration in an asset’s physical condition; • Significant changes in the nature or extent of an asset’s use or operation; • Significant adverse changes in the business climate that could impact an asset’s value, including adverse actions or assessments by regulators; • Accumulation of costs significantly in excess of original expectations related to the acquisition or construction of an asset; • Current-period operating or cash flow losses combined with a history of such losses or a forecast that demonstrates continuing losses associated with an asset’s use; and • Expectations that it is more likely than not that an asset will be sold or otherwise disposed of significantly before the end of our previously estimated useful life. If impairment indicators are present, we determine whether an impairment loss should be recognized by testing the applicable asset or asset groups’ carrying value for recoverability. This test requires long-lived assets to be grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, the determination of which requires judgment. We estimate the undiscounted future cash flows expected to be generated from the use and eventual disposal of the assets and compare that estimate to the respective carrying values in order to determine if such carrying values are recoverable. This assessment requires the exercise of judgment in assessing the future use of and projected value to be derived from the eventual disposal of the assets to be held and used. Assessments also consider changes in asset utilization, including the temporary idling of capacity and the expected timing for placing this capacity back into production. If the carrying value of the asset is not recoverable, then a loss is recorded for the difference between the assets’ fair value and respective carrying value. The fair value of the asset is determined using an “income approach” based upon a forecast of all the expected discounted future net cash flows associated with the subject assets. Some of the more significant estimates and assumptions include market size and growth, market share, projected selling prices, manufacturing cost and discount rate. Our estimates are based upon our historical experience, our commercial relationships, market conditions and available external information about future trends. We believe our current assumptions and estimates are reasonable and appropriate; however, unanticipated events and changes in market conditions could affect such estimates resulting in the need for an impairment charge in future periods. During the years ended December 31, 2020 and 2019, no impairment was recognized. Research and Development Research and development costs are expensed as incurred. Costs regarding the development of software to be sold, leased or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. We did not capitalize any such costs during the years ended December 31, 2020 and 2019. Intellectual Property We capitalize certain costs of developing software upon the establishment of technological feasibility and prior to the availability of the product for general release to customers for our CareView Patient Safety System in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Capitalized costs are reported at the lower of unamortized cost or net realizable value and are amortized over the estimated useful life of the CareView Patient Safety System not to exceed five years. Additionally, we test our intangible assets for impairment whenever circumstances indicate that their carrying value may not be recoverable. No impairment was recorded during the years ended December 31, 2020 and 2019. During the years ended December 31, 2020 and 2019, we capitalized no additional intellectual property costs. Patents and Trademarks We amortize our intangible assets with a finite life on a straight-line basis, over 10 years for trademarks and 20 years for patents. We begin amortization of these costs on the date patents or trademarks are awarded. Derivative Financial Instruments Derivatives are recorded on the balance sheet at fair value and changes in fair value are recorded in earnings at each reporting date in accordance with GAAP. See Fair Value of Financial Instruments, below, and NOTES 13 and 14 for further details regarding derivative activity during the years ended December 31, 2020 and 2019. Fair Value of Financial Instruments Our financial instruments consist primarily of receivables, accounts payable, accrued expenses and short and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximate our fair value because of the short-term maturity of such instruments, and they are considered Level 1 assets under the fair value hierarchy. We have elected not to carry our debt instruments at fair value. The carrying amount of our debt approximates fair value. Interest rates that are currently available to us for issuance of short and long-term debt with similar terms and remaining maturities are used to estimate the fair value of our short and long-term debt and would be considered Level 3 inputs under the fair value hierarchy. We have categorized our assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy in accordance with GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). Assets and liabilities recorded in the consolidated balance sheets at fair value are categorized based on a hierarchy of inputs, as follows: Level 1 Level 2 Level 3 At December 31, 2020 and 2019, we had no financial assets and liabilities reported at fair value. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized when the rate change is enacted. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. In accordance with GAAP, we recognize the effect of uncertain income tax positions only if the positions are more likely than not of being sustained in an audit, based on the technical merits of the position. Recognized uncertain income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which those changes in judgement occur. We recognize both interest and penalties related to uncertain tax positions as part of the income tax provision. Revenue Recognition We adopted Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”) on January 1, 2018 using the full retrospective transition method for recognizing revenue. The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of our services to our customers and will provide financial statement readers with enhanced disclosures. We have employed the practical expedient discussed in ASC 606-10-55-18 related to invoicing as we have the right to consideration from our customers in the amount that corresponds directly with the value to the customer of our performance completed to date and therefore, we recognize revenue upon invoicing as further discussed below. Further, for those customers for which we are required to collect sales taxes, we record such sales taxes on a net basis which has no effect on the amount of revenue or expenses recognized as the sales taxes are a flow through to the taxing authority. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation. We offer CareView’s services through a subscription-based with each healthcare facility for a standard term of three to five years and have determined we have one performance obligation for our services and hardware. Under the subscription-based contract, we begin to bill monthly subscription fees to the healthcare facility upon official acceptance of the CareView System by the healthcare facility which is when the service is initiated. When services begin, the customer simultaneously receives the use and benefit of that service and we recognize the revenue over time based on the service completed to date as the amount invoiced each month. The contract requires the healthcare facility to pay us the subscription fee monthly. During the term of the contract, we provide continuous monitoring of the CareView Patient Safety System and are required to maintain and service all CareView Patient Safety System equipment. If the healthcare facility requires additional services, the contract is amended accordingly. We defer and capitalize all costs associated with the installation of the CareView System into a healthcare facility until the CareView System is fully operational and accepted by the healthcare facility. Installation costs are specifically identifiable based on the amounts we incur or directly identifiable labor hours incurred for each installation. Upon acceptance, the associated costs are expensed on a straight-line basis over the life of the contract with the healthcare facility. These costs are included in network operations on the accompanying consolidated statements of operations. Under our sales-based contract model, the hardware, installation costs, and software license are billed to the facility upon receipt of hardware and at "Go Live" for installation costs and software licensing. Upon Go-Live and when services begin, the customer simultaneously receives the use and benefit of those services and recognize the revenue from the sale of hardware, installation, and software licensing over time. If the healthcare facility requires additional services or hardware, the contract is amended accordingly. The revenues related to the sales-based contract model were not material during fiscal 2020, and therefore, the Company determined that based on the nature, amount, timing, and uncertainty of our service revenues there were no material differences that merited further disaggregation as compared to the total revenue as reported in the accompanying consolidated statements of operation. The table below details the activity in these deferred installation costs during the years ended December 31, 2020 and 2019, including in other assets in the accompanying consolidated balance sheet. For the Years Ended 2020 2019 Balance, beginning of period $ 81,188 $ 134,686 Additions 26,459 47,472 Transfer to expense (53,645 ) (100,970 ) Balance, end of period $ 54,002 $ 81,188 From time to time, we enter into contracts with healthcare facilities wherein full payment of the contractual obligation is paid in advance (“PIA Contracts”). The transaction is recorded as a contract liability in our consolidated financial statements, with revenue recorded and the contract liability reduced as services are provided under the contract. During the years ended December 31, 2020 and 2019, a total of $137,866 and $58,559, respectively, of the beginning balance of the contract liability was recognized as revenue. The table below details the activity during the years ended December 31, 2020 and 2019. For the Years Ended 2020 2019 Balance, beginning of period $ 255,398 $ 58,559 Additions 493,767 647,473 Transfer to revenue (284,041 ) (450,634 ) Balance, end of period $ 465,124 $ 255,398 As of December 31, 2020, future transfers to revenue are as follows: Years Ending December 31, Amount 2021 $ 331,717 2022 66,207 Thereafter 67,200 $ 465,124 Based on our contracts, we invoice customers once our performance obligations have been satisfied, at which point payment is unconditional. Accordingly, except in the case of PIA Contracts as detailed above, our contracts do not give rise to contract assets or liabilities under ASC 606. Accounts receivable is recorded when the right to consideration becomes unconditional and are reported accordingly our consolidated financial statements. Leases Under ASC Topic 842, operating lease expense is generally recognized evenly over the term of the lease. The Company has an operating lease primarily consisting of office space with a remaining lease term of 55 months. We adopted ASC Topic 824, Leases, using the cumulative effect transition method for all operating leases with an original term of 12 months or more as of January 1, 2019. The cumulative impact of the adoption of ASC Topic 842 to the consolidated balance sheet as of January 1, 2019 was as follows: Operating Lease Asset $ 236,959 Operating Lease Liability-ST $ 166,955 Operating Lease Liability-LT $ 83,477 The adoption of ASC Topic 842 did not result in an adjustment to retained earnings. Earnings Per Share We calculate earnings per share (“EPS”) in accordance with GAAP, which requires the computation and disclosure of two EPS amounts, basic and diluted. Basic EPS is computed based on the weighted average number of common shares outstanding during the period. Diluted EPS is computed based on the weighted average number of common shares outstanding plus all potentially dilutive common shares outstanding during the period under the treasury stock method. Such potential dilutive common shares consist of stock options, warrants to purchase our Common Stock (the “Warrants”) and convertible debt. Potential common shares totaling approximately 207,000,000 and 161,000,000 at December 31, 2020 and 2019, respectively, have been excluded from the diluted earnings per share calculation as they are anti-dilutive due to our reported net loss. Stock Based Compensation We recognize compensation expense for all share-based payments granted and amended based on the grant date fair value estimated in accordance with GAAP. Compensation expense is generally recognized on a straight-line basis over the employee’s requisite service period based on the award’s estimated lives for fixed awards with ratable vesting provisions. Debt Discount Costs Costs incurred with parties who are providing long-term financing, with Warrants issued with the underlying debt, are reflected as a debt discount based on the relative fair value of the debt and Warrants. These discounts are generally amortized over the life of the related debt, using the effective interest rate method or other methods approximating the effective interest method. Additionally, convertible debt issued with a beneficial conversion feature is recorded at a discount based on the difference in the effective conversion price and the fair value of the Company’s stock on the date of issuance, if any. Outstanding debt is presented net of any such discounts on the accompanying consolidated financial statements. Deferred Debt Issuance and Debt Financing Costs Costs incurred through the issuance of Warrants to parties who are providing long-term financing availability, which includes revolving credit lines, are reflected as deferred debt issuance based on the fair value of the Warrants issued. Costs incurred with third parties related to issuance of debt are recorded as deferred financing costs. These costs are generally amortized over the life of the financing instrument using the effective interest rate method or other methods approximating the effective interest method. Amounts associated with our senior secured convertible notes are netted with the outstanding debt on the accompanying consolidated financial statements while amount associated with credit facilities are presented in other assets on the accompanying consolidated statements of operations. Shipping and Handling Costs We expense all shipping and handling costs as incurred. These costs are included in network operations on the accompanying consolidated statements of operations. Advertising Costs We consider advertising costs as costs associated with the promotion of our products through the various media outlets and trade shows. We expense all advertising costs as incurred. Our advertising expense for the years ended December 31, 2020 and 2019 totaled approximately $28,000 and $30,000, respectively. Concentration of Credit Risks and Customer Data During 2020 one customer comprised $1,179,000 or 18% of our revenue, while no other customer comprised more than 10%. During 2019 one customer comprised $1,538,000 or 25% of our revenue, while no other customer comprised more than 10%. Use of Estimates Our financial statements have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates, including those related to contingencies, on an ongoing basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Recently Issued and Newly Adopted Accounting Pronouncements There have been no material changes to our significant accounting policies as summarized in NOTE 2 of our Annual Report on Form 10-K for the year ended December 31, 2019. We do not expect that the adoption of any recent accounting pronouncements will have a material impact on our accompanying consolidated financial statements. Reclassification Certain amounts reported in the prior year financial statements may have been reclassified to conform to the current year presentation. |
GOING CONCERN, LIQUIDITY AND MA
GOING CONCERN, LIQUIDITY AND MANAGMENTS PLAN | 12 Months Ended |
Dec. 31, 2020 | |
Liquidity and Managments Plan [Abstract] | |
GOING CONCERN, LIQUIDITY AND MANAGMENTS PLAN | NOTE 3 – GOING CONCERN, LIQUIDITY AND MANAGMENTS PLAN Our cash position at December 31, 2020 was approximately $358,000. Accounting standards require management to evaluate our ability to continue as a going concern for a period of one year after the date of the filing of this Form 10-K (“evaluation period”). These conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. We anticipate that our current resources, along with cash generated from operations, will not be sufficient to meet our cash requirements throughout the evaluation period, including funding anticipated losses and scheduled debt maturities. We expect to seek additional funds from a combination of dilutive and/or nondilutive financings in the future. Because such transactions have not been finalized, receipt of additional funding is not considered probable under current accounting standards. If we do not generate sufficient cash flows from operations and obtain sufficient funds when needed, we expect that we would scale back our operating plan by deferring or limiting some, or all, of our capital spending, reducing our spending on travel, and/or eliminating planned headcount additions, as well as other cost reductions to be determined. Because such contingency plans have not been finalized (the specifics would depend on the situation at the time), such actions also are not considered probable for purposes of current accounting standards. Because, under current accounting standards, neither future cash generated from operating activities, nor management’s contingency plans to mitigate the risk and extend cash resources through the evaluation period, are considered probable, substantial doubt is deemed to exist about the Company’s ability to continue as a going concern. As we continue to incur losses, our transition to profitability is dependent upon achieving a level of revenues adequate to support its cost structure. We may never achieve profitability, and unless and until doing so, we intend to fund future operations through additional dilutive or non-dilutive financings. There can be no assurances, however, that additional funding will be available on terms acceptable to us, if at all. Because, under current accounting standards, neither future cash generated from operating activities, nor management’s contingency plans to mitigate the risk and extend cash resources through the evaluation period, are considered probable, substantial doubt is deemed to exist about the Company’s ability to continue as a going concern. The financial information contained in these financial statements have been prepared on a basis that assumes that we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. This financial information and these financial statements do not include any adjustments that may result from the outcome of this uncertainty. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 4 – STOCKHOLDERS’ EQUITY Preferred Stock At December 31, 2020 and 2019, we had 20,000,000 shares of Preferred Stock, par value $0.001 authorized and none outstanding, which can be designated by our Board of Directors. Common Stock At December 31, 2020 and 2019, we had 500,000,000 and 300,000,000 shares of Common Stock, $0.001 par value, respectively, authorized, and 139,380,748 shares of Common Stock issued and outstanding. There was no Common Stock issued during the years ended December 31, 2020 or 2019. Warrants to Purchase Common Stock of the Company We use the Black-Scholes-Merton option pricing model (“Black-Scholes Model”) to determine the fair value of Warrants (except certain Warrants issued to HealthCor in 2011 (the “2011 HealthCor Warrants”) as discussed in NOTE 14 and the warrants issued in connection with a private placement completed in April 2013 (“Private Placement Warrants”). The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the weighted average term of the Warrant. The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the term of the Warrants and is calculated by using the average daily historical stock prices through the day preceding the grant date. Estimated volatility is a measure of the amount by which our stock price is expected to fluctuate each year during the expected life of the award. Our estimated volatility is an average of the historical volatility of our stock prices (and that of peer entities whose stock prices were publicly available) over a period equal to the expected life of the awards. Where appropriate we used the historical volatility of peer entities due to the lack of sufficient historical data of our stock price during 2007-2009. Active Warrant Holders A summary of our Warrants activity and related information follows: Number of Shares Under Warrant Range of Warrant Price Per Share Weighted Average Exercise Price Weighted Average Remaining Contractual Life Beginning Balance 16,284,000 $ 0.05-$1.10 $ 0.49 4.9 Granted 250,000 $ 0.03 $ 0.03 9.4 Canceled — Balance at December 31, 2019 16,534,030 $ 0.03-$1.10 $ 0.49 4.4 Granted 1,000,000 $ 0.01 $ 0.01 9.10 Expired — Canceled — Balance at December 31, 2020 16,050,458 $ 0.01-$0.53 $ 0.76 4.3 As of December 31, 2020 and 2019, we had no unamortized costs associated with capitalized Warrants. Warrant Activity During 2020 In February 2020, we issued 1,000,000 ten-year Warrants (with a fair value of $10,000) at an exercise price of $0.01 per share to a director. Warrant Activity During 2019 In May 2019, we issued 250,000 ten-year Warrants (with a fair value of $4,000) at an exercise price of $0.03 per share to a director. Stock Options Effective December 3, 2007, we established the CareView Communications, Inc. 2007 Stock Incentive Plan (“2007 Plan”) pursuant to which 8,000,000 shares of Common Stock were reserved for issuance upon the exercise of options (“2007 Plan Option(s)”). The 2007 Plan was designed to serve as an incentive for retaining our qualified and competent key employees, officers and directors, and certain consultants and advisors. The 2007 Plan Options vest over three years and have an exercise period of ten years from the date of issuance. At December 31, 2020, the 2007 Plan Option to purchase 8,000,000 shares of our Common Stock have been issued with zero remaining outstanding. Effective September 30, 2009, we established the CareView Communications, Inc. 2009 Stock Incentive Plan (the “2009 Plan”) pursuant to which 10,000,000 shares of Common Stock was reserved for issuance upon the exercise of options (“2009 Plan Option(s)”). The 2009 Plan was designed to serve as an incentive for retaining our qualified and competent key employees, officers, and directors. The 2009 Plan Options vest over three years and have an exercise period of ten years from the date of issuance. As of December 31, 2020, the 2009 Plan Option to purchase 10,000,000 shares of our Common Stock have been issued with zero remaining outstanding. On February 25, 2015, we established the CareView Communications, Inc. 2015 Stock Option Plan (the “2015 Plan”) pursuant to which 5,000,000 shares of Common Stock was reserved for issuance upon the exercise of options (“2015 Plan Option(s)”). The 2015 Plan was designed to serve as an incentive for retaining our qualified and competent key employees, officers, and directors. The 2015 Plan Options vest over three years and have an exercise period of ten years from the date of issuance. As of December 31, 2020, the 2015 Plan Option to purchase 5,000,000 shares of our Common Stock have been issued with zero remaining outstanding. On December 7, 2016, we established the CareView Communications, Inc. 2016 Stock Option Plan (the “2016 Plan”) pursuant to which 20,000,000 shares of Common Stock was reserved for issuance upon the exercise of options (“2016 Plan Option(s)”). The 2016 Plan was designed to serve as an incentive for retaining our qualified and competent key employees, officers, and directors. The 2016 Plan Options vest over three years and have an exercise period of ten years from the date of issuance. As of December 31, 2020, the 2016 Plan Option to purchase 20,000,000 shares of our Common Stock have been issued with zero remaining outstanding. On August 6, 2020, we established the CareView Communications, Inc. 2020 Stock Option Plan (the “2020 Plan”) pursuant to which 20,000,000 shares of Common Stock was reserved for issuance upon the exercise of options (“2020 Plan Option(s)”). The 2020 Plan was designed to serve as an incentive for retaining our qualified and competent key employees, officers, and directors. The 2020 Plan Options vest over three years and have an exercise period of ten years from the date of issuance. As of December 31, 2020, the 2020 Plan Option to purchase 13,637,024 shares of our Common Stock have been issued with 6,362,976 remaining outstanding. The valuation methodology used to determine the fair value of the 2007 Plan Options, 2009 Plan Options, 2015 Plan Options, 2016 Plan Options, and 2020 Plan Options, collectively, (the “Option(s)”) issued was the Black- Scholes Model. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the weighted average expected term of the options. A summary of our stock option activity and related information follows: Number of Shares Under Option Weighted Average Exercise Price Weighted Aggregate Intrinsic Value Balance at December 31, 2019 20,524,792 $ 0.25 6.3 $ — Granted 21,374,991 Expired (703,982 ) Canceled (506,833 ) Balance at December 31, 2020 40,688,968 $ 0.13 7.6 $ 526,724 Vested and Exercisable at December 31, 2020 19,478,977 $ 0.23 5.5 $ — Share-based compensation expense for Options charged to our operating results for the twelve months ended December 31, 2020 and 2019 were $156,342 and $158,866, respectively. The estimate of forfeitures is to be recorded at the time of grant and revised in subsequent periods if actual forfeitures differ from the estimates. We have not included an adjustment to our stock-based compensation expense based on the nominal amount of the historical forfeiture rate. We do, however, revise our stock- based compensation expense based on actual forfeitures during each reporting period. At December 31, 2020, total unrecognized estimated compensation expense related to non-vested Options granted was $552,501, which is expected to be recognized over a weighted- average period of 2.6 years. No tax benefit was realized due to a continued pattern of operating losses. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 5 – INCOME TAXES In assessing the realizability of deferred tax asset, including the net operating loss carryforwards (NOLs), the Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize its existing deferred assets. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period when those temporary difference become deductible. Based on its assessment, the Company has provided a full valuation allowance against its net deferred tax assets as their future utilization remains uncertain at this time. In 2020, the deferred tax valuation allowance increased by $1,649,389. In 2019, the deferred tax valuation allowance increased by $1,986,506. At December 31, 2020, we had approximately $89,000,000 of federal net operating tax loss carryforward which begins to expire in 2028. We had approximately $20,000,000 million of state net operating losses as of December 31, 2019. In accordance with Section 382 of the Internal Revenue code, the usage of the Company's Federal Carryforwards could be limited in the event of a change in ownership. As of December 31, 2020, the Company has not completed an analysis as to whether or not an ownership change has occurred. We are currently subject to the general three-year state of limitation for federal tax. Under this general rule, the earliest period subject to potential audit is 2018. For years to which the Company may utilize its net operating losses, the IRS has the ability to examine the tax year that generated those losses and propose adjustments up to the amount of losses utilized. The Company applies the FASB's provisions for uncertain tax positions. The Company utilizes the two-step process to determine the amount of recognized tax benefit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties associated with uncertain tax positions as a component of income tax expense. As of December 31, 2020, management does not believe the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year. On March 27, 2020, H.R. 748, the Coronavirus Aid, Relief, and Economic Security Act, "the CARES Act," was signed into legislation which includes tax provisions relevant to businesses that will impact taxes related to 2018, 2019, and 2020. Some of the significant tax law changes are to increase the limitation on deductible business interest expenses for 2019 and 2020, allow for the five-year carryback of net operating losses for 2018-2020, suspend the 80% limitation of taxable income for net operating, loss carryforwards for 2018-2020, provide for the acceleration of depreciation expense from 2018 and forward on qualified improvement property, and accelerate the ability to claim refunds of AMT credit carryforwards. The Company is required to recognize the effect on the consolidated financial statements in the period the law was enacted. The provision for income taxes consists of the following: 2020 2019 Current: Federal $ — $ — State income tax, net of federal benefit 9,635 7,268 Sub-total: 9,635 7,268 Deferred: Federal — — State income tax, net of federal benefit — — Sub-total: — — Total $ 9,635 $ 7,268 Years Ended December 31, 2020 2019 Expected income tax benefit at statutory rate $ (2,453,962 ) $ (2,969,493 ) Debt discount amortization 688,950 683,911 Permanently disallowed interest 238,673 223,586 PPP loan (164,178 ) Other permanent differences 4,390 10,263 State income tax, net of federal benefit 9,635 7,268 Other reconciling items 36,738 65,227 Change in valuation account 1,649,389 1,986,506 Income tax expense (benefit) $ 9,635 $ 7,268 The components of the deferred tax assets and liabilities are as follows: December 31, 2020 2019 Deferred Tax Assets: Tax benefit of net operating loss carry-forward $ 18,588,968 $ 18,162,329 Accrued interest 7,450,680 6,378,719 Stock based compensation 1,298,120 1,265,290 Amortization 314,022 100,550 Depreciation 52,965 393,935 Accrued expenses 71,402 60,193 Donations 5,947 5,947 Inventory reserve 237,527 237,527 Bad debt allowance (2 ) 1,591 Research and development credit carry-forward 29,084 29,084 BCF debt discount (444,009 ) (679,850 ) Total deferred tax assets 27,604,704 25,955,315 Valuation allowance for deferred tax assets (27,604,704 ) (25,955,315 ) Deferred tax assets, net of valuation allowance $ — $ — |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 6 – INVENTORY Inventory is valued at the lower of cost, determined on a first-in, first-out (FIFO), or net realizable value. Inventory items are analyzed to determine cost and net realizable value and appropriate valuation adjustments are then established. Inventory consists of the following: December 31, 2020 2019 Inventory $ 408,450 $ — TOTAL INVENTORY $ 408,450 $ — Inventory is related to our new sales-based contract model launched in fiscal 2020, and the revenues associated with the 2020 sales were immaterial. |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 7 – OTHER CURRENT ASSETS Other current assets consist of the following: December 31, 2020 2019 Prepaid equipment $ — $ 102,215 Other prepaid expenses 211,751 109,185 Other current assets 32,556 9,064 TOTAL OTHER CURRENT ASSETS $ 244,307 $ 220,464 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 8 - PROPERTY AND EQUIPMENT Property and equipment consist of the following: December 31, 2020 2019 Network equipment $ 12,536,423 $ 12,424,248 Office equipment 229,240 207.608 Vehicles 217,004 217,004 Test equipment 204,455 197,090 Furniture 92,846 91,341 Warehouse equipment 9,524 9,524 Leasehold improvements 5,121 5,121 13,294,613 13,151,936 Less: accumulated depreciation (11,702,129 ) (11,173,916 ) TOTAL PROPERTY AND EQUIPMENT $ 1,592,484 $ 1,978,020 Depreciation expense for the years ended December 31, 2020 and 2019 was $531,098 and $666,387, respectively. |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | NOTE 9 – OTHER ASSETS Intangible assets consist of the following: December 31, 2020 Cost Accumulated Amortization Net Patents and trademarks $ 1,131,581 $ 238,625 $ 892,956 Other intangible assets 83,745 78,989 4,756 TOTAL INTANGIBLE ASSETS $ 1,215,326 $ 317,614 $ 897,712 December 31, 2019 Cost Accumulated Amortization Net Patents and trademarks $ 1,070,871 $ 243,702 $ 827,169 Other intangible assets 63,509 59,996 3,513 TOTAL INTANGIBLE ASSETS $ 1,134,380 $ 303,698 $ 830,682 Other assets consist of the following: December 31, 2020 Cost Accumulated Amortization Net Deferred installation costs $ 1,292,729 $ 1,238,727 $ 54,002 Prepaid license fee 249,999 153,004 96,995 Security deposit 46,124 — 46,124 TOTAL OTHER ASSETS $ 1,588,852 $ 1,391,731 $ 197,121 December 31, 2019 Cost Accumulated Amortization Net Deferred installation costs $ 1,288,156 $ 1,206,968 $ 81,188 Prepaid license fee 249,999 136,611 113,388 Security deposit 46,124 — 46,124 TOTAL OTHER ASSETS $ 1,584,279 $ 1,343,579 $ 240,700 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 10 – OTHER CURRENT LIABILITIES Other current liabilities consist of the following: December 31, 2020 2019 Accrued interest $ 6,973,032 $ 3,751,061 Allowance for system removal 36,500 152,800 Accrued paid time off 146,342 112,176 Deferred commission 139,041 139,041 Accrued rent expense — 18,276 Deferred revenue 465,124 255,398 Accrued taxes 10,424 29,309 Insurance Premium Financing 67,927 19,360 Other accrued liabilities 20,090 24,199 TOTAL OTHER CURRENT LIABILITIES $ 7,858,480 $ 4,505,505 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11– COMMITMENTS AND CONTINGENCIES Debt Maturity As of December 31, 2020, future debt payments due are as follows: Years Total Loan Payable Senior Secured Convertible Notes (1) Senior Secured Notes (2) 2021 Related Party $ 46,666,949 $ 700,000 $ — 45,966,949 Other 20,163,786 20,163,786 — — 2022 Related Party 10,643,186 — — 10,643,186 Other — — — — 2023 Related Party — — — — Other — — — — 2024 Related Party 11,225,690 — 11,225,690 — Other — — — — Thereafter Related Party 13,006,268 — 13,006,268 — Other 3,531,289 — 3,531,289 — Total $ 105,237,168 $ 20,863,786 $ 27,763,247 $ 56,610,135 (1) Senior Secured Convertible Notes are included on the accompanying consolidated financial statements as $24,111,516, which represents this amount less debt discount of $3,651,731. (2) Senior Secured Notes are included on the accompanying consolidated financial statements as $54,777,467, which represents this amount less debt discount of $1,832,668. Payroll Protection Program On April 10, 2020, the Company received loan proceeds in the amount of $781,800 pursuant to a promissory note agreement (the “Promissory Note”) with a bank under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The Promissory Note has a loan maturity of April 10, 2022, a stated interest rate of 1.0% per annum, and has payments of principal and interest that are due monthly after an initial six-month deferral period where interest accrues, but no payments are due. The Promissory Note provides for customary events of default, including, among others, those relating to failure to make payment when due and breaches of representations. The Company may prepay the principal of the Promissory Note at any time without incurring any prepayment charges. The loan is subject to all the terms and conditions applicable under the PPP and is subject to review by the Small Business Association (the “SBA”) for compliance with program requirements, including the Company’s certification that the current economic uncertainty made the PPP loan request necessary to support ongoing operations and the Company’s obtaining approval from the SBA for the private placement equity transaction. In June 2020, the Payroll Protection Program Flexibility Act (“PPPFA”) was signed into law adjusting certain key terms of loans issued under the PPP. In accordance with the PPPFA, the initial deferral period may be extended from six to up to ten months and the loan maturity may be extended from two to five years. The PPPFA also provided for certain other changes, including the extent to which the loan may be forgiven. The loan’s principal and accrued interest were forgivable to the extent that the Company initially qualified for the loan and the proceeds were used for eligible purposes, subject to certain limitations, and that the Company maintains its payroll levels over a twenty-four-week period following the loan date. As the legal form of the Promissory Note was a debt obligation, the Company accounted for it as debt under Accounting Standards Codification (ASC) 470, Debt and recorded a liability of $781,800 in the consolidated balance sheet upon receipt of the loan proceeds. The Company applied for forgiveness, and on November 20, 2020, we received confirmation from our bank that the Promissory Note was forgiven by the SBA. The loan balance plus accrued interest of $786,889 was recorded as a gain on extinguishment of debt in the December 31, 2020 consolidated statement of operations. The SBA has created an audit safe harbor for any PPP loan borrower that, together with its affiliates, received PPP loans with an original amount of less than $2 million. The safe harbor is designed to protect a small borrower from a PPP audit based on its good faith certification. However, the government may still decide to audit a PPP loan for other purposes, such as possible misuse of PPP funds. The Company has not been notified of an audit nor does it expect to be audited by the SBA. |
LEASE
LEASE | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
LEASE | NOTE 12– LEASE Operating Lease The Company has an operating lease primarily consisting of office space with remaining lease term of 18 months. On March 4, 2020, we entered into the Fourth Amendment to Commercial Lease Agreement (the “Lease Extension”), wherein we extended the Lease through August 31, 2025. The Lease Extension contains a renewal provision under which the Lease has been extended for an additional five-year period under the same terms and conditions of the original Lease Agreement. Management has identified this extension as a reassessment event, as we have elected to exercise the Lease Extension option even though the Company had previously determined that it was not reasonably certain to do so. The Company has reassessed the discount rate at the remeasurement date, at 14.8% and the Company has remeasured its ROU asset and lease liability on our balance sheet using the discount rate that applies as of the date of the reassessment event to remeasure its Operating lease asset and lease liability. The reassessment is based on the remaining lease term and lease payments. The Company has further concluded that the Lease Extension has no effects on the classification of the Lease. Rent expense for the twelve months ended December 31, 2020 and 2019 was $295,692 and $263,664, respectively. Lease Position Operating lease asset and liability for our operating lease were recorded in the consolidated balance sheet as follows: December 31, 2020 Assets Operating lease asset $ 659,099 Total lease asset $ 659,099 Liabilities Current liabilities: Operating lease liability $ 150,087 Long-term liabilities: Operating lease liability, net of current portion $ 561,202 Total lease liability $ 711,289 Undiscounted Cash Flows Future lease payments included in the measurement of operating lease liability on the consolidated balance sheet as of December 31, 2020, for the following five fiscal years and thereafter as follows: Year ending December 31, Operating Leases 2021 $ 202,310 2022 208,379 2023 214,631 2024 221,069 2025 and thereafter 150,679 Total minimum lease payments 997,068 Less effects of discounting (285,779 ) Present value of future minimum lease payments $ 711,289 Cash Flows The table below presents certain information related to the cash flows for the Company’s operating lease for twelve months ending December 31, 2020: Twelve Months Ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 46,769 |
AGREEMENT WITH PDL BIOPHARMA, I
AGREEMENT WITH PDL BIOPHARMA, INC. | 12 Months Ended |
Dec. 31, 2020 | |
Agreement With Pdl Biopharma Inc. | |
AGREEMENT WITH PDL BIOPHARMA, INC. | NOTE 13– AGREEMENT WITH PDL BIOPHARMA, INC. On June 26, 2015, we entered into a Credit Agreement (as subsequently amended) with PDL BioPharma, Inc. ("PDL"), as administrative agent and lender ("the Lender") (the "PDL Credit Agreement"). Under the PDL Credit Agreement the Lender made available to us up to $40 million in two tranches of $20 million each. Tranche One was funded on October 8, 2015 (the "Tranche One Loan"). Pursuant to the terms of the PDL Credit Agreement and having not met the Tranche Two Milestones by July 26, 2017, the Tranche Two funding was terminated in full. From October 8, 2015 through May 14, 2019, the outstanding borrowings under the Tranche One Loan bore interest at the rate of 13.5% per annum, payable quarterly. On May 15, 2019, pursuant to the terms of the Fifth Amendment to the PDL Credit Agreement (see below for additional details), the interest increased to 15.5% per annum, payable quarterly. Also, on May 15, 2019, pursuant to the terms of the Fourteenth Amendment to the PDL Modification Agreement (see below for additional details), the minimum cash balance requirement of $750,000 was reduced to $0. On January 31, 2019, February 28, 2019, March 29, 2019 and April 29, 2019, the Company and Lender entered into the Tenth, Eleventh, Twelfth, and Thirteenth Amendments to the PDL Modification Agreement, as previously amended, respectively, pursuant to which the parties agreed to amend the PDL Modification Agreement to provide that (A) the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and, pursuant to the Thirteenth Amendment to the PDL Modification Agreement, May 15, 2019 (rather than January 31, February 28, June 30, and April 30, respectively) (with each such date permitted to be extended by the Lender in its sole discretion); (B) the Company could satisfy its obligations under the PDL Modification Agreement, as amended, to obtain financing by obtaining (a) at least $2,050,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to February 23, 2018 and (b) an additional (i) $750,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to July 13, 2018 and (ii) $750,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to May 15, 2019 (rather than January 31, February 28, June 30, and April 30, respectively) (resulting in aggregate net cash proceeds of at least $3,550,000); and (C) the Company’s quarterly interest payments that would otherwise have been due to Lender on December 31, 2018 and June 30, 2019 would be deferred until May 15, 2019 (the end of the extended Modification Period) and that such deferral would be a Covered Event. On April 9, 2019, the Company, PDL Investment entered into a Fourth Amendment to PDL Credit Agreement (the “Fourth Amendment to the PDL Credit Agreement”), wherein the Company executed an Amended and Restated Tranche One Term Note in the principal amount of $20,000,000 to PDL Investments (the “Amended Tranche One Loan”), pursuant to which the parties agreed, among other things, to amend the note from registered to unregistered form. On May 15, 2019, the Company, the Lender, Steven G. Johnson (our Chief Executive Officer, President, Secretary and Treasurer), individually, and Dr. James R. Higgins (a member of our board of directors), individually (Mr. Johnson and Dr. Higgins, collectively, the “Tranche Three Lenders”) entered into a Fifth Amendment to the PDL Credit Agreement (the “Fifth PDL Credit Agreement Amendment”), pursuant to which the parties agreed to amend the PDL Credit Agreement to, among other things, (i) provide for a new tranche of term loan in the aggregate principal amount of $200,000, from the Tranche Three Lenders, with a maturity date of October 7, 2020 and bearing interest at the rate of 15.5% per annum, payable quarterly in arrears (subject to the terms of the PDL Modification Agreement, as amended) (the “Tranche Three Loan”); (ii) increase the interest rate for outstanding borrowings under the Amended Tranche One Loan from 13.5% per annum to 15.5% per annum, payable quarterly in arrears (subject to the terms of the PDL Modification Agreement, as amended), effective May 15, 2019,; and (iii) provide for the issuance of the Twelfth Amendment Note, pursuant to the terms of the Twelfth Amendment to the HealthCor Agreement (see NOTE 10 for details). Under the accounting standards, we determined that the restructuring of the Tranche One Loan resulted in a troubled debt restructuring. As the future cash flows were greater than the carrying amount of the debt at the date of the amendment, we accounted for the change prospectively using the new effective interest rate. Also on May 15, 2019, upon the execution of the Fifth PDL Credit Agreement Amendment, (i) the Company sold and issued the Tranche Three Lenders term notes in the aggregate principal amount of $200,000, payable in accordance with the terms of the PDL Credit Agreement (the “Tranche Three Loans”), $150,000 from Mr. Johnson and $50,000 from Dr. Higgins, and (ii) the Company issued a warrant for the purchase of 250,000 shares of Common Stock, with an exercise price per share equal to $0.03 (subject to adjustment as described therein) and an expiration date of May 15, 2029 (the “Tranche Three Loan Warrant”), to Dr. Higgins in connection with his Tranche Three Loan. Mr. Johnson declined to be issued a Tranche Three Loan Warrant. On May 15, 2019 the Company and the Lender entered into the Fourteenth Amendment to the PDL Modification Agreement (the “Fourteenth Amendment to the PDL Modification Agreement”), pursuant to which, in connection with the Twelfth Amendment to the HealthCor Purchase Agreement (see NOTE 10 for further details) and the Fifth Amendment to the PDL Credit Agreement, the parties agreed to amend the PDL Modification Agreement, as previously amended, to provide that (A) the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and September 30, 2019 (with each such date permitted to be extended by the Lender in its sole discretion); (B) the Borrower could satisfy its obligations under the PDL Modification Agreement, as amended, to obtain financing by obtaining (a) at least $2,050,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to February 23, 2018 and (b) an additional (i) $1,000,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to July 13, 2018 and (ii) $250,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to May 15, 2019 (resulting in aggregate net cash proceeds of at least $3,300,000); (C) the Liquidity required during the Modification Period would be lowered to $0 from $750,000; and (D) the Company’s interest payments that would otherwise be due to Lender on December 31, 2018, June 30, 2019 and June 30, 2019 would be deferred until September 30, 2019 (the end of the extended Modification Period) and that such deferrals would be a Covered Event. On September 30, 2019, the Company, the Borrower, the Subsidiary Guarantor and the Lender entered into a Fifteenth Amendment to Modification Agreement (the “Fifteenth Modification Agreement Amendment”), pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and November 30, 2019 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s interest payments that would otherwise be due to Lender on December 31, 2018, June 30, 2019, June 30, 2019, and September 30, 2019 would be deferred until November 30, 2019 (the end of the extended Modification Period) and that such deferrals would be a Covered Event. On November 29, 2019, the Company, the Borrower, the Subsidiary Guarantor and the Lender entered into a Sixteenth Amendment to Modification Agreement (the “Sixteenth Modification Agreement Amendment”), pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and December 31, 2019 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s interest payments that would otherwise be due to Lender on December 31, 2018, June 30, 2019, June 30, 2019, and September 30, 2019 would be deferred until December 31, 2019 (the end of the extended Modification Period) and that such deferrals would be a Covered Event. On December 31, 2019, the Company, the Borrower, the Subsidiary Guarantor and the Lender entered into a Seventeenth Amendment to Modification Agreement (the “Seventeenth Modification Agreement Amendment”), pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and January 17, 2020 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s interest payments that would otherwise be due to Lender on December 31, 2018, June 30, 2019, June 30, 2019, September 30, 2019, and December 31, 2019 would be deferred until January 17, 2020 (the end of the extended Modification Period) and that such deferrals would be a Covered Event. On January 17, 2020, the Company, the Borrower, the Subsidiary Guarantor and the Lender entered into an Eighteenth Amendment to Modification Agreement (the “Eighteenth Modification Agreement Amendment”), pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and January 28, 2020 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s interest payments that would otherwise be due to Lender on December 31, 2018, June 30, 2019, June 30, 2019, September 30, 2019, and December 31, 2019 would be deferred until January 28, 2020 (the end of the extended Modification Period) and that such deferrals would be a Covered Event. On January 28, 2020, the Company, the Borrower, the Subsidiary Guarantor and the Lender entered into a Nineteenth Amendment to Modification Agreement (the “Nineteenth Modification Agreement Amendment”), pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and (i) April 30, 2020 (provided that Borrower obtains at least $600,000 in cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt subordinated to the Tranche One Loan (as defined in the Credit Agreement) pursuant to the terms of the Intercreditor Agreement (as defined in the Credit Agreement) on or prior to February 11, 2020) or (ii) February 11, 2020 (if Borrower has not obtained such cash proceeds by such date) (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s interest payments that would otherwise be due to Lender on December 31, 2018, June 30, 2019, June 30, 2019, September 30, 2019, December 31, 2019, and June 30, 2020 would be deferred until the end of the extended Modification Period (but with respect to the June 30, 2020 interest payment, such payment would be deferred only in the event that the end of the extended Modification Period is April 30, 2020 rather than February 11, 2020; otherwise the Borrower will make the interest payment due under the Credit Agreement on June 30, 2020), and that such deferrals would be a Covered Event. The Company has evaluated the Eighteenth and Nineteenth Modification Agreement Amendments and as the effective borrowing rate under the restructured agreement is less than the effective borrowing rate on the old agreement, a concession is deemed to have been granted under ASC 470-60-55-10. As a concession has been granted, the agreement is to be accounted for as a troubled debt restructuring by debtors (TDR) under ASC 470-60. On February 6, 2020, the Company, the Borrower, the Lender (in its capacity as administrative agent and lender) and the Tranche Three Lenders entered into a Sixth Amendment to Credit Agreement (the “Sixth Credit Agreement Amendment”), pursuant to which the parties agreed to amend the Credit Agreement to, among other things, (i) provide for additional funding under the Tranche Three Loan, in the aggregate principal amount of $500,000, from the Tranche Three Lenders (the “Additional Tranche Three Loan”), with a maturity date of October 7, 2020 (the fifth anniversary of the funding date of the Tranche One Loan (as defined in the Credit Agreement)), with outstanding borrowings bearing interest at the rate of 15.5% per annum, payable quarterly in arrears (subject to the terms of the Modification Agreement, as amended), and with payment of the Additional Tranche Three Loan and any other Obligations (as defined in the Credit Agreement) incurred in connection with the Additional Tranche Three Loan subordinated and subject in right and time of payment to the Payment in Full (as defined in the Credit Agreement) of the Tranche One Loan and any other Obligations incurred in connection with the Tranche One Loan, to the extent and in the manner set forth in the Credit Agreement; and (ii) provide for the issuance of the Thirteenth Amendment Supplemental Closing Note. Also on February 6, 2020, upon the execution of the Sixth Credit Agreement Amendment, (i) the Borrower borrowed the Additional Tranche Three Loan and issued to the Tranche Three Lenders term notes in the aggregate principal amount of $500,000, payable in accordance with the terms of the Credit Agreement (the “Additional Tranche Three Term Notes”), $250,000 from Mr. Johnson and $250,000 from Dr. Higgins, and (ii) the Company issued a warrant for the purchase of 1,000,000 shares of Common Stock, with an exercise price per share equal to $0.01 (subject to adjustment as described therein) and expiration date of February 6, 2030 (the “Additional Tranche Three Loan Warrant”), to Dr. Higgins in connection with his Additional Tranche Three Loan. Mr. Johnson declined to be issued an Additional Tranche Three Loan Warrant. Mr. Johnson is our Chief Executive Officer, President, Secretary and Treasurer and is one of our directors. Dr. Higgins is one of our directors. On April 17, 2020, the Company and PDL Investment Holdings, LLC, entered into a Consent and Agreement Regarding SBA Loan Agreement (the “PDL Consent Agreement”), pursuant to which the Lender (i) consented under the Credit Agreement to the Borrower’s issuing the Promissory Note and borrowing the SBA Loan and (ii) agreed that the SBA Loan would be deemed to be debt that is permitted under the Credit Agreement and Loan Documents. On April 17, 2020, the Company and the Lender entered into a Twentieth Amendment to the PDL Modification Agreement (the “Twentieth Modification Agreement Amendment”), pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and September 30, 2020 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s interest payments that would otherwise be due to Lender on December 31, 2018, June 30, 2019, June 30, 2019, September 30, 2019, December 31, 2019, June 30, 2020 and June 30, 2020 would be deferred until September 30, 2020 (the end of the extended Modification Period), and that such deferrals would be a Covered Event. The Company has evaluated the Twentieth Modification Agreement Amendment and as the effective borrowing rate under the restructured agreement is less than the effective borrowing rate on the old agreement, a concession is deemed to have been granted under ASC 470-60-55-10. As a concession has been granted, the agreement is to be accounted for as a troubled debt restructuring by debtors (TDR) under ASC 470-60. On September 30, 2020, the Company, the Borrower, the Subsidiary Guarantor, the Lender and the Tranche Three Lenders entered into a Twenty-First Amendment to Modification Agreement (the “Twenty- First Modification Agreement Amendment”), pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and November 30, 2020 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s (i) interest payments that would otherwise be due under the Credit Agreement on December 31, 2018, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020 and October 7, 2020 and (ii) payments for principal and for any other Obligations then outstanding under the Tranche One Loan and the Tranche Three Loans that would otherwise be due under the Credit Agreement on October 7, 2020, would each be deferred until November 30, 2020 (the end of the extended Modification Period), and that such deferrals would be a Covered Event. The Company has evaluated the Twenty-First Modification Agreement Amendment and as the effective borrowing rate under the restructured agreement is less than the effective borrowing rate on the old agreement, a concession is deemed to have been granted under ASC 470-60-55-10. As a concession has been granted, the agreement is to be accounted for as a troubled debt restructuring by debtors (TDR) under ASC 470-60. On November 30, 2020, the Company, the Borrower, the Subsidiary Guarantor, the Lender and the Tranche Three Lenders entered into a Twenty-Second Amendment to Modification Agreement (the “Twenty-Second Modification Agreement Amendment”), pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and January 31, 2021 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s (i) interest payments that would otherwise be due under the Credit Agreement on December 31, 2018, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020, and October 7, 2020 and (ii) payments for principal and for any other Obligations then outstanding under the Tranche One Loan and the Tranche Three Loans that would otherwise be due under the Credit Agreement on October 7, 2020, would each be deferred until January 31, 2021 (the end of the extended Modification Period) and that such deferrals would be a Covered Event. The Company has evaluated the Twenty-Second Modification Agreement Amendment and as the effective borrowing rate under the restructured agreement is less than the effective borrowing rate on the old agreement, a concession is deemed to have been granted under ASC 470-60-55-10. As a concession has been granted, the agreement is to be accounted for as a troubled debt restructuring by debtors (TDR) under ASC 470-60. On January 31, 2021, the Company, the Borrower, the Subsidiary Guarantor, the Lender and the Tranche Three Lenders entered into a Twenty-Third Amendment to Modification Agreement (the “Twenty- Third Modification Agreement Amendment”). See NOTE 16 for more details. Accounting Treatment In connection with the PDL Credit Agreement, as amended, we issued the PDL Warrant to the Lender. The fair value of the PDL Warrant at issuance was $1,600,000 which has been recorded as deferred issuance costs in the accompanying consolidated financial statements. As of December 31, 2019, the Amended PDL Warrant has not been exercised. During the year ended December 31, 2019, the Company and Lender entered into eight amendments to the PDL Modification Agreement (as detailed above), resulting in restructuring of the PDL Credit Agreement and the accounting treatment of the related costs. During the year ended December 31, 2020, the Company and Lender entered into four amendments to the PDL Modification Agreement (as detailed above), resulting in restructuring of the PDL Credit Agreement and the accounting treatment of the related costs. Under debt modification/troubled debt guidance, we determined that the first of the eight amendments qualified for modification accounting, while the final fifteen qualified for troubled debt restructuring accounting. As appropriate, we expensed the legal costs paid to third parties. For the years ended December 31, 2020 and 2019, pursuant to the terms of the PDL Modification Agreement, as amended, $3,100,000 and $3,773,673, respectively, was recorded as interest expense on the accompanying consolidated financial statements. The Tranche Three Warrant issued with the Fifth PDL Credit Agreement Amendment did not contain features requiring liability accounting and were recorded at fair value on the date of issuance with the offsetting credit recorded in equity. The value allocated to the Tranche Three Loan Warrant was $3,704 and was recorded as interest expense at December 31, 2019. |
AGREEMENT WITH HEALTHCOR
AGREEMENT WITH HEALTHCOR | 12 Months Ended |
Dec. 31, 2020 | |
Agreement With Healthcor | |
AGREEMENT WITH HEALTHCOR | NOTE 14 – AGREEMENT WITH HEALTHCOR On April 21, 2011, we entered into a Note and Warrant Purchase Agreement (as subsequently amended) with HealthCor Partners Fund, LP (“HealthCor Partners”) and HealthCor Hybrid Offshore Master Fund, LP (“HealthCor Hybrid” and, together with HealthCor Partners, “HealthCor”) (the “HealthCor Purchase Agreement”). Pursuant to the terms of the HealthCor Purchase Agreement, we sold and issued Senior Secured Convertible Notes to HealthCor in the principal amount of $9,316,000 and $10,684,000, respectively (collectively the “2011 HealthCor Notes”). The 2011 HealthCor Notes have a maturity date of April 20, 2021. We also issued Warrants to HealthCor for the purchase of an aggregate of up to 5,488,456 and 6,294,403 shares, respectively, of our Common Stock at an exercise price of $1.40 per share (collectively the “2011 HealthCor Warrants”). So long as no event of default has occurred, the outstanding principal balances of the 2011 HealthCor Notes accrue interest from April 21, 2011 through April 20, 2016 (the “First Five-Year Note Period”) at the rate of 12.5% per annum, compounding quarterly and shall be added to the outstanding principal balances of the 2011 HealthCor Notes on the last day of each calendar quarter. Interest accruing from April 21, 2016 through April 20, 2021 (the “Second Five Year Note Period”) at a rate of 10% per annum, compounding quarterly, may be paid quarterly in arrears in cash or, at our option, such interest may be added to the outstanding principal balances of the 2011 HealthCor Notes on the last day of each calendar quarter. For the period from April 21, 2016 through September 30, 2018 interest has been added to the outstanding principal balance. Pursuant to the terms of the Ninth Amendment, the accrual of interest has been suspended after September 30, 2018. From the date any event of default occurs, the interest rate, then applicable, shall be increased by five percent (5%) per annum. HealthCor has the right, upon an event of default, to declare due and payable any unpaid principal amount of the 2011 HealthCor Notes then outstanding, plus previously accrued but unpaid interest and charges, together with the interest then scheduled to accrue (calculated at the default rate described in the immediately preceding sentence) through the end of the First Five Year Note Period or the Second Five Year Note Period, as applicable. Subject to the terms of the Ninth Amendment as discussed below, HealthCor’s ability to convert any portion of the outstanding and unpaid accrued interest on and principal balances of the 2011 HealthCor Notes into fully paid and non-assessable shares of our Common Stock has been eliminated. The warrants issued with this Note were cancelled with the Ninth-Amendment dated July 10, 2018. On January 31, 2012, we entered the Second Amendment to the HealthCor Purchase Agreement with HealthCor (the “Second Amendment”) amending the HealthCor Purchase Agreement and sold Senior Secured Convertible Notes to HealthCor in the principal amounts of $2,329,000 and $2,671,000, respectively (collectively the “2012 HealthCor Notes”). As provided by the Second Amendment, the 2012 HealthCor Notes are in substantially the same form as the 2011 HealthCor Notes, with changes to the “Issuance Date,” “Maturity Date,” “First Five-Year Note Period” and other terms to consider the timing of the issuance of the 2012 HealthCor Notes. The 2012 HealthCor Notes have a maturity date of January 30, 2022. On January 16, 2014, we entered a Fourth Amendment to the HealthCor Purchase Agreement with HealthCor (the “Fourth Amendment”) and sold Senior Secured Convertible Notes to HealthCor in the principal amounts of $2,329,000 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 consider the timing of the issuance of the 2014 HealthCor Notes. The 2014 HealthCor Notes have a maturity date of January 15, 2024. On December 4, 2014, we entered into a Fifth Amendment to the HealthCor Purchase Agreement (the “Fifth Amendment”) with HealthCor and certain additional investors (such additional investors, the “2015 Investors” and, collectively with HealthCor, the “Investors”) and agreed to sell and issue (i) additional notes in the initial aggregate principal amount of $6,000,000,with a conversion price per share of $0.52 (subject to adjustment as described therein) (the “Fifth Amendment Notes”) and (ii) additional Warrants for an aggregate of up to 3,692,308 shares of our Common Stock at an exercise price per share of $0.52 (subject to adjustment as described therein) (the “Fifth Amendment Warrants”). As provided by the Fifth Amendment, the Fifth Amendment Notes are in substantially the same form as the 2011 HealthCor Notes, with changes to the “Issuance Date,” “Maturity Date,” “First Five-Year Note Period” and other terms to consider the timing of the issuance of the Fifth Amendment Notes. The Fifth Amendment Notes have a maturity date of February 16, 2025. On February 23, 2018, we entered into an Eighth Amendment to the HealthCor Purchase Agreement (the “Eighth Amendment”) with HealthCor, the 2015 Investors and certain investors (such additional investors, the “February 2018 Investors”) and agreed to sell and issue (i) additional notes in the initial aggregate principal amount of $2,050,000,with a conversion price per share of $0.05 (subject to adjustment as described therein) (the “Eighth Amendment Notes”) and (ii) additional Warrants for an aggregate of up to 512,500 shares of our Common Stock at an exercise price per share of $0.05 (subject to adjustment as described therein) (the “Eighth Amendment Warrants”). As provided by the Eighth Amendment, the Eighth Amendment Notes are in substantially the same form as the 2011 HealthCor Notes, with changes to the “Issuance Date,” “Maturity Date,” “First Five-Year Note Period” and other terms to consider the timing of the issuance of the Eighth Amendment Notes. The Eighth Amendment Notes have a maturity date of February 22, 2028. On July 10, 2018, we entered into the Ninth Amendment to the HealthCor Purchase Agreement (the “Ninth Amendment”) with HealthCor, the 2015 Investors and the February 2018 Investors, pursuant to which the parties agreed to amend the HealthCor Purchase Agreement, the 2011 HealthCor Notes, the 2012 HealthCor Notes, the 2014 HealthCor Notes, the Fifth Amendment Notes and the Eighth Amendment Notes, as applicable, to (i) remove the rights of the holders of the 2011 HealthCor Notes and the 2012 HealthCor Notes to convert such notes to Common Stock after September 30, 2018; (ii) suspend the accrual of interest on the 2011 HealthCor Notes and the 2012 HealthCor Notes for periods after September 30, 2018; (iii) provide for the potential earlier repayment of the 2011 HealthCor Notes and the 2012 HealthCor Notes by the Company, 120 calendar days following a written demand for payment by the holder of such notes; provided, however, that such written demand may not be given prior to the twelve-month anniversary of the date on which the obligations of the Company under the PDL Credit Agreement are repaid in full; (iv) cancel the 2011 HealthCor Warrants; (v) provide for the seniority of the 2011 HealthCor Notes and the 2012 HealthCor Notes in right of payment over notes subsequently issued pursuant to the Purchase Agreement, including the 2014 HealthCor Notes, the Fifth Amendment Notes and the Eighth Amendment Notes; (vi) amend the terms of the 2014 HealthCor Notes, the Fifth Amendment Notes and the Eighth Amendment Notes to reflect the seniority in payment of the 2011 HealthCor Notes and 2012 HealthCor Notes; and (vii) reduce the number of shares of Common Stock that the Company must at all times have authorized and reserved for the purpose of issuance upon conversion of the notes issued pursuant to the HealthCor Purchase Agreement (collectively, the “Notes”) and exercise of the warrants issued pursuant to the HealthCor Purchase Agreement (collectively, the “Warrants”), from at least 120% of the aggregate number of shares of Common Stock then issuable upon full conversion of the Notes and exercise of the Warrants to at least 100% of such aggregate number of shares. In addition, on July 10, 2018, along with PDL, HealthCor, the 2015 Investors and the February 2018 Investors, we entered into a Second Amendment to the Subordination and Intercreditor Agreement, to amend the Subordination and Intercreditor Agreement dated as of September 26, 2015, as amended to provide that, in the event of a sale of the Company’s hospital assets, after the net proceeds are first applied to repay obligations under the PDL Credit Agreement, as amended, until paid in full, up to the next $5,000,000 of such net proceeds may be retained by the Company for working capital purposes before all remaining net proceeds are then applied to repay the obligations under the Notes in accordance with the priorities set forth in the HealthCor Purchase Agreement and the Notes. On July 13, 2018, we entered into the Tenth Amendment to the HealthCor Purchase Agreement with HealthCor, the 2015 Investors, the February 2018 Investors and certain investors (all of which are directors of the Company) (such additional investors, the “July 2018 Investors”), pursuant to which we sold and issued convertible secured promissory notes for an aggregate of $1,000,000 to the July 2018 Investors with a conversion price per share equal to $0.05 (subject to adjustment as described therein) (the “Tenth Amendment Notes”). As provided by the Tenth Amendment, the Tenth Amendment Notes are in substantially the same form as the 2011 HealthCor Notes, with changes to the “Issuance Date,” “Maturity Date,” “First Five-Year Note Period” and other terms to consider the timing of the issuance of the Tenth Amendment Notes. The Tenth Amendment Notes have a maturity date of July 12, 2028. On May 15, 2019, we entered into the Twelfth Amendment to HealthCor Purchase Agreement with HealthCor, the 2015 Investors, the February 2018 Investors, the July 2018 Investors, and an investor (a member of our board of directors) (such additional investor, the “2019 Investor”), pursuant to which we sold and issued a convertible secured promissory note for $50,000 to the 2019 Investor with a conversion price per share equal to $0.03 (subject to adjustment as described therein) (the “Twelfth Amendment Note”). As provided by the Twelfth Amendment, the Twelfth Amendment Note is in substantially the same form as the 2011 HealthCor Notes, with changes to the “Issuance Date,” “Maturity Date,” “First Five-Year Note Period” and other terms to take into account the timing of the issuance of the Twelfth Amendment Note. The Twelfth Amendment Note has a maturity date of May 15, 2029. In addition, the provisions regarding interest payments, interest acceleration, optional conversion, negative covenants, and events of default, preemptive rights and registration rights are the same as those of the 2011 HealthCor Notes. As of December 31, 2020, the underlying shares of our Common Stock related to the Twelfth Amendment Note totaled approximately 2,000,000 to the 2019 Investor. On February 6, 2020, we entered into the Thirteenth Amendment to HealthCor Purchase Agreement with HealthCor, the 2015 Investors, the February 2018 Investors, the July 2018 Investors, the 2019 Investor and an investor (a member of our board of directors) (such additional investor, the “February 2020 Investor”), pursuant to which (i) we sold and issued a convertible secured promissory note for $100,000 to the February 2020 Investor with a conversion price per share equal to $0.01 (subject to adjustment as described therein) (the “Thirteenth Amendment Note”). As provided by the Twelfth Amendment, the Twelfth Amendment Note is in substantially the same form as the 2011 HealthCor Notes, with changes to the “Issuance Date,” “Maturity Date,” “First Five-Year Note Period” and other terms to take into account the timing of the issuance of the Thirteenth Amendment Note. The Thirteenth Amendment Note has a maturity date of February 5, 2030. In addition, the provisions regarding interest payments, interest acceleration, optional conversion, negative covenants, and events of default, preemptive rights and registration rights are the same as those of the 2011 HealthCor Notes. As of December 31, 2020, the underlying shares of our Common Stock related to the Thirteenth Amendment Note totaled approximately 11,200,000 to the 2020 Investor. On April 17, 2020, the Company and holders of at least a majority of the Common Stock underlying the outstanding notes and warrants to purchase shares of our Common Stock, on an as-converted basis, sold pursuant to the Note and Warrant Purchase Agreement dated April 21, 2011, as amended, by and among HealthCor Partners Fund, LP, HealthCor Hybrid Offshore Master Fund, LP and the other investors party thereto (the “Majority Holders”) (the “Purchase Agreement”), entered into a Consent and Agreement Regarding SBA Loan Agreement (the “NWPA Consent Agreement”), pursuant to which the Majority Holders (i) consented under the Purchase Agreement to the Borrower’s issuing the Promissory Note and borrowing the SBA Loan and (ii) agreed that the SBA Loan would be deemed to be Permitted Indebtedness under the Purchase Agreement (as defined therein). Underlying Shares Investor Group of Common Stock 2014 Healthcor Notes 28,064,226 2015 Investors 19,388,598 2015 Healthcor Notes 3,877,721 February 2018 Investors 58,234,786 July 2018 Investors 27,090,063 2019 Investor 2,036,258 February 2020 Investor 11,174,105 Total 149,865,756 Accounting Treatment When issuing debt or equity securities convertible into common stock at a discount to the fair value of the common stock at the date the debt or equity financing is committed, a company is required to record a beneficial conversion feature (“BCF”) charge. We had three separate issuances of equity securities convertible into common stock that qualify under this accounting treatment, (i) the 2011 HealthCor Notes, (ii) the 2012 HealthCor Notes and (iii) the 2014 HealthCor Notes. Because the conversion option and the 2011 HealthCor Warrants on the 2011 HealthCor Notes were originally classified as a liability when issued due to the down round provision and the removal of the provision requiring liability treatment, and subsequently reclassified to equity on December 31, 2011 when the 2011 HealthCor Notes were amended, only the accrued interest capitalized as payment in kind (‘‘PIK’’) since reclassification qualifies under this accounting treatment. We recorded an aggregate of $4,403,770 and $4,413,123 in interest for the years ended December 31, 2020 and 2019, respectively, related to these transactions. For the years ended December 31, 2020 and 2019, we recorded $2,743,735 and $1,178,322, respectively, of PIK related to the notes included in the HealthCor Purchase Agreement. The face amount of the 2012 HealthCor Notes, 2014 HealthCor Notes, the Fifth Amendment Notes and the Eighth Amendment Notes and all accrued PIK interest also qualify for BCF treatment as discussed above. Under the accounting standards, we determined that the restructuring of the HealthCor notes, pursuant to the terms of the Ninth Amendment, resulted in a troubled debt restructuring. As the future cash flows were greater than the carrying amount of the debt at the date of the amendment, we accounted for the change prospectively using the new effective interest rate. During the years ended December 31, 2020 and 2019, we recorded a BCF of $0 and $6,390, respectively. The BCF was recorded as a charge to debt discount and a credit to additional paid in capital, with the debt discount, using the effective interest method, amortized to interest expense over the term of the notes. As Warrants were issued with the Fifth Amendment Notes, the proceeds were allocated to the instruments based on relative fair value as the warrants did not contain any features requiring liability treatment and therefore were classified as equity. The value allocated to the Fifth Amendment Warrants was $1,093,105, which was recorded as debt discount with the credit to additional paid in capital. We recorded an aggregate of $157,668 and $34,672 in interest for the years ended December 31, 2020 and 2019, respectively, related to the Fifth Amendment Notes and Fifth Amendment Warrants. The Sixth Amendment Warrants also did not contain features requiring liability accounting and were recorded at fair value on the date of issuance with the offsetting credit recorded in equity. The value allocated to the Ninth Amendment Warrants was $378,000, which was recorded as debt costs with the credit to additional paid in capital. We recorded an aggregate of $57,803 and $57,803 in interest expense for the years ended December 31, 2020 and 2019, respectively. The Eighth Amendment Warrants also did not contain features requiring liability accounting and were recorded at fair value on the date of issuance with the offsetting credit recorded in equity. The value allocated to the Eighth Amendment Warrants was $10,707, which was recorded as interest expense at December 31, 2019. |
JOINT VENTURE AGREEMENT
JOINT VENTURE AGREEMENT | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
JOINT VENTURE AGREEMENT | NOTE 15 – JOINT VENTURE AGREEMENT On December 31, 2019, the Company and Rockwell entered into a Second Amendment to the Rockwell Note (the “Second Rockwell Note Amendment”) pursuant to which Rockwell agreed to extend the term of the Rockwell Note by one year, to December 31, 2020, and agreed to extend the time to make the quarterly payment that would otherwise be due on December 31, 2019 to January 31, 2020. We have evaluated the Second Amendment to the Rockwell Note under ASC 470 and determined that the amendment should be treated as a debt modification. On January 31, 2020, the Company and Rockwell entered into a Third Amendment to the Rockwell Note (the “Third Rockwell Note Amendment”), pursuant to which Rockwell agreed to extend the time to make the quarterly payment that would otherwise be due on January 31, 2020 (per the Second Rockwell Note Amendment) to February 10, 2020. We have evaluated the Third Amendment to the Rockwell Note under ASC 470 and determined that the amendment should be treated as a debt modification. Effective as of March 31, 2020, the Company and Rockwell entered into a Fourth Amendment to the Rockwell Note (the “Fourth Rockwell Note Amendment”), pursuant to which Rockwell agreed to extend the time to make the quarterly payment that would otherwise be due on March 31, 2020 to April 16, 2020. We have evaluated the Fourth Amendment to the Rockwell Note under ASC 470 and determined that the amendment should be treated as a debt modification. On December 31, 2020, the Company and Rockwell entered a Fifth Amendment to the Rockwell Note (the “Fifth Rockwell Note Amendment”), pursuant to which Rockwell agreed (i) to extend the term of the Promissory Note by one (1) year and continue the quarterly principal payments through September 30, 2021 with the final balloon payment due on December 31, 2021 and (ii) that the quarterly principal payment that would otherwise be due on December 31, 2020 will not be required to be made until the final balloon payment due date. We have evaluated the Fourth Amendment to the Rockwell Note under ASC 470 and determined that the amendment should be treated as a debt modification. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS On January 31, 2021, the Company, the Borrower, the Subsidiary Guarantor, the Lender and the Tranche Three Lenders entered into a Twenty-Third Amendment to Modification Agreement (the “Twenty- Third Modification Agreement Amendment”), pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and May 31, 2021 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s (i) interest payments that would otherwise be due under the Credit Agreement on December 31, 2018, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020 and September 30, 2020 from January 31, 2021 until May 31, 2021 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 from January 31, 2021 until May 31, 2021, and that such deferrals would be a Covered Event. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. We maintain cash at financial institutions that at times may exceed federally insured limits. |
Trade Accounts Receivable | Trade Accounts Receivable Trade accounts receivable are customer obligations due under normal trade terms. We provide an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Trade accounts receivable past due more than 90 days are considered delinquent. Delinquent receivables are written off based on individual credit evaluations, results of collection efforts, and specific circumstances of the customer. Recoveries of accounts previously written off are recorded as reductions of bad debt expense when received. At December 31, 2020 and 2019, an allowance for doubtful accounts of $0 and $0, respectively, was recorded. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation. Maintenance costs, which do not significantly extend the useful lives of the respective assets, and repair costs are charged to operating expense as incurred. We include Network Equipment in fixed assets upon receipt and begin depreciating the Network Equipment when such equipment passes our incoming inspection and is available for use. We attribute no salvage value to the Network Equipment and depreciation is computed using the straight-line method based on the estimated useful life of seven years. Depreciation of office and test equipment, warehouse equipment and furniture is computed using the straight-line method based on the estimated useful lives of the assets, generally three years for office and test equipment, and five years for warehouse equipment and furniture. |
Inventories | Inventories Inventory is valued at the lower of cost, determined on a first-in, first-out (FIFO), or net realizable value. Inventory items are analyzed to determine cost and net realizable value, and appropriate valuation adjustments are then established. See NOTE 6 for more details. |
Allowance for System Removal | Allowance for System Removal We would remove the CareView Patient Safety System from customer premises due to a number of factors; including, but not limited to, collection/revenue performance issues and contract expiration/non-renewal. We regularly evaluate the installed CareView Patient Safety Systems for such factors and an allowance is set up based on the estimated cost of removal. At December 31, 2020 and 2019, an allowance of $36,500 and $152,800, respectively, was recorded in other assets in the accompanying consolidated financial statements. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Carrying values of property and equipment and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. Such events or circumstances include, but are not limited to: • Significant declines in an asset’s market price; • Significant deterioration in an asset’s physical condition; • Significant changes in the nature or extent of an asset’s use or operation; • Significant adverse changes in the business climate that could impact an asset’s value, including adverse actions or assessments by regulators; • Accumulation of costs significantly in excess of original expectations related to the acquisition or construction of an asset; • Current-period operating or cash flow losses combined with a history of such losses or a forecast that demonstrates continuing losses associated with an asset’s use; and • Expectations that it is more likely than not that an asset will be sold or otherwise disposed of significantly before the end of our previously estimated useful life. If impairment indicators are present, we determine whether an impairment loss should be recognized by testing the applicable asset or asset groups’ carrying value for recoverability. This test requires long-lived assets to be grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, the determination of which requires judgment. We estimate the undiscounted future cash flows expected to be generated from the use and eventual disposal of the assets and compare that estimate to the respective carrying values in order to determine if such carrying values are recoverable. This assessment requires the exercise of judgment in assessing the future use of and projected value to be derived from the eventual disposal of the assets to be held and used. Assessments also consider changes in asset utilization, including the temporary idling of capacity and the expected timing for placing this capacity back into production. If the carrying value of the asset is not recoverable, then a loss is recorded for the difference between the assets’ fair value and respective carrying value. The fair value of the asset is determined using an “income approach” based upon a forecast of all the expected discounted future net cash flows associated with the subject assets. Some of the more significant estimates and assumptions include market size and growth, market share, projected selling prices, manufacturing cost and discount rate. Our estimates are based upon our historical experience, our commercial relationships, market conditions and available external information about future trends. We believe our current assumptions and estimates are reasonable and appropriate; however, unanticipated events and changes in market conditions could affect such estimates resulting in the need for an impairment charge in future periods. During the years ended December 31, 2020 and 2019, no impairment was recognized. |
Research and Development | Research and Development Research and development costs are expensed as incurred. Costs regarding the development of software to be sold, leased or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. We did not capitalize any such costs during the years ended December 31, 2020 and 2019. |
Intellectual Property | Intellectual Property We capitalize certain costs of developing software upon the establishment of technological feasibility and prior to the availability of the product for general release to customers for our CareView Patient Safety System in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Capitalized costs are reported at the lower of unamortized cost or net realizable value and are amortized over the estimated useful life of the CareView Patient Safety System not to exceed five years. Additionally, we test our intangible assets for impairment whenever circumstances indicate that their carrying value may not be recoverable. No impairment was recorded during the years ended December 31, 2020 and 2019. During the years ended December 31, 2020 and 2019, we capitalized no additional intellectual property costs. |
Patents and Trademarks | Patents and Trademarks We amortize our intangible assets with a finite life on a straight-line basis, over 10 years for trademarks and 20 years for patents. We begin amortization of these costs on the date patents or trademarks are awarded. |
Derivative Financial Instruments | Derivative Financial Instruments Derivatives are recorded on the balance sheet at fair value and changes in fair value are recorded in earnings at each reporting date in accordance with GAAP. See Fair Value of Financial Instruments, below, and NOTES 13 and 14 for further details regarding derivative activity during the years ended December 31, 2020 and 2019. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Our financial instruments consist primarily of receivables, accounts payable, accrued expenses and short and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximate our fair value because of the short-term maturity of such instruments, and they are considered Level 1 assets under the fair value hierarchy. We have elected not to carry our debt instruments at fair value. The carrying amount of our debt approximates fair value. Interest rates that are currently available to us for issuance of short and long-term debt with similar terms and remaining maturities are used to estimate the fair value of our short and long-term debt and would be considered Level 3 inputs under the fair value hierarchy. We have categorized our assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy in accordance with GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). Assets and liabilities recorded in the consolidated balance sheets at fair value are categorized based on a hierarchy of inputs, as follows: Level 1 Level 2 Level 3 At December 31, 2020 and 2019, we had no financial assets and liabilities reported at fair value. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized when the rate change is enacted. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. In accordance with GAAP, we recognize the effect of uncertain income tax positions only if the positions are more likely than not of being sustained in an audit, based on the technical merits of the position. Recognized uncertain income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which those changes in judgement occur. We recognize both interest and penalties related to uncertain tax positions as part of the income tax provision. |
Revenue Recognition | Revenue Recognition We adopted Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”) on January 1, 2018 using the full retrospective transition method for recognizing revenue. The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of our services to our customers and will provide financial statement readers with enhanced disclosures. We have employed the practical expedient discussed in ASC 606-10-55-18 related to invoicing as we have the right to consideration from our customers in the amount that corresponds directly with the value to the customer of our performance completed to date and therefore, we recognize revenue upon invoicing as further discussed below. Further, for those customers for which we are required to collect sales taxes, we record such sales taxes on a net basis which has no effect on the amount of revenue or expenses recognized as the sales taxes are a flow through to the taxing authority. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation. We offer CareView’s services through a subscription-based with each healthcare facility for a standard term of three to five years and have determined we have one performance obligation for our services and hardware. Under the subscription-based contract, we begin to bill monthly subscription fees to the healthcare facility upon official acceptance of the CareView System by the healthcare facility which is when the service is initiated. When services begin, the customer simultaneously receives the use and benefit of that service and we recognize the revenue over time based on the service completed to date as the amount invoiced each month. The contract requires the healthcare facility to pay us the subscription fee monthly. During the term of the contract, we provide continuous monitoring of the CareView Patient Safety System and are required to maintain and service all CareView Patient Safety System equipment. If the healthcare facility requires additional services, the contract is amended accordingly. We defer and capitalize all costs associated with the installation of the CareView System into a healthcare facility until the CareView System is fully operational and accepted by the healthcare facility. Installation costs are specifically identifiable based on the amounts we incur or directly identifiable labor hours incurred for each installation. Upon acceptance, the associated costs are expensed on a straight-line basis over the life of the contract with the healthcare facility. These costs are included in network operations on the accompanying consolidated statements of operations. Under our sales-based contract model, the hardware, installation costs, and software license are billed to the facility upon receipt of hardware and at "Go Live" for installation costs and software licensing. Upon Go-Live and when services begin, the customer simultaneously receives the use and benefit of those services and recognize the revenue from the sale of hardware, installation, and software licensing over time. If the healthcare facility requires additional services or hardware, the contract is amended accordingly. The revenues related to the sales-based contract model were not material during fiscal 2020, and therefore, the Company determined that based on the nature, amount, timing, and uncertainty of our service revenues there were no material differences that merited further disaggregation as compared to the total revenue as reported in the accompanying consolidated statements of operation. The table below details the activity in these deferred installation costs during the years ended December 31, 2020 and 2019, including in other assets in the accompanying consolidated balance sheet. For the Years Ended 2020 2019 Balance, beginning of period $ 81,188 $ 134,686 Additions 26,459 47,472 Transfer to expense (53,645 ) (100,970 ) Balance, end of period $ 54,002 $ 81,188 From time to time, we enter into contracts with healthcare facilities wherein full payment of the contractual obligation is paid in advance (“PIA Contracts”). The transaction is recorded as a contract liability in our consolidated financial statements, with revenue recorded and the contract liability reduced as services are provided under the contract. During the years ended December 31, 2020 and 2019, a total of $137,866 and $58,559, respectively, of the beginning balance of the contract liability was recognized as revenue. The table below details the activity during the years ended December 31, 2020 and 2019. For the Years Ended 2020 2019 Balance, beginning of period $ 255,398 $ 58,559 Additions 493,767 647,473 Transfer to revenue (284,041 ) (450,634 ) Balance, end of period $ 465,124 $ 255,398 As of December 31, 2020, future transfers to revenue are as follows: Years Ending December 31, Amount 2021 $ 331,717 2022 66,207 Thereafter 67,200 $ 465,124 Based on our contracts, we invoice customers once our performance obligations have been satisfied, at which point payment is unconditional. Accordingly, except in the case of PIA Contracts as detailed above, our contracts do not give rise to contract assets or liabilities under ASC 606. Accounts receivable is recorded when the right to consideration becomes unconditional and are reported accordingly our consolidated financial statements. |
Leases | Leases Under ASC Topic 842, operating lease expense is generally recognized evenly over the term of the lease. The Company has an operating lease primarily consisting of office space with a remaining lease term of 55 months. We adopted ASC Topic 824, Leases, using the cumulative effect transition method for all operating leases with an original term of 12 months or more as of January 1, 2019. The cumulative impact of the adoption of ASC Topic 842 to the consolidated balance sheet as of January 1, 2019 was as follows: Operating Lease Asset $ 236,959 Operating Lease Liability-ST $ 166,955 Operating Lease Liability-LT $ 83,477 The adoption of ASC Topic 842 did not result in an adjustment to retained earnings. |
Earnings Per Share | Earnings Per Share We calculate earnings per share (“EPS”) in accordance with GAAP, which requires the computation and disclosure of two EPS amounts, basic and diluted. Basic EPS is computed based on the weighted average number of common shares outstanding during the period. Diluted EPS is computed based on the weighted average number of common shares outstanding plus all potentially dilutive common shares outstanding during the period under the treasury stock method. Such potential dilutive common shares consist of stock options, warrants to purchase our Common Stock (the “Warrants”) and convertible debt. Potential common shares totaling approximately 207,000,000 and 161,000,000 at December 31, 2020 and 2019, respectively, have been excluded from the diluted earnings per share calculation as they are anti-dilutive due to our reported net loss. |
Stock Based Compensation | Stock Based Compensation We recognize compensation expense for all share-based payments granted and amended based on the grant date fair value estimated in accordance with GAAP. Compensation expense is generally recognized on a straight-line basis over the employee’s requisite service period based on the award’s estimated lives for fixed awards with ratable vesting provisions. |
Debt Discount Costs | Debt Discount Costs Costs incurred with parties who are providing long-term financing, with Warrants issued with the underlying debt, are reflected as a debt discount based on the relative fair value of the debt and Warrants. These discounts are generally amortized over the life of the related debt, using the effective interest rate method or other methods approximating the effective interest method. Additionally, convertible debt issued with a beneficial conversion feature is recorded at a discount based on the difference in the effective conversion price and the fair value of the Company’s stock on the date of issuance, if any. Outstanding debt is presented net of any such discounts on the accompanying consolidated financial statements. |
Deferred Debt Issuance and Debt Financing Costs | Deferred Debt Issuance and Debt Financing Costs Costs incurred through the issuance of Warrants to parties who are providing long-term financing availability, which includes revolving credit lines, are reflected as deferred debt issuance based on the fair value of the Warrants issued. Costs incurred with third parties related to issuance of debt are recorded as deferred financing costs. These costs are generally amortized over the life of the financing instrument using the effective interest rate method or other methods approximating the effective interest method. Amounts associated with our senior secured convertible notes are netted with the outstanding debt on the accompanying consolidated financial statements while amount associated with credit facilities are presented in other assets on the accompanying consolidated statements of operations. |
Shipping and Handling Costs | Shipping and Handling Costs We expense all shipping and handling costs as incurred. These costs are included in network operations on the accompanying consolidated statements of operations. |
Advertising Costs | Advertising Costs We consider advertising costs as costs associated with the promotion of our products through the various media outlets and trade shows. We expense all advertising costs as incurred. Our advertising expense for the years ended December 31, 2020 and 2019 totaled approximately $28,000 and $30,000, respectively. |
Concentration of Credit Risks and Customer Data | Concentration of Credit Risks and Customer Data During 2020 one customer comprised $1,179,000 or 18% of our revenue, while no other customer comprised more than 10%. During 2019 one customer comprised $1,538,000 or 25% of our revenue, while no other customer comprised more than 10%. |
Use of Estimates | Use of Estimates Our financial statements have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates, including those related to contingencies, on an ongoing basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
Recently Issued and Newly Adopted Accounting Pronouncements | Recently Issued and Newly Adopted Accounting Pronouncements There have been no material changes to our significant accounting policies as summarized in NOTE 2 of our Annual Report on Form 10-K for the year ended December 31, 2019. We do not expect that the adoption of any recent accounting pronouncements will have a material impact on our accompanying consolidated financial statements. |
Reclassification | Reclassification Certain amounts reported in the prior year financial statements may have been reclassified to conform to the current year presentation. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of deferred installation costs | The table below details the activity in these deferred installation costs during the years ended December 31, 2020 and 2019, including in other assets in the accompanying consolidated balance sheet. For the Years Ended 2020 2019 Balance, beginning of period $ 81,188 $ 134,686 Additions 26,459 47,472 Transfer to expense (53,645 ) (100,970 ) Balance, end of period $ 54,002 $ 81,188 |
Schedule of contract liability activity | The table below details the activity during the years ended December 31, 2020 and 2019. For the Years Ended 2020 2019 Balance, beginning of period $ 255,398 $ 58,559 Additions 493,767 647,473 Transfer to revenue (284,041 ) (450,634 ) Balance, end of period $ 465,124 $ 255,398 |
Schedule of future transfers to revenue | As of December 31, 2020, future transfers to revenue are as follows: Years Ending December 31, Amount 2021 $ 331,717 2022 66,207 Thereafter 67,200 $ 465,124 |
Schedule of the impact of ASU 2016-02 | The cumulative impact of the adoption of ASU 2016-02 to the consolidated balance sheet as of January 1, 2019 was as follows: Operating Lease Asset $ 236,959 Operating Lease Liability-ST $ 166,955 Operating Lease Liability-LT $ 83,477 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrant activity | A summary of our Warrants activity and related information follows: Number of Shares Under Warrant Range of Warrant Price Per Share Weighted Average Exercise Price Weighted Average Remaining Contractual Life Beginning Balance 16,284,000 $ 0.05-$1.10 $ 0.49 4.9 Granted 250,000 $ 0.03 $ 0.03 9.4 Canceled — Balance at December 31, 2019 16,534,030 $ 0.03-$1.10 $ 0.49 4.4 Granted 1,000,000 $ 0.01 $ 0.01 9.10 Expired — Canceled — Balance at December 31, 2020 16,050,458 $ 0.01-$0.53 $ 0.76 4.3 |
Schedule of stock option activity | A summary of our stock option activity and related information follows: Number of Shares Under Option Weighted Average Exercise Price Weighted Aggregate Intrinsic Value Balance at December 31, 2019 20,524,792 $ 0.25 6.3 $ — Granted 21,374,991 Expired (703,982 ) Canceled (506,833 ) Balance at December 31, 2020 40,688,968 $ 0.13 7.6 $ 526,724 Vested and Exercisable at December 31, 2020 19,478,977 $ 0.23 5.5 $ — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | The provision for income taxes consists of the following: 2020 2019 Current: Federal $ — $ — State income tax, net of federal benefit 9,635 7,268 Sub-total: 9,635 7,268 Deferred: Federal — — State income tax, net of federal benefit — — Sub-total: — — Total $ 9,635 $ 7,268 |
Schedule of income tax reconciliation | Years Ended December 31, 2020 2019 Expected income tax benefit at statutory rate $ (2,453,962 ) $ (2,969,493 ) Debt discount amortization 688,950 683,911 Permanently disallowed interest 238,673 223,586 PPP loan (164,178 ) Other permanent differences 4,390 10,263 State income tax, net of federal benefit 9,635 7,268 Other reconciling items 36,738 65,227 Change in valuation account 1,649,389 1,986,506 Income tax expense (benefit) $ 9,635 $ 7,268 |
Schedule of components of deferred tax assets | The components of the deferred tax assets and liabilities are as follows: December 31, 2020 2019 Deferred Tax Assets: Tax benefit of net operating loss carry-forward $ 18,588,968 $ 18,162,329 Accrued interest 7,450,680 6,378,719 Stock based compensation 1,298,120 1,265,290 Amortization 314,022 100,550 Depreciation 52,965 393,935 Accrued expenses 71,402 60,193 Donations 5,947 5,947 Inventory reserve 237,527 237,527 Bad debt allowance (2 ) 1,591 Research and development credit carry-forward 29,084 29,084 BCF debt discount (444,009 ) (679,850 ) Total deferred tax assets 27,604,704 25,955,315 Valuation allowance for deferred tax assets (27,604,704 ) (25,955,315 ) Deferred tax assets, net of valuation allowance $ — $ — |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventory consists of the following: December 31, 2020 2019 Inventory $ 408,450 $ — TOTAL INVENTORY $ 408,450 $ — |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other current assets | Other current assets consist of the following: December 31, 2020 2019 Prepaid equipment $ — $ 102,215 Other prepaid expenses 211,751 109,185 Other current assets 32,556 9,064 TOTAL OTHER CURRENT ASSETS $ 244,307 $ 220,464 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consist of the following: December 31, 2020 2019 Network equipment $ 12,536,423 $ 12,424,248 Office equipment 229,240 207.608 Vehicles 217,004 217,004 Test equipment 204,455 197,090 Furniture 92,846 91,341 Warehouse equipment 9,524 9,524 Leasehold improvements 5,121 5,121 13,294,613 13,151,936 Less: accumulated depreciation (11,702,129 ) (11,173,916 ) TOTAL PROPERTY AND EQUIPMENT $ 1,592,484 $ 1,978,020 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of intangible assets | Intangible assets consist of the following: December 31, 2020 Cost Accumulated Amortization Net Patents and trademarks $ 1,131,581 $ 238,625 $ 892,956 Other intangible assets 83,745 78,989 4,756 TOTAL INTANGIBLE ASSETS $ 1,215,326 $ 317,614 $ 897,712 December 31, 2019 Cost Accumulated Amortization Net Patents and trademarks $ 1,070,871 $ 243,702 $ 827,169 Other intangible assets 63,509 59,996 3,513 TOTAL INTANGIBLE ASSETS $ 1,134,380 $ 303,698 $ 830,682 |
Schedule of other assets | Other assets consist of the following: December 31, 2020 Cost Accumulated Amortization Net Deferred installation costs $ 1,292,729 $ 1,238,727 $ 54,002 Prepaid license fee 249,999 153,004 96,995 Security deposit 46,124 — 46,124 TOTAL OTHER ASSETS $ 1,588,852 $ 1,391,731 $ 197,121 December 31, 2019 Cost Accumulated Amortization Net Deferred installation costs $ 1,288,156 $ 1,206,968 $ 81,188 Prepaid license fee 249,999 136,611 113,388 Security deposit 46,124 — 46,124 TOTAL OTHER ASSETS $ 1,584,279 $ 1,343,579 $ 240,700 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of other current liabilities | Other current liabilities consist of the following: December 31, 2020 2019 Accrued interest $ 6,973,032 $ 3,751,061 Allowance for system removal 36,500 152,800 Accrued paid time off 146,342 112,176 Deferred commission 139,041 139,041 Accrued rent expense — 18,276 Deferred revenue 465,124 255,398 Accrued taxes 10,424 29,309 Insurance Premium Financing 67,927 19,360 Other accrued liabilities 20,090 24,199 TOTAL OTHER CURRENT LIABILITIES $ 7,858,480 $ 4,505,505 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future debt payments | As of December 31, 2020, future debt payments due are as follows: Years Total Loan Payable Senior Secured Convertible Notes (1) Senior Secured Notes (2) 2021 Related Party $ 46,666,949 $ 700,000 $ — 45,966,949 Other 20,163,786 20,163,786 — — 2022 Related Party 10,643,186 — — 10,643,186 Other — — — — 2023 Related Party — — — — Other — — — — 2024 Related Party 11,225,690 — 11,225,690 — Other — — — — Thereafter Related Party 13,006,268 — 13,006,268 — Other 3,531,289 — 3,531,289 — Total $ 105,237,168 $ 20,863,786 $ 27,763,247 $ 56,610,135 (1) Senior Secured Convertible Notes are included on the accompanying consolidated financial statements as $24,111,516, which represents this amount less debt discount of $3,651,731. (2) Senior Secured Notes are included on the accompanying consolidated financial statements as $54,777,467, which represents this amount less debt discount of $1,832,668. |
LEASE (Tables)
LEASE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of operating lease asset and liability | Operating lease asset and liability for our operating lease were recorded in the consolidated balance sheet as follows: December 31, 2020 Assets Operating lease asset $ 659,099 Total lease asset $ 659,099 Liabilities Current liabilities: Operating lease liability $ 150,087 Long-term liabilities: Operating lease liability, net of current portion $ 561,202 Total lease liability $ 711,289 |
Schedule of future minimum lease payments | Future lease payments included in the measurement of operating lease liability on the consolidated balance sheet as of December 31, 2020, for the following five fiscal years and thereafter as follows: Year ending December 31, Operating Leases 2021 $ 202,310 2022 208,379 2023 214,631 2024 221,069 2025 and thereafter 150,679 Total minimum lease payments 997,068 Less effects of discounting (285,779 ) Present value of future minimum lease payments $ 711,289 |
Schedule of cash flow information related to operating lease | The table below presents certain information related to the cash flows for the Company’s operating lease for twelve months ending December 31, 2020: Twelve Months Ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 46,769 |
AGREEMENT WITH HEALTHCOR (Table
AGREEMENT WITH HEALTHCOR (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Agreement With Healthcor | |
Schedule of holders of at least a majority of the Common Stock underlying the outstanding notes and warrants to purchase shares of common stock | Underlying Shares Investor Group of Common Stock 2014 Healthcor Notes 28,064,226 2015 Investors 19,388,598 2015 Healthcor Notes 3,877,721 February 2018 Investors 58,234,786 July 2018 Investors 27,090,063 2019 Investor 2,036,258 February 2020 Investor 11,174,105 Total 149,865,756 |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019Number | Apr. 10, 2020USD ($) | |
Paycheck Protection Program [Member] | PPP Loan [Member] | ||||
Loan amount | $ 781,800 | |||
CareView Connect [Member] | ||||
Number of pilot contracts | Number | 2 | |||
Fully executed contract, per month | $ 1,464 | |||
Write-off of inventory | $ 1,131,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Balance, beginning of period | $ 81,188 | $ 134,686 |
Additions | 26,459 | 47,472 |
Transfer to expense | (53,645) | (100,970) |
Balance, end of period | $ 54,002 | $ 81,188 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Balance, beginning of period | $ 255,398 | $ 58,559 |
Additions | 493,767 | 647,473 |
Transfer to revenue | (284,041) | (450,634) |
Balance, end of period | $ 465,124 | $ 255,398 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Total | $ 465,124 | $ 255,398 | $ 58,559 |
2021 [Member] | |||
Total | 331,717 | ||
2022 [Member] | |||
Total | 66,207 | ||
Thereafter [Member] | |||
Total | $ 67,200 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2019 |
Right to Use Asset | $ 659,099 | $ 85,942 | |
Right to Use Liability-ST | 150,087 | $ 91,363 | |
Right to Use Liability-LT | $ 561,202 | ||
ASU 2016-02 [Member] | |||
Right to Use Asset | $ 236,959 | ||
Right to Use Liability-ST | 166,955 | ||
Right to Use Liability-LT | $ 83,477 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for system removal | $ 36,500 | $ 152,800 |
Advertising costs | $ 28,000 | $ 30,000 |
Anti-dilutive common share equivalents excluded from EPS calculation | 207,000,000 | 161,000,000 |
Transfer to revenue - additions | $ 137,866 | $ 58,559 |
Allowance for doubtful accounts | 0 | 0 |
Revenues, net | $ 6,461,995 | $ 6,294,122 |
Concentration [Member] | Revenue [Member] | One Customer [Member] | ||
Concentration risk percentage | 18.00% | 25.00% |
Revenues, net | $ 1,179,000 | $ 1,538,193 |
Trademarks [Member] | ||
Amortization period for intangible assets | 10 years | |
Patents [Member] | ||
Amortization period for intangible assets | 20 years | |
Intellectual Property [Member] | Upper Range [Member] | ||
Amortization period for intangible assets | 5 years | |
Network Equipment [Member] | ||
Estimated useful life of property and equipment | 7 years | |
Office and Test Equipment [Member] | ||
Estimated useful life of property and equipment | 3 years | |
Warehouse Equipment and Furniture [Member] | ||
Estimated useful life of property and equipment | 5 years | |
Office Space [Member] | ||
Estimated useful life of property and equipment | 55 months |
GOING CONCERN, LIQUIDITY AND _2
GOING CONCERN, LIQUIDITY AND MANAGMENTS PLAN (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Liquidity and Managments Plan [Abstract] | ||
Cash and cash equivalents | $ 357,950 | $ 269,741 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of shares under warrant | ||
Warrants outstanding, beginning | 16,534,030 | 16,284,000 |
Warrants granted | 1,000,000 | 250,000 |
Warrants outstanding, ending | 16,050,458 | 16,534,030 |
Range of Warrant Price Per Share | ||
Warrant price granted | $ 0.01 | $ 0.03 |
Weighted Average Exercise Price | ||
Warrant exercise price, beginning | 0.49 | 0.49 |
Warrants granted | 0.01 | 0.03 |
Warrant exercise price, ending | $ 0.76 | $ 0.49 |
Weighted Average Remaining Contractual Life | ||
Wararnt term, beginning | 4 years 4 months 24 days | 4 years 10 months 25 days |
Warrant term, granted | 9 years 1 month 6 days | 9 years 4 months 24 days |
Warrant term, ending | 4 years 3 months 18 days | 4 years 4 months 24 days |
Lower Range [Member] | ||
Range of Warrant Price Per Share | ||
Warrant price, beginning | $ 0.03 | $ 0.05 |
Warrant price granted | ||
Warrant price, ending | 0.01 | 0.03 |
Upper Range [Member] | ||
Range of Warrant Price Per Share | ||
Warrant price, beginning | 1.10 | 1.10 |
Warrant price granted | ||
Warrant price, ending | $ 0.53 | $ 1.10 |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Number Options | |
Stock Options Outstanding, Beginning | 20,524,792 |
Granted | 21,374,991 |
Expired | (703,982) |
Canceled | (506,833) |
Stock Options Outstanding, Ending | 40,688,968 |
Stock Options, vested and exercisable | 19,478,977 |
Weighted Average Exercise Price | |
Stock Options Outstanding, Beginning | $ / shares | $ 0.25 |
Stock Options Outstanding, Ending | $ / shares | 0.13 |
Stock Options, vested and exercisable | $ / shares | $ 0.23 |
Weighted Average Remaining Contractual Life | |
Stock Options Outstanding, Beginning | 6 years 3 months 18 days |
Stock Options Outstanding, Ending | 7 years 7 months 6 days |
Stock Options, vested and exercisable | 5 years 6 months |
Aggregate Intrinsic Value | |
Stock Options Outstanding, Ending | $ | $ 526,724 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Dec. 31, 2020 | Feb. 28, 2020 | Dec. 31, 2019 | May 31, 2019 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, shares issued | 139,380,748 | 139,380,748 | ||
Common stock, shares outstanding | 139,380,748 | 139,380,748 | ||
Director [Member] | Warrants [Member] | ||||
Number of warrants issued | 1,000,000 | 250,000 | ||
Warrant exercise price (in dollars per share) | $ 0.01 | $ 0.03 | ||
Fair value of the warrants | $ 10,000 | $ 4,000 | ||
Warrant term | 10 years | 10 years |
STOCKHOLDERS' EQUITY (Details_2
STOCKHOLDERS' EQUITY (Details Narrative 1) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2020 | Dec. 31, 2019 | Aug. 06, 2020 | Dec. 07, 2016 | Feb. 25, 2015 | Sep. 30, 2009 | Dec. 03, 2007 | |
Options granted | 21,374,991 | ||||||
Options outstanding | 40,688,968 | 20,524,792 | |||||
Share-based compensation expense | $ 156,342 | $ 158,866 | |||||
Unrecognized estimated compensation expense | $ 552,501 | ||||||
Period for recognization of unrecognized compensation expense | 2 years 7 months 6 days | ||||||
2007 Stock Incentive Plan [Member] | |||||||
Shares reserved for option under the plan | 8,000,000 | ||||||
Vesting period | 3 years | ||||||
Expiration period | 10 years | ||||||
Options granted | 8,000,000 | ||||||
Options outstanding | 0 | ||||||
2009 Stock Incentive Plan [Member] | |||||||
Shares reserved for option under the plan | 10,000,000 | ||||||
Vesting period | 3 years | ||||||
Expiration period | 10 years | ||||||
Options granted | 10,000,000 | ||||||
Options outstanding | 0 | ||||||
2015 Option Plan [Member] | |||||||
Shares reserved for option under the plan | 5,000,000 | ||||||
Vesting period | 3 years | ||||||
Expiration period | 10 years | ||||||
Options granted | 5,000,000 | ||||||
Options outstanding | 0 | ||||||
2016 Option Plan [Member] | |||||||
Shares reserved for option under the plan | 20,000,000 | ||||||
Vesting period | 3 years | ||||||
Expiration period | 10 years | ||||||
Options granted | 20,000,000 | ||||||
Options outstanding | 0 | ||||||
Options issued | 20,000,000 | ||||||
2020 Option Plan [Member] | |||||||
Shares reserved for option under the plan | 20,000,000 | ||||||
Vesting period | 3 years | ||||||
Expiration period | 10 years | ||||||
Options granted | 13,637,024 | ||||||
Options outstanding | 6,362,976 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Tax Year 2020 [Member] | ||
Current: | ||
Federal | ||
State income tax, net of federal benefit | 9,635 | |
Sub-total: | 9,635 | |
Deferred: | ||
Federal | ||
State income tax, net of federal benefit | ||
Sub-total: | ||
Total: | ||
Income tax expense (benefit) | $ 9,635 | |
Tax Year 2019 [Member] | ||
Current: | ||
State income tax, net of federal benefit | $ 7,268 | |
Sub-total: | 7,268 | |
Total: | ||
Income tax expense (benefit) | $ 7,268 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Tax Year 2020 [Member] | ||
Income tax reconciliation | ||
Expected income tax benefit at statutory rate | $ (2,453,962) | |
Debt discount amortization | 688,950 | |
Permanently disallowed interest | 238,673 | |
PPP loan | (164,178) | |
Other permanent differences | 4,390 | |
State income tax, net of federal benefit | 9,635 | |
Other reconciling items | 36,738 | |
Change in valuation account | 1,649,389 | |
Income tax expense (benefit) | $ 9,635 | |
Tax Year 2019 [Member] | ||
Income tax reconciliation | ||
Expected income tax benefit at statutory rate | $ (2,969,493) | |
Debt discount amortization | 683,911 | |
Permanently disallowed interest | 223,586 | |
Other permanent differences | 10,263 | |
State income tax, net of federal benefit | 7,268 | |
Other reconciling items | 65,227 | |
Change in valuation account | 1,986,506 | |
Income tax expense (benefit) | $ 7,268 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Tax Assets: | ||
Tax benefit of net operating loss carry-forward | $ 18,588,968 | $ 18,162,329 |
Accrued interest | 7,450,680 | 6,378,719 |
Stock based compensation | 1,298,120 | 1,265,290 |
Amortization | 314,022 | 100,550 |
Depreciation | 52,965 | 393,935 |
Accrued expenses | 71,402 | 60,193 |
Donations | 5,947 | 5,947 |
Inventory reserve | 237,527 | 237,527 |
Bad debt allowance | (2) | 1,591 |
Research and development credit carry-forward | 29,084 | 29,084 |
BCF debt discount | (444,009) | (679,850) |
Total deferred tax assets | 27,604,704 | 25,955,315 |
Valuation allowance for deferred tax assets | (27,604,704) | (25,955,315) |
Deferred tax assets, net of valuation allowance | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax valuation allowance increase | $ 1,649,389 | $ 1,986,506 |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 89,000,000 | |
Expiration of net operating tax loss carry-forward | Dec. 31, 2028 | |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 20,000,000 |
INVENTORY (Details)
INVENTORY (Details) | Dec. 31, 2020USD ($) |
Inventory Disclosure [Abstract] | |
Inventory | $ 408,450 |
TOTAL INVENTORY | $ 408,450 |
OTHER CURRENT ASSETS (Details)
OTHER CURRENT ASSETS (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid equipment | $ 102,215 | |
Other prepaid expenses | $ 211,751 | 109,185 |
Other current assets | 32,556 | 9,064 |
TOTAL OTHER CURRENT ASSETS | $ 244,307 | $ 220,464 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 13,294,613 | $ 13,151,936 |
Less: accumulated depreciation | (11,702,129) | (11,173,916) |
TOTAL PROPERTY AND EQUIPMENT | 1,592,484 | 1,978,020 |
Network Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 12,536,423 | 12,424,248 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 229,240 | 207,608 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 217,004 | 217,004 |
Test Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 204,455 | 197,090 |
Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 92,846 | 91,341 |
Warehouse Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,524 | 9,524 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 5,121 | $ 5,121 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 531,098 | $ 666,387 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 1,215,326 | $ 1,134,380 |
Accumulated Amortization | 317,614 | 303,698 |
Net | 897,712 | 830,682 |
Patents and Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,131,581 | 1,070,871 |
Accumulated Amortization | 238,625 | 243,702 |
Net | 892,956 | 827,169 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 83,745 | 63,509 |
Accumulated Amortization | 78,989 | 59,996 |
Net | $ 4,756 | $ 3,513 |
OTHER ASSETS (Details 1)
OTHER ASSETS (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Cost | $ 1,588,852 | $ 1,584,279 |
Accumulated Amortization | 1,391,731 | 1,343,579 |
Net | 197,121 | 240,700 |
Deferred Installation Costs [Member] | ||
Cost | 1,292,729 | 1,288,156 |
Accumulated Amortization | 1,238,727 | 1,206,968 |
Net | 54,002 | 81,188 |
Prepaid License Fee [Member] | ||
Cost | 249,999 | 249,999 |
Accumulated Amortization | 153,004 | 136,611 |
Net | 96,995 | 113,388 |
Security Deposit [Member] | ||
Cost | 46,124 | 46,124 |
Net | $ 46,124 | $ 46,124 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
OTHER CURRENT LIABILITIES: | ||
Accrued interest | $ 6,973,032 | $ 3,751,061 |
Allowance for system removal | 36,500 | 152,800 |
Accrued paid time off | 146,342 | 112,176 |
Deferred commission | 139,041 | 139,041 |
Accrued rent expense | 18,276 | |
Deferred revenue | 465,124 | 255,398 |
Accrued taxes | 10,424 | 29,309 |
Insurance Premium Financing | 67,927 | 19,360 |
Other accrued liabilities | 20,090 | 24,199 |
TOTAL OTHER CURRENT LIABILITIES | $ 7,858,480 | $ 4,505,505 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2020USD ($) | |
Future debt payments for the year ending December 31, | ||
Total | $ 105,237,168 | |
Loans Payable [Member] | ||
Future debt payments for the year ending December 31, | ||
Total | 20,863,786 | |
Senior Secured Convertible Notes [Member] | ||
Future debt payments for the year ending December 31, | ||
Total | 27,763,247 | [1] |
Senior Secured Notes [Member] | ||
Future debt payments for the year ending December 31, | ||
Total | 56,610,135 | [2] |
Related Party [Member] | ||
Future debt payments for the year ending December 31, | ||
2021 | 46,666,949 | |
2022 | 10,643,186 | |
2024 | 11,225,690 | |
Thereafter | 13,006,268 | |
Related Party [Member] | Loans Payable [Member] | ||
Future debt payments for the year ending December 31, | ||
2021 | 700,000 | |
Related Party [Member] | Senior Secured Convertible Notes [Member] | ||
Future debt payments for the year ending December 31, | ||
2024 | 11,225,690 | [1] |
Thereafter | 13,006,268 | [1] |
Related Party [Member] | Senior Secured Notes [Member] | ||
Future debt payments for the year ending December 31, | ||
2021 | 45,966,949 | [2] |
2022 | 10,643,186 | [2] |
Other [Member] | ||
Future debt payments for the year ending December 31, | ||
2021 | 20,163,786 | |
Thereafter | 3,531,289 | |
Other [Member] | Loans Payable [Member] | ||
Future debt payments for the year ending December 31, | ||
2021 | 20,163,786 | |
Other [Member] | Senior Secured Convertible Notes [Member] | ||
Future debt payments for the year ending December 31, | ||
Thereafter | $ 3,531,289 | [1] |
[1] | Senior Secured Convertible Notes are included on the accompanying consolidated financial statements as $24,111,516, which represents this amount less debt discount of $3,651,731. | |
[2] | Senior Secured Notes are included on the accompanying consolidated financial statements as $54,777,467, which represents this amount less debt discount of $1,832,668. |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Nov. 20, 2020 | Apr. 10, 2020 | Jun. 30, 2020 | Dec. 31, 2020 |
Interest and other income | $ 786,889 | |||
Gain on extinguishment of debt | $ 786,889 | |||
Senior Secured Convertible Notes [Member] | ||||
Total debt amount, net | 24,111,516 | |||
Debt discount | 3,651,731 | |||
Senior Secured Notes Related Party [Member] | ||||
Total debt amount, net | 54,777,467 | |||
Debt discount | $ 1,832,668 | |||
Paycheck Protection Program [Member] | PPP Loan [Member] | ||||
Loan amount | $ 781,800 | |||
Maturity date | Apr. 10, 2022 | |||
Interest rate | 1.00% | |||
Liability | $ 781,800 | |||
Payroll Protection Program Flexibility Act [Member] | Lower Range [Member] | ||||
Initial deferral period | 6 months | |||
Loan maturity period | 2 years | |||
Payroll Protection Program Flexibility Act [Member] | Upper Range [Member] | ||||
Initial deferral period | 10 months | |||
Loan maturity period | 5 years |
LEASE (Details)
LEASE (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Operating lease asset | $ 659,099 | $ 85,942 |
Total lease asset | 659,099 | |
Current liabilities: | ||
Operating lease liability | 150,087 | $ 91,363 |
Long-term liabilities: | ||
Operating lease liability, net of current portion | 561,202 | |
Total lease liability | $ 711,289 |
LEASE (Details 1)
LEASE (Details 1) | Dec. 31, 2020USD ($) |
Operating Leases | |
2021 | $ 202,310 |
2022 | 208,379 |
2023 | 214,631 |
2024 | 221,069 |
2025 and thereafter | 150,679 |
Total minimum lease payments | 997,068 |
Less effects of discounting | (285,779) |
Present value of future minimum lease payments | $ 711,289 |
LEASE (Details 2)
LEASE (Details 2) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows for operating leases | $ 46,769 |
LEASE (Details Narrative)
LEASE (Details Narrative) - USD ($) | Jan. 02, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 04, 2020 |
Leases [Abstract] | ||||
Remaining lease term | 18 months | |||
Lease renewal term | 5 years | |||
Rent expense | $ 295,692 | $ 263,664 | ||
Discount rate | 14.80% |
AGREEMENT WITH PDL BIOPHARMA,_2
AGREEMENT WITH PDL BIOPHARMA, INC. (Details Narrative) - USD ($) | Apr. 30, 2020 | Feb. 06, 2020 | May 15, 2019 | Apr. 29, 2019 | Mar. 29, 2019 | Feb. 28, 2019 | Jan. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | May 13, 2019 | Apr. 09, 2019 | Jun. 26, 2015 |
Interest Expense | $ 10,595,598 | $ 10,851,162 | ||||||||||
PDL Modification Agreement [Member] | ||||||||||||
Interest Expense | 3,100,000 | $ 3,773,673 | ||||||||||
PDL Credit Agreement [Member] | ||||||||||||
Amount available under credit agreement | $ 40,000,000 | |||||||||||
PDL Credit Agreement [Member] | Purchase Agreement Warrants [Member] | ||||||||||||
Deferred issuance costs | 1,600,000 | |||||||||||
PDL Credit Agreement [Member] | Tranche One [Member] | ||||||||||||
Amount available under credit agreement | $ 20,000,000 | |||||||||||
Interest rate during period | 13.50% | |||||||||||
Interest rate | 15.50% | |||||||||||
Minimum cash balance required before modification | $ 750,000 | |||||||||||
Minimum cash balance required | $ 0 | |||||||||||
Tenth Amendment PDL Modification Agreement [Member] | February 23, 2018 [Member] | ||||||||||||
Net cash proceeds for issuance capital stock or debt | $ 2,050,000 | |||||||||||
Eleventh Amendment PDL Modification Agreement [Member] | July 13, 2018 [Member] | ||||||||||||
Net cash proceeds for issuance capital stock or debt | $ 750,000 | |||||||||||
Twelfth Amendment PDL Modification Agreement [Member] | May 15, 2019 [Member] | ||||||||||||
Net cash proceeds for issuance capital stock or debt | $ 750,000 | |||||||||||
Thirteen Amendment PDL Modification Agreement [Member] | May 15, 2019 [Member] | ||||||||||||
Net cash proceeds for issuance capital stock or debt | $ 3,550,000 | |||||||||||
Fifth PDL Credit Agreement Amendment [Member] | ||||||||||||
Interest rate | 15.50% | |||||||||||
Fifth PDL Credit Agreement Amendment [Member] | Tranche Three Loans Term Note [Member] | Mr. Johnson [Member] | ||||||||||||
Note amount | $ 150,000 | |||||||||||
Fifth PDL Credit Agreement Amendment [Member] | Tranche Three Loans Term Note [Member] | Dr. Higgins [Member] | ||||||||||||
Note amount | $ 50,000 | |||||||||||
Fifth PDL Credit Agreement Amendment [Member] | Tranche One Term Note [Member] | ||||||||||||
Maturity date | Oct. 7, 2020 | |||||||||||
Issuance of warrants | 250,000 | |||||||||||
Fifth PDL Credit Agreement Amendment [Member] | Tranche One Loan Term Note [Member] | ||||||||||||
Interest rate | 13.50% | |||||||||||
Fourteenth Amendment To The PDL Modification Agreement [Member] | ||||||||||||
Net cash proceeds for issuance capital stock or debt | $ 750,000 | |||||||||||
Note amount | $ 20,000,000 | |||||||||||
Fourteenth Amendment To The PDL Modification Agreement [Member] | On or prior to February 23, 2018 [Member] | ||||||||||||
Net cash proceeds for issuance capital stock or debt | 2,050,000 | |||||||||||
Fourteenth Amendment To The PDL Modification Agreement [Member] | On or prior to July 13, 2018 [Member] | ||||||||||||
Net cash proceeds for issuance capital stock or debt | 1,000,000 | |||||||||||
Fourteenth Amendment To The PDL Modification Agreement [Member] | On or prior to May 15, 2019 [Member] | ||||||||||||
Net cash proceeds for issuance capital stock or debt | 250,000 | |||||||||||
Fourteenth Amendment To The PDL Modification Agreement [Member] | On or prior to May 15, 2019 [Member] | ||||||||||||
Net cash proceeds for issuance capital stock or debt | 3,300,000 | |||||||||||
Fourteenth Amendment To The PDL Modification Agreement [Member] | On or prior to February 11, 2020 [Member] | ||||||||||||
Net cash proceeds for issuance capital stock or debt | $ 600,000 | |||||||||||
Fourteenth Amendment To The PDL Modification Agreement [Member] | On or prior to Feb. 28, 2019 [Member] | ||||||||||||
Net cash proceeds for issuance capital stock or debt | $ 750,000 | |||||||||||
Sixth PDL Credit Agreement Amendment [Member] | Tranche One Term Note [Member] | ||||||||||||
Interest rate | 15.50% | |||||||||||
Principal payments | $ 500,000 | |||||||||||
Maturity date | Oct. 7, 2020 | |||||||||||
Sixth PDL Credit Agreement Amendment [Member] | Additional Tranche Three Term Notes [Member] | ||||||||||||
Note amount | $ 500,000 | |||||||||||
Sixth PDL Credit Agreement Amendment [Member] | Additional Tranche Three Term Notes [Member] | Mr. Johnson [Member] | ||||||||||||
Note amount | 250,000 | |||||||||||
Sixth PDL Credit Agreement Amendment [Member] | Additional Tranche Three Term Notes [Member] | Dr. Higgins [Member] | ||||||||||||
Note amount | $ 250,000 | |||||||||||
Sixth PDL Credit Agreement Amendment [Member] | Tranche Three Lenders Term Note [Member] | Warrants [Member] | ||||||||||||
Interest Expense | $ 3,704 | |||||||||||
Sixth PDL Credit Agreement Amendment [Member] | Additional Tranche Three Loan Warrant [Member] | Dr. Higgins [Member] | ||||||||||||
Warrant exercise price (in dollars per share) | $ 0.01 | |||||||||||
Maturity date | Feb. 6, 2030 | |||||||||||
Issuance of warrants | 1,000,000 |
AGREEMENT WITH HEALTHCOR (Detai
AGREEMENT WITH HEALTHCOR (Details) | Apr. 17, 2020shares |
Underlying Shares of Common Stock | 149,865,756 |
2014 Healthcor Notes Investors [Member] | |
Underlying Shares of Common Stock | 28,064,226 |
2015 Investors [Member] | |
Underlying Shares of Common Stock | 19,388,598 |
2015 Healthcor Notes Investors [Member] | |
Underlying Shares of Common Stock | 3,877,721 |
February 2018 Investors [Member] | |
Underlying Shares of Common Stock | 58,234,786 |
July 2018 Investors [Member] | |
Underlying Shares of Common Stock | 27,090,063 |
2019 Investor [Member] | |
Underlying Shares of Common Stock | 2,036,258 |
February 2020 Investor [Member] | |
Underlying Shares of Common Stock | 11,174,105 |
AGREEMENT WITH HEALTHCOR (Det_2
AGREEMENT WITH HEALTHCOR (Details Narrative) - USD ($) | Jul. 13, 2018 | Feb. 23, 2018 | Dec. 04, 2014 | Jan. 16, 2014 | Jan. 31, 2012 | Apr. 21, 2011 |
HealthCor Purchase Agreement [Member] | 2011 Senior Secured Convertible Note#1 [Member] | ||||||
Note amount | $ 9,316,000 | |||||
Debt Maturity Date | Apr. 20, 2021 | |||||
Issuance of warrants | 5,488,456 | |||||
Exercise price of warrants | $ 1.40 | |||||
HealthCor Purchase Agreement [Member] | 2011 Senior Secured Convertible Note#2 [Member] | ||||||
Note amount | $ 10,684,000 | |||||
Debt Maturity Date | Apr. 20, 2021 | |||||
Issuance of warrants | 6,294,403 | |||||
Exercise price of warrants | $ 1.40 | |||||
HealthCor Purchase Agreement [Member] | 2011 Senior Secured Convertible Notes [Member] | ||||||
Increase in interest rate (per annum) should default occur | 5.00% | |||||
HealthCor Purchase Agreement [Member] | 2011 Senior Secured Convertible Notes [Member] | First Five Year Note Period [Member] | ||||||
Interest rate, provided no default | 12.50% | |||||
HealthCor Purchase Agreement [Member] | 2011 Senior Secured Convertible Notes [Member] | Second Five Year Note Period [Member] | ||||||
Interest rate, provided no default | 10.00% | |||||
HealthCor Second Amendment Purchase Agreement [Member] | 2012 Senior Secured Convertible Note#1 [Member] | ||||||
Note amount | $ 2,329,000 | |||||
Debt Maturity Date | Jan. 30, 2022 | |||||
HealthCor Second Amendment Purchase Agreement [Member] | 2012 Senior Secured Convertible Note#2 [Member] | ||||||
Note amount | $ 2,671,000 | |||||
Debt Maturity Date | Jan. 30, 2022 | |||||
HealthCor Tenth Amendment to Purchase Agreement [Member] | ||||||
Note amount | $ 1,000,000 | |||||
Debt Maturity Date | Jul. 12, 2028 | |||||
Debt conversion price | $ 0.05 | |||||
HealthCor Eighth Amendment Purchase Agreement [Member] | ||||||
Note amount | $ 2,050,000 | |||||
Debt Maturity Date | Feb. 22, 2028 | |||||
Issuance of warrants | 512,500 | |||||
Exercise price of warrants | $ 0.05 | |||||
Debt conversion price | $ 0.05 | |||||
HealthCor Fifth Amendment Purchase Agreement [Member] | ||||||
Note amount | $ 6,000,000 | |||||
Debt Maturity Date | Feb. 16, 2025 | |||||
Issuance of warrants | 3,692,308 | |||||
Exercise price of warrants | $ 0.52 | |||||
Debt conversion price | $ 0.52 | |||||
HealthCor Fourth Amendment Purchase Agreement [Member] | 2014 Senior Secured Convertible Note#1 [Member] | ||||||
Note amount | $ 2,329,000 | |||||
Debt Maturity Date | Jan. 15, 2024 | |||||
HealthCor Fourth Amendment Purchase Agreement [Member] | 2014 Senior Secured Convertible Note#2 [Member] | ||||||
Note amount | $ 2,671,000 | |||||
Debt Maturity Date | Jan. 15, 2024 | |||||
HealthCor Ninth Amendment to Purchase Agreement [Member] | ||||||
Percentage of shares reserved prior to amendment | 140.00% | |||||
Percentage of shares reserved | 100.00% | |||||
Net proceeds to be retained from sale of hospital assets | $ 5,000,000 |
AGREEMENT WITH HEALTHCOR (Det_3
AGREEMENT WITH HEALTHCOR (Details Narrative 1) | Feb. 06, 2020USD ($)$ / sharesshares | May 15, 2019USD ($)$ / shares | Feb. 23, 2018USD ($)$ / sharesshares | Dec. 04, 2014USD ($)$ / sharesshares | Dec. 31, 2020USD ($)Numbershares | Dec. 31, 2019USD ($)shares |
Beneficial conversion features for senior secured convertible notes | $ 6,392 | |||||
Interest Expense | $ 10,595,598 | 10,851,162 | ||||
Paid in kind interest | 2,743,734 | 2,673,428 | ||||
Senior secured convertible notes, net of debt discount and debt costs | $ 9,894,117 | $ 50,835,220 | ||||
Number of shares outstanding | shares | 139,380,748 | 139,380,748 | ||||
HealthCor Twelfth Amendment Purchase Agreement [Member] | 2019 Investor [Member] | ||||||
Note amount | $ 50,000 | |||||
Debt Maturity Date | May 15, 2029 | |||||
Debt conversion price | $ / shares | $ 0.03 | |||||
HealthCor Twelfth Amendment Purchase Agreement [Member] | 2019 Investor [Member] | Common Stock [Member] | ||||||
Issuance of warrants | shares | 2,000,000 | |||||
HealthCor Fifth Amendment Purchase Agreement [Member] | ||||||
Note amount | $ 6,000,000 | |||||
Debt Maturity Date | Feb. 16, 2025 | |||||
Issuance of warrants | shares | 3,692,308 | |||||
Exercise price of warrants | $ / shares | $ 0.52 | |||||
Debt conversion price | $ / shares | $ 0.52 | |||||
Beneficial conversion features for senior secured convertible notes | $ 0 | |||||
Interest Expense | $ 157,668 | $ 34,672 | ||||
HealthCor Fifth Amendment Purchase Agreement [Member] | HealthCor Partners Fund [Member] | ||||||
Number of shares the note may be converted into | Number | 3,900,000 | |||||
HealthCor Fifth Amendment Purchase Agreement [Member] | New Investors [Member] | ||||||
Number of shares the note may be converted into | Number | 19,400,000 | |||||
HealthCor Fourth Amendment Purchase Agreement [Member] | 2014 Senior Secured Convertible Note#2 [Member] | ||||||
Number of shares the note may be converted into | Number | 27,100,000 | |||||
HealthCor Purchase Agreement [Member] | ||||||
Beneficial conversion features for senior secured convertible notes | 6,390 | |||||
Interest Expense | $ 4,403,770 | 4,413,123 | ||||
Paid in kind interest | 2,743,735 | 1,178,322 | ||||
HealthCor Ninth Amendment Purchase Agreement [Member] | ||||||
Interest Expense | $ 57,803 | $ 57,803 | ||||
HealthCor Eighth Amendment Purchase Agreement [Member] | ||||||
Note amount | $ 2,050,000 | |||||
Debt Maturity Date | Feb. 22, 2028 | |||||
Issuance of warrants | shares | 512,500 | |||||
Exercise price of warrants | $ / shares | $ 0.05 | |||||
Debt conversion price | $ / shares | $ 0.05 | |||||
HealthCor Eighth Amendment Purchase Agreement [Member] | New Investors [Member] | ||||||
Number of shares the note may be converted into | Number | 55,400,000 | |||||
HealthCor Tenth Amedment Purchase Agreement [Member] | 2018 Investor [Member] | Common Stock [Member] | ||||||
Issuance of warrants | shares | 28,100,000 | |||||
HealthCor Thirteenth Amendment Purchase Agreement [Member] | February 2020 Investor [Member] | ||||||
Number of shares outstanding | shares | 11,200,000 | 11,200,000 | ||||
HealthCor Thirteenth Amendment Purchase Agreement [Member] | February 2020 Investor [Member] | Thirteenth Amendment Note [Member] | ||||||
Note amount | $ 100,000 | |||||
Debt Maturity Date | Feb. 5, 2030 | |||||
Debt conversion price | $ / shares | $ 0.01 | |||||
HealthCor Eighth Amendment Purchase Agreement [Member] | ||||||
Interest Expense | $ 10,707 |