Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 31, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-54090 | |
Entity Registrant Name | CAREVIEW COMMUNICATIONS, INC. | |
Entity Central Index Key | 0001377149 | |
Entity Tax Identification Number | 95-4659068 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 405 State Highway 121 | |
Entity Address, Address Line Two | Suite B-240 | |
Entity Address, City or Town | Lewisville | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75067 | |
City Area Code | (972) | |
Local Phone Number | 943-6050 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | CRVW | |
Security Exchange Name | NONE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 583,880,748 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 707,345 | $ 520,166 |
Accounts receivable | 2,009,756 | 948,328 |
Inventory | 147,673 | 301,446 |
Other current assets | 446,621 | 71,020 |
Total current assets | 3,311,395 | 1,840,960 |
Property and equipment, net | 449,883 | 642,559 |
Intangible assets, net | 749,409 | 820,106 |
Operating lease asset | 366,471 | 434,330 |
Other assets, net | 198,690 | 209,649 |
Total assets | 5,075,848 | 3,947,604 |
Current Liabilities: | ||
Accounts payable | 575,509 | 650,796 |
Notes payable | 20,258,333 | 20,000,000 |
Notes payable - related parties | 700,000 | 700,000 |
Convertible notes payable, related parties | 42,394,168 | |
Convertible notes payable, non-related parties | 1,805,832 | |
Operating lease liability | 182,401 | 175,520 |
Other current liabilities (Note 8) | 16,852,552 | 14,553,277 |
Total current liabilities | 38,568,795 | 80,279,593 |
Long-term Liabilities: | ||
Operating lease liability, less current portion | 226,026 | 305,259 |
Other liability | 16,319 | 23,481 |
Total long-term liabilities | 242,345 | 328,740 |
Total liabilities | 38,811,140 | 80,608,333 |
Stockholders' Deficit: | ||
Common stock - par value $0.001; 800,000,000 and 500,000,000 shares authorized, respectively; 583,880,748 and 141,880,748 issued and outstanding, respectively | 583,881 | 141,881 |
Additional paid in capital | 171,005,111 | 127,130,055 |
Accumulated deficit | (205,324,284) | (203,932,665) |
Total stockholders' deficit | (33,735,292) | (76,660,729) |
Total liabilities and stockholders' deficit | $ 5,075,848 | $ 3,947,604 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 800,000,000 | 500,000,000 |
Common stock, issued | 583,880,748 | 141,880,748 |
Common stock, outstanding | 583,880,748 | 141,880,748 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues | ||||
Total revenue | $ 3,710,109 | $ 1,696,736 | $ 5,492,368 | $ 4,015,765 |
Operating expenses: | ||||
Cost of equipment | 224,997 | 256,929 | 117,597 | |
Network operations | 763,487 | 609,507 | 1,468,530 | 1,346,983 |
General and administration | 1,051,953 | 876,991 | 1,749,720 | 1,816,240 |
Sales and marketing | 230,814 | 141,752 | 399,233 | 330,968 |
Research and development | 515,374 | 450,292 | 1,034,006 | 947,544 |
Depreciation and amortization | 103,797 | 151,490 | 280,628 | 312,953 |
Total operating expense | 2,890,422 | 2,230,032 | 5,189,046 | 4,872,285 |
Operating income (loss) | 819,687 | (533,296) | 303,322 | (856,520) |
Other income and (expense) | ||||
Interest expense | (865,627) | (1,968,667) | (1,696,961) | (3,990,451) |
Interest income | 1,133 | 54 | 2,020 | 54 |
Total other expense | (864,494) | (1,968,613) | (1,694,941) | (3,990,397) |
Loss before taxes | (44,807) | (2,501,909) | (1,391,619) | (4,846,917) |
Provision for income taxes | ||||
Net loss | $ (44,807) | $ (2,501,909) | $ (1,391,619) | $ (4,846,917) |
Net loss per share, basic | $ 0 | $ (0.02) | $ 0 | $ (0.03) |
Net loss per share, diluted | $ 0 | $ (0.02) | $ 0 | $ (0.03) |
Weighted average number of common shares outstanding, basic | 463,880,748 | 139,380,748 | 304,336,304 | 139,380,748 |
Weighted average number of common shares outstanding, diuted | 463,880,748 | 139,380,748 | 304,336,304 | 139,380,748 |
Subscription-based lease revenue [Member] | ||||
Revenues | ||||
Total revenue | $ 1,113,887 | $ 1,329,883 | $ 2,320,984 | $ 2,634,866 |
Sales-based equipment package revenue [Member] | ||||
Revenues | ||||
Total revenue | 1,837,088 | 1,996,785 | 807,323 | |
Sales-based software bundle revenue [Member] | ||||
Revenues | ||||
Total revenue | $ 759,134 | $ 366,853 | $ 1,174,599 | $ 573,576 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 139,381 | $ 85,052,367 | $ (197,890,046) | $ (112,698,298) |
Beginning balance (in shares) at Dec. 31, 2021 | 139,380,748 | |||
Issuance of warrants to purchase common stock | 240,000 | 240,000 | ||
Stock based compensation | 55,847 | 55,847 | ||
Net loss | (2,345,008) | (2,345,008) | ||
Ending balance, value at Mar. 31, 2022 | $ 139,381 | 85,348,214 | (200,235,054) | (114,747,459) |
Ending balance (in shares) at Mar. 31, 2022 | 139,380,748 | |||
Beginning balance, value at Dec. 31, 2021 | $ 139,381 | 85,052,367 | (197,890,046) | (112,698,298) |
Beginning balance (in shares) at Dec. 31, 2021 | 139,380,748 | |||
Net loss | (4,846,917) | |||
Ending balance, value at Jun. 30, 2022 | $ 139,381 | 85,406,577 | (202,736,963) | (117,191,005) |
Ending balance (in shares) at Jun. 30, 2022 | 139,380,748 | |||
Beginning balance, value at Mar. 31, 2022 | $ 139,381 | 85,348,214 | (200,235,054) | (114,747,459) |
Beginning balance (in shares) at Mar. 31, 2022 | 139,380,748 | |||
Stock based compensation | 58,363 | 58,363 | ||
Net loss | (2,501,909) | (2,501,909) | ||
Ending balance, value at Jun. 30, 2022 | $ 139,381 | 85,406,577 | (202,736,963) | (117,191,005) |
Ending balance (in shares) at Jun. 30, 2022 | 139,380,748 | |||
Beginning balance, value at Dec. 31, 2022 | $ 141,881 | 127,130,055 | (203,932,665) | (76,660,729) |
Beginning balance (in shares) at Dec. 31, 2022 | 141,880,748 | |||
Stock based compensation | 62,260 | 62,260 | ||
Debt to equity conversion at $0.10 | $ 262,000 | 25,938,000 | 26,200,000 | |
Debt to equity conversion at $0.10 (in shares) | 262,000,000 | |||
Net loss | (1,346,812) | (1,346,812) | ||
Ending balance, value at Mar. 31, 2023 | $ 403,881 | 153,130,315 | (205,279,477) | (51,745,281) |
Ending balance (in shares) at Mar. 31, 2023 | 403,880,748 | |||
Beginning balance, value at Dec. 31, 2022 | $ 141,881 | 127,130,055 | (203,932,665) | (76,660,729) |
Beginning balance (in shares) at Dec. 31, 2022 | 141,880,748 | |||
Net loss | (1,391,619) | |||
Ending balance, value at Jun. 30, 2023 | $ 583,881 | 171,005,111 | (205,324,284) | (33,735,292) |
Ending balance (in shares) at Jun. 30, 2023 | 583,880,748 | |||
Beginning balance, value at Mar. 31, 2023 | $ 403,881 | 153,130,315 | (205,279,477) | (51,745,281) |
Beginning balance (in shares) at Mar. 31, 2023 | 403,880,748 | |||
Stock based compensation | 54,796 | 54,796 | ||
Debt to equity conversion at $0.10 | $ 180,000 | 17,820,000 | 18,000,000 | |
Debt to equity conversion at $0.10 (in shares) | 180,000,000 | |||
Net loss | (44,807) | (44,807) | ||
Ending balance, value at Jun. 30, 2023 | $ 583,881 | $ 171,005,111 | $ (205,324,284) | $ (33,735,292) |
Ending balance (in shares) at Jun. 30, 2023 | 583,880,748 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Mar. 31, 2023 |
Statement of Stockholders' Equity [Abstract] | ||
Debt to equity conversion (in dollars per share) | $ 0.10 | $ 0.10 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITES | ||
Net loss | $ (1,391,619) | $ (4,846,917) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation | 194,619 | 264,106 |
Amortization of intangible assets | 70,697 | 27,622 |
Amortization of debt discount | 495,837 | |
Amortization of deferred installation costs | 15,312 | 21,225 |
Amortization of deferred debt issuance and debt financing costs | ||
Non-cash lease expense | 67,859 | 58,092 |
Interest incurred and paid in kind | 258,333 | 1,622,052 |
Stock based compensation related to options granted and warrants issued | 117,056 | 354,210 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,061,428) | 180,249 |
Inventory | 153,773 | (111,326) |
Other current assets | (375,601) | 140,310 |
Patent license | (4,354) | 8,197 |
Accounts payable | (75,286) | 154,298 |
Accrued interest | 1,345,917 | 1,490,131 |
Other current liabilities | 881,006 | 62,706 |
Net cash flows provided by (used in) operating activities | 196,284 | (79,208) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of equipment | (1,943) | |
Patent, trademark, and other intangible asset costs | (56,110) | |
Net cash flows used in investing activities | (1,943) | (56,110) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayment of notes payable | (13,786) | |
Repayment of vehicle loan | (7,162) | (7,044) |
Net cash flows used in financing activities | (7,162) | (20,830) |
Increase (decrease) in cash | 187,179 | (156,148) |
Cash and cash equivalents, beginning of period | 520,166 | 659,228 |
Cash and cash equivalents and restricted cash, end of period | 707,345 | 503,080 |
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITES | ||
Replacement Notes conversion to equity at $0.10 per share | $ 44,200,000 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Mar. 31, 2023 |
Statement of Cash Flows [Abstract] | ||
Replacement notes conversion to equity (in dollars per share) | $ 0.10 | $ 0.10 |
BASIS OF PRESENTATION AND RECEN
BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | NOTE 1 – BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Interim Financial Statements The accompanying unaudited interim condensed consolidated financial statements of CareView Communications, Inc. (“CareView”, the “Company”, “we”, “us” or “our”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The balance sheet at December 31, 2022 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Results of operations for interim periods are not necessarily indicative of results for the full year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on May 26, 2023. Revenue Recognition We recognize revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”). For our subscription service contracts, we have employed the practical expedient discussed in ASC 606-10-55-18 related to invoicing as we have the right to consideration from our customers in the amount that corresponds directly with the value to the customer of our performance completed to date and therefore, we recognize revenue upon invoicing as further discussed below. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation. For those customers for which we are required to collect sales taxes, we record such sales taxes on a net basis which has no effect on the amount of revenue or expenses recognized as the sales taxes are a flow through to the taxing authority. We enter into contracts with customers that may provide multiple combinations of our products, software solutions, and other related services, which are generally capable of being distinct and accounted for as separate performance obligations. Performance obligations that are not distinct at contract inception are combined. Customer contract fulfillment typically involves multiple procurement promises, which may include various equipment, software subscription, project-related installation and training services, and support. We allocate the transaction price to each performance obligation based on estimated relative standalone selling price. Revenue is then recognized for each performance obligation upon transferring control of the hardware, software, and services to the customer and in an amount that reflects the consideration we expect to receive and the estimated benefit the customer receives over the term of the contract. Generally, we recognize revenue under each of our performance obligations as follows: ● Subscription services – We recognize subscription revenues monthly over the contracted license period. ● Equipment packages – We recognize equipment revenues when control of the devices has been transferred to the client (“point in time”). ● Software bundle and related services related to sales-based contracts – We recognize our software subscription, installation, training, and other services on a straight-line basis over the estimated contracted license period (“over time”). Disaggregation of Revenue The following presents net revenues disaggregated by our business models: Six Months Ended June 30, 2023 2022 Sales-based contract revenue Equipment package, net (point in time) $ 1,996,785 $ 807,323 Software bundle (over time) 1,174,599 573,576 Total sales-based contract revenue 3,171,384 1,380,899 Subscription-based lease revenue 2,320,984 2,634,866 Net revenue $ 5,492,368 $ 4,015,765 Contract Liabilities Our subscription-based contracts payment arrangements are required to be paid monthly which are recognized into revenue when received. Some customers choose to pay their subscription fee in advance. Customer payments received in advance of satisfaction of the related performance obligations are deferred as contract liabilities. These amounts are recorded as “deferred revenue” in our condensed consolidated balance sheets and recognized into revenues over time. Our sales-based contract payment arrangements with our customers typically include an initial equipment payment due upon signing of the contract and subsequent payments when certain performance obligations are completed. Customer payments received in advance of satisfaction of related performance obligations are deferred as contract liabilities. These amounts are recorded as “deferred revenue” in our condensed consolidated balance sheets and recognized into revenues as either a point in time or over time. During the six months ended June 30, 2023 and 2022, a total of $16,094 $156,784 The table below details the subscription-based contract liability activity during the six months ended June 30, 2023 and 2022, included in the Other current liabilities. Six Months Ended June 30, 2023 2022 Balance, beginning of period $ 21,145 $ 231,140 Additions — — Transfer to revenue (16,094 ) (156,784 ) Balance, end of period $ 5,051 $ 74,356 During the six months ended June 30, 2023 and 2022, a total of $822,974 $1,274,726 Six Months Ended June 30, 2023 2022 Balance, beginning of period $ 869,485 $ 752,526 Additions 1,319,224 1,655,760 Transfer to revenue (822,974 ) (1,274,726 ) Balance, end of period $ 1,365,735 $ 1,133,560 As of June 30, 2023, the aggregate amount of deferred revenue from subscription-based contracts and sales-based contracts allocated to performance obligations that are unsatisfied or partially satisfied $1,370,786 Years Ending December 31, Amount 2023 $ 830,967 2024 501,410 Thereafter 38,409 $ 1,370,786 We defer and capitalize all costs associated with the installation of the CareView System into a healthcare facility until the CareView System is fully operational and accepted by the healthcare facility. Installation costs are specifically identifiable based on the amounts we are charged from third party installers or directly identifiable labor hours incurred for each installation. Upon acceptance, the associated costs are expensed on a straight-line basis over the life of the contract with the healthcare facility. These costs are included in network operations on the accompanying consolidated statements of operations. The table below details the activity in these deferred installation costs during the periods ended June 30, 2023 and 2022, included in other assets in the accompanying unaudited consolidated balance sheet. Six Months Ended June 30, 2023 2022 Balance, beginning of period $ 33,461 $ 68,901 Additions — — Transfer to expense (15,312 ) (21,225 ) Balance, end of period $ 18,149 $ 47,676 Significant Judgements When Applying Topic 606 Contracts with our customers are typically structured similarly and include various combinations of our products, software solutions, and related services. Determining whether the various contract promises are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Contract transaction price is allocated to distinct performance obligations using estimated standalone selling price. We determine standalone selling price maximizing observable inputs such as standalone sales, competitor standalone sales, or substantive renewal prices charged to customers when they exist. In instances where standalone selling price is not observable, we utilize an estimate of standalone selling price. Such estimates are derived from various methods that include cost plus margin, and historical pricing practices. Judgment may be required to determine standalone selling prices for each performance obligation and whether it depicts the amount we expect to receive in exchange for the related good or service. Contract modifications occur when we and our customers agree to modify existing customer contracts to change the scope or price (or both) of the contract or when a customer terminates some, or all, of the existing services provided by us. When a contract modification occurs, it requires us to exercise judgment to determine if the modification should be accounted for as a separate contract, the termination of the original contract and creation of a new contract, a cumulative catch-up adjustment to the original contract, or a combination. Contracts with our customers include a limited warranty on our products covering materials, workmanship, or design for the duration of the contract. We do not offer paid additional extended or lifetime warranty packages. We determined the limited warranty in our contract is not a distinct performance obligation. We do not believe our estimates of warranty costs to be significant to our determination of revenue recognition, and therefore, did not reserve for warranty costs. Leases The Company has an operating lease primarily consisting of office space with a remaining lease term of 26 months Earnings (Loss) 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 46,711,922 183,586,301 47,021,922 41,327,477 5,694,445 Recently Issued and Newly Adopted Accounting Pronouncements ASU 2016-13 ASU 2016-13 requires organizations to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This guidance: 1. Eliminates the probable initial recognition threshold in current GAAP and, instead, reflects an organization’s current estimate of all expected credit losses over the contractual term of its financial assets. 2. Broadens the information that an entity can consider when measuring credit losses to include forward-looking information. 3. Increases usefulness of the financial statements by requiring timely inclusion of forecasted information in forming expectations of credit losses. 4. Increases comparability of purchased financial assets with credit deterioration (PCD assets) with other purchased assets that do not have credit deterioration as well as originated assets because credit losses that are expected will be recorded through an allowance for credit losses for all assets. 5. Increases users’ understanding of underwriting standards and credit quality trends by requiring additional information about credit quality indicators by year of origination (vintage). 6. For available-for-sale debt securities, aligns the income statement recognition of credit losses with the reporting period in which changes occur by recording credit losses (and subsequent changes in credit losses) through an allowance rather than a write down. The guidance affects loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. We as a smaller reporting company as defined by the SEC have adopted ASU 2016-13 effective for January 1, 2023. As of June 30, 2023, ASU 2016-13 does not have any material effect on the Company. ASU 2020-06 ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. The amendments in ASU 2020-06 further revise the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. We as a smaller reporting company as defined by the SEC will adopt ASU 2020-06 effective for fiscal year 2024. ASU 2022-03 ASU 2022-03 clarifies that a “contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security” and is not included in the equity security’s unit of account. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security’s fair value (i.e., the entity should not apply a discount related to the contractual sale restriction, as stated in ASC 820-10-35-36B as amended by the ASU). In addition, the ASU prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. Under the existing guidance in ASC 820-10-35-6B, “although a reporting entity must be able to access the market, the reporting entity does not need to be able to sell the particular asset or transfer the particular liability on the measurement date to be able to measure fair value on the basis of the price in that market.” ASU 2022-03 clarifies that an entity should apply this existing guidance when measuring the fair value of equity securities that are subject to contractual sale restrictions (i.e., a contractual sale restriction on the reporting entity that prevents the sale of an equity security in the market does not prevent the entity from measuring the fair value of the equity security on the basis of the price in that principal market). ASU 2022-03 for the Company will be effective for fiscal year 2024. |
GOING CONCERN, LIQUIDITY AND MA
GOING CONCERN, LIQUIDITY AND MANAGEMENT’S PLAN | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN, LIQUIDITY AND MANAGEMENT’S PLAN | NOTE 2 – GOING CONCERN, LIQUIDITY AND MANAGEMENT’S PLAN Accounting standards require management to evaluate our ability to continue as a going concern for a period of one year after the date of the filing of this Form 10-Q (“evaluation period”). In evaluating the Company’s ability to continue as a going concern, management considers the conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months after the Company issues its financial statements. For the six months ended June 30, 2023, management considers the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows, and the Company’s conditional and unconditional obligations due within 12 months of the date these financial statements are issued. The Company is subject to risks like those of healthcare technology companies whereby revenues are generated based on both sales-based and subscription-based models, which assume dependence on key individuals, uncertainty of product development, generation of revenues, positive cash flow, dependence on outside sources of capital, risks associated with research, development, and successful testing of its products, successful protection of intellectual property, ability to maintain and grow its customer base, and susceptibility to infringement on the proprietary rights of others. The attainment of profitable operations is dependent on future events, including obtaining adequate financing to fulfill the Company’s growth and operating activities and generating a level of revenues adequate to support the Company’s cost structure. As of June 30, 2023, the Company had a working capital deficit of $ 35,257,400 On March 30, 2023, noteholders owning Replacement Notes in an aggregate of $ 26,200,000 0.10 262,000,000 Upon this conversion, and as of March 31, 2023, the Company’s officers and board of directors held the majority of the Company’s outstanding voting stock. With controlling interest of the majority of outstanding shares, the Company’s majority shareholders voted to amend its articles of incorporation to increase the authorized shares available for issuance from 500,000,000 800,000,000 On May 24, 2023, noteholder owning Replacement Notes in the aggregate of $ 18,000,000 180,000,000 0.10 Management continues to monitor the immediate and future cash flows needs of the company in a variety of ways which include forecasted net cash flows from operations, capital expenditure control, new inventory orders, debt modifications, increases in sales outreach, streamlining and controlling general and administrative costs, competitive industry pricing, sale of equities, debt conversions, new product or services offerings, and new business partnerships. The Company’s net losses, cash outflows, and working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. A successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support the Company’s cost structure. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 3 – STOCKHOLDERS’ EQUITY Warrants to Purchase Common Stock of the Company We use the Black-Scholes-Merton option pricing model (“Black-Scholes Model”) to determine the fair value of Warrants. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the weighted average term of the Warrant. The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the term of the Warrants and is calculated by using the average daily historical stock prices through the day preceding the grant date. Estimated volatility is a measure of the amount by which our stock price is expected to fluctuate each year during the expected life of the award. Our estimated volatility is an average of the historical volatility of our stock prices (and that of peer entities whose stock prices were publicly available) over a period equal to the expected life of the awards. A summary of our Warrants activity and related information follows: Number of Shares Under Warrant Range of Warrant Price Per Share Weighted Average Exercise Price Weighted Average Remaining Contractual Life Balance at December 31, 2022 5,694,445 $ 0.01 0.03 $ 0.024 3.5 Granted — — — — Expired — — — — Canceled — — — — Balance at June 30, 2023 5,694,445 $ 0.01 0.03 $ 0.024 3.1 Options to Purchase Common Stock of the Company During the six months ended June 30, 2023, 545,000 29,700 0.06 A summary of our stock option activity and related information follows: Number of Shares Under Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Balance at December 31, 2022 40,817,477 $ 0.12 5.8 $ 526,425 Granted 545,000 0.06 9.7 3,000 Forfeited/Expired (35,000 ) (0.06 ) — — Exercised — — — — Balance at June 30, 2023 41,327,477 $ 0.12 5.5 $ 529,425 Vested and Exercisable at June 30, 2023 33,115,144 $ 0.13 4.8 $ 523,425 At June 30, 2023, total unrecognized estimated compensation expense related to non-vested Options granted prior to that date was approximately $ 89,355 1.7 |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 4 – OTHER CURRENT ASSETS Other current assets consist of the following: June 30, December 31, Prepaid insurance $ 425,138 $ 36,639 Other prepaid expenses 21,483 34,381 TOTAL OTHER CURRENT ASSETS $ 446,621 $ 71,020 |
INVENTORY
INVENTORY | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 5 – 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: June 30, 2023 December 31, 2022 Inventory assets (finished goods) $ 147,673 $ 301,446 TOTAL INVENTORY $ 147,673 $ 301,446 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment consist of the following: June 30, 2023 December 31, 2022 Network equipment $ 12,620,258 $ 12,620,258 Office equipment 236,372 234,430 Vehicles 232,411 232,411 Test equipment 230,365 230,365 Furniture 92,846 92,846 Warehouse equipment 9,523 9,523 Leasehold improvements 5,121 5,121 13,426,896 13,424,954 Less: accumulated depreciation (12,977,013 ) (12,782,395 ) TOTAL PROPERTY AND EQUIPMENT, NET $ 449,883 $ 642,559 Depreciation expense for the six months ended June 30, 2023 and 2022 was $ 194,618 264,106 |
INTANGIBLE AND OTHER ASSETS, NE
INTANGIBLE AND OTHER ASSETS, NET | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE AND OTHER ASSETS, NET | NOTE 7 – INTANGIBLE AND OTHER ASSETS, NET Intangible assets consist of the following: June 30, 2023 Cost Accumulated Amortization Net Patents and trademarks $ 1,213,850 $ 471,524 $ 742,326 Other intangible assets 20,237 13,154 7,083 TOTAL INTANGIBLE ASSETS $ 1,234,087 $ 484,678 $ 749,409 December 31, 2022 Cost Accumulated Amortization Net Patents and trademarks $ 1,213,850 $ 395,715 $ 818,135 Other intangible assets 85,896 83,925 1,971 TOTAL INTANGIBLE ASSETS $ 1,299,746 $ 479,640 $ 820,106 Other assets consist of the following: June 30, 2023 Cost Accumulated Amortization Net Deferred installation costs $ 1,352,041 $ 1,333,893 $ 18,148 Deferred sales commission 243,687 165,280 78,407 Prepaid license fee 249,999 193,988 56,011 Security deposit 46,124 — 46,124 TOTAL OTHER ASSETS $ 1,891,851 $ 1,693,161 $ 198,690 December 31, 2022 Cost Accumulated Amortization Net Deferred installation costs $ 1,352,041 $ 1,318,580 $ 33,461 Deferred sales commissions 163,973 98,116 65,857 Prepaid license fee 249,999 185,792 64,207 Security deposit 46,124 — 46,124 TOTAL OTHER ASSETS $ 1,812,137 $ 1,602,488 $ 209,649 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 8 – OTHER CURRENT LIABILITIES Other current liabilities consist of the following: June 30, 2023 December 31, Accrued interest $ 14,225,278 $ 12,933,611 Accrued interest, related parties 391,278 337,027 Allowance for system removal 54,802 54,802 Accrued paid time off 131,612 154,776 Deferred officer compensation (1) 139,041 139,041 Deferred revenue 1,370,786 890,631 Other accrued liabilities 539,755 43,389 TOTAL OTHER CURRENT LIABILITIES $ 16,852,552 $ 14,553,277 (1) Salary for Steve Johnson, CEO, between February 15, 2018 and September 30, 2020. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We do not expect to pay any significant federal or state income tax for 2023 because of the losses recorded during the six months ended June 30, 2023 and net operating loss carry forwards from prior years. In assessing the realizability of deferred tax asset, including the net operating loss carryforwards (NOLs), the Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize its existing deferred assets. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period when those temporary differences become deductible. Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some component or all the benefits of deferred tax assets will not be realized. As of June 30, 2023, we maintained a full valuation allowance for all deferred tax assets. Based on these requirements, no provision or benefit for income taxes has been recorded. There were no recorded unrecognized tax benefits at the end of the reporting period. The Tax Cuts and Jobs Act (the “Act”) was signed into law on December 22, 2017. Among its numerous changes to the Internal Revenue Code, the Act reduces U.S. corporate rates from 35 21 80 80 The effective tax rate for the six months ended June 30, 2023 was different from the federal statutory rate due primarily to change in the valuation allowance and nondeductible interest and amortization expense. |
AGREEMENT WITH PDL BIOPHARMA, I
AGREEMENT WITH PDL BIOPHARMA, INC. | 6 Months Ended |
Jun. 30, 2023 | |
Agreement With Pdl Biopharma Inc. | |
AGREEMENT WITH PDL BIOPHARMA, INC. | NOTE 10 – 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”). 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 On January 31, 2021, the Company, the Borrower, the Subsidiary Guarantor, the Lender and the Tranche Three Lenders entered into a Twenty-Third Amendment to Modification Agreement (the “Twenty-Third Modification Agreement Amendment”), pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and January 31, 2021 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s (i) interest payments that would otherwise be due under the Credit Agreement on December 31, 2018, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020, and October 7, 2020 and (ii) payments for principal and for any other Obligations then outstanding under the Tranche One Loan and the Tranche Three Loans that would otherwise be due under the Credit Agreement on October 7, 2020, would each be deferred until May 31, 2021 (the end of the extended Modification Period) and that such deferrals would be a Covered Event. The Company has evaluated the Twenty-Third Modification Agreement Amendment and as the effective borrowing rate under the restructured agreement is less than the effective borrowing rate on the old agreement, a concession is deemed to have been granted under ASC 470-60-55-10. As a concession has been granted, the agreement is to be accounted for as a troubled debt restructuring by debtors (TDR) under ASC 470-60. On May 25, 2021, the Company, the Borrower, the Subsidiary Guarantor, the Lender and the Tranche Three Lenders entered into a Twenty-Fourth Amendment to Modification Agreement (the “Twenty-Fourth Modification Agreement Amendment”), pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and November 30, 2021 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s (i) interest payments that would otherwise be due under the Credit Agreement on December 31, 2018, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020, October 7, 2020, and (ii) payments for principal and for any other Obligations then outstanding under the Tranche One Loan and the Tranche Three Loans that would otherwise be due under the Credit Agreement on October 7, 2020, would each be deferred until November 30, 2021 (the end of the extended Modification) and that such deferrals would be a Covered Event. The Company has evaluated the Twenty-Fourth Modification Agreement Amendment and as the effective borrowing rate under the restructured agreement is less than the effective borrowing rate on the old agreement, a concession is deemed to have been granted under ASC 470-60-55-10. As a concession has been granted, the agreement is to be accounted for as a troubled debt restructuring by debtors (TDR) under ASC 470-60. On November 29, 2021, the Company, the Borrower, the Subsidiary Guarantor, the Lender and the Tranche Three Lenders entered into a Twenty-Fifth Amendment to Modification Agreement (the “Twenty-Fifth Modification Agreement Amendment”), pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and June 30, 2022 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s (i) interest payments that would otherwise be due under the Credit Agreement on December 31, 2018, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020 and October 7, 2020 and (ii) payments for principal and for any other Obligations then outstanding under the Tranche One Loan and the Tranche Three Loans that would otherwise be due under the Credit Agreement on October 7, 2020, would each be deferred until June 30, 2022 (the end of the extended Modification) and that such deferrals would be a covered event. The Company has evaluated the Twenty-Fifth Modification Agreement Amendment and as the effective borrowing rate under the restructured agreement is less than the effective borrowing rate on the old agreement, a concession is deemed to have been granted under ASC 470-60-55-10. As a concession has been granted, the agreement is to be accounted for as a troubled debt restructuring by debtors (TDR) under ASC 470-60. On June 23, 2022, the Company, the Borrower, the Subsidiary Guarantor, the Lender and the Tranche Three Lenders entered into a Twenty-Sixth Amendment to Modification Agreement (the “Twenty-Sixth Modification Agreement Amendment”), pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and June 30, 2022 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s (i) interest payments that would otherwise be due under the Credit Agreement on December 31, 2018, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020, October 7, 2020 and June 30, 2022 and (ii) payments for principal and for any other Obligations then outstanding under the Tranche One Loan and the Tranche Three Loans that would otherwise be due under the Credit Agreement on June 30, 2022, would each be deferred until December 31, 2022 (the end of the extended Modification) and that such deferrals would be a covered event. The Company has evaluated the Twenty-Sixth Modification Agreement Amendment and as the effective borrowing rate under the restructured agreement is less than the effective borrowing rate on the old agreement, a concession is deemed to have been granted under ASC 470-60-55-10. As a concession has been granted, the agreement is to be accounted for as a troubled debt restructuring by debtors (TDR) under ASC 470-60. On December 30, 2022, the Company, the Borrower, the Subsidiary Guarantor, the Lender and the Tranche Three Lenders entered into a Twenty-Seventh Amendment to Modification Agreement (the “Twenty-Seventh Modification Agreement Amendment”), pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and February 28, 2023 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s (i) interest payments that would otherwise be due under the Credit Agreement on December 31, 2018, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020 and October 7, 2020 and (ii) payments for principal and for any other Obligations then outstanding under the Tranche One Loan and the Tranche Three Loans that would otherwise be due under the Credit Agreement on October 7, 2020, would each be deferred until February 28, 2023 (the end of the extended Modification Period) and that such deferrals would be a covered event. The Company has evaluated the Twenty-seventh Modification Agreement Amendment and as the effective borrowing rate under the restructured agreement is less than the effective borrowing rate on the old agreement, a concession is deemed to have been granted under ASC 470-60-55-10. As a concession has been granted, the agreement is to be accounted for as a troubled debt restructuring by debtors (TDR) under ASC 470-60. On February 28, 2023, the Company, the Borrower, the Subsidiary Guarantor, the Lender and the Tranche Three Lenders entered into a Twenty-Eighth Amendment to Modification Agreement (the “Twenty-Eighth 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 March 31, 2023 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s (i) interest payments that would otherwise be due under the Credit Agreement on December 31, 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 March 30, 2023 (the end of the extended Modification Period). On March 31, 2023, the Company, the Borrower, the Subsidiary Guarantor, the Lender and the Tranche Three Lenders entered into a Twenty-Ninth Amendment to Modification Agreement (the “Twenty-Ninth Modification Agreement Amendment”), pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and April 30, 2023 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s (i) interest payments that would otherwise be due under the Credit Agreement on December 31, 2018, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020 and October 7, 2020 and (ii) payments for principal and for any other Obligations then outstanding under the Tranche One Loan and the Tranche Three Loans that would otherwise be due under the Credit Agreement on October 7, 2020, would each be deferred until April 30, 2023 (the end of the extended Modification Period). Under debt modification/troubled debt guidance, we determined that the first of the eight amendments had no cash flow impact, and therefore, had no impact on accounting. Amendments nine through ten qualified for modification accounting, while the final nineteen amendments qualified for troubled debt restructuring accounting. As appropriate, we expensed the legal costs paid to third parties. For the three months ended March 31, 2023 and 2022, pursuant to the terms of the PDL Modification Agreement, as amended, $ 802,125 775,000 On April 29, 2023, the Company, the Borrower, the Subsidiary Guarantor, the Lender and the Tranche Three Lenders entered into a Thirtieth Amendment to Modification Agreement (the “Thirtieth Modification Agreement Amendment”), pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and May 31, 2023 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s (i) interest payments that would otherwise be due under the Credit Agreement on December 31, 2018, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020 and October 7, 2020 and (ii) payments for principal and for any other Obligations then outstanding under the Tranche One Loan and the Tranche Three Loans that would otherwise be due under the Credit Agreement on October 7, 2020, would each be deferred until May 31, 2023 (the end of the extended Modification Period). On May 31, 2023 (the “Effective Date”), the Company, the Borrower, the Lender, Steven G. Johnson, President and Chief Executive Officer of the Company, and Dr. James R. Higgins, a director of the Company, entered into a Seventh Amendment to Credit Agreement (the “Seventh Credit Agreement Amendment”), pursuant to which the parties agreed to amend the Credit Agreement to, among other things, (i) provide that, after the Effective Date, all accrued but unpaid interest (including interest accrued but unpaid prior to the Effective Date and excluding interest payable on the Maturity Date, in connection with any prepayment, or in the event of an Event of Default, which interest will be payable in cash) accruing on Tranche One Loans and Tranche Three Loans will be paid-in-kind on each Interest Payment Date by being added to the aggregate principal balance of the respective loans in arrears on each Interest Payment Date; (ii) require certain mandatory prepayments of the loans by the Company, including (A) quarterly prepayments in the amount, if any, that the Company’s Excess Cash Flow exceeds $600,000 $1,200,000 $600,000 100% December 31, 2024 Accounting Treatment In connection with the PDL Credit Agreement, as amended, we issued the PDL Warrant to the Lender. As of June 30, 2023, the Amended PDL Warrant has not been exercised. Pursuant to the PDL Seventh Credit Agreement Amendment, calculations will be made for the “interest paid-in-kind” and quarterly “prepayment(s)” effective for the month ended June 30, 2023. The Company concluded that the Company is encountering financial hardship and that a concession was not granted. As the Lender has not granted a concession, the guidance contained in ASC 470-50 Modification and Extinguishment was applied. Given the present value of the cash flows under the Seventh Credit Agreement Amendment differed by less than 10% from the present value of the remaining cash flows under the terms of the prior debt agreement, the debt was determined to be not substantially different which resulted in modification accounting. The Company did not have any debt issuance costs, only legal expenses. |
AGREEMENT WITH HEALTHCOR
AGREEMENT WITH HEALTHCOR | 6 Months Ended |
Jun. 30, 2023 | |
Agreement With Healthcor | |
AGREEMENT WITH HEALTHCOR | NOTE 11 – AGREEMENT WITH HEALTHCOR On April 20, 2021, we agreed with the HealthCor Parties to (i) amend the 2011 HealthCor Notes to extend the maturity date of the 2011 HealthCor Notes from April 20, 2021 April 20, 2022 January 30, 2022 April 20, 2022 2,000,000 0.23 April 20, 2031 Also on April 20, 2021, in connection with the HealthCor Note Extensions and the issuance of the 2021 HealthCor Warrants, we entered into a Consent and Agreement Pursuant to Note and Warrant Purchase Agreement (the “2021 NWPA Consent”) with the HealthCor Parties and certain additional Existing Investors (in their capacity as Majority Holders acting together with the HealthCor Parties), pursuant to which, among other things, (i) the Majority Holders consented to the HealthCor Note Extensions, (ii) the Majority Holders consented to the issuance of the 2021 HealthCor Warrants and (iii) the parties agreed that the holders of the 2021 HealthCor Warrants would have registration rights for the shares of Common Stock issuable upon exercise of the 2021 HealthCor Warrants under the Registration Rights Agreement dated as of April 20, 2011, as amended June 30, 2015, by and among the Company, the HealthCor Parties and the additional investors party thereto (the “Registration Rights Agreement”). On March 08, 2022, we agreed with the HealthCor Parties to (i) amend the 2011 HealthCor Notes to extend the maturity date of the 2011 HealthCor Notes from April 20, 2022 April 20, 2023 April 20, 2022 April 20, 2023 3,000,000 0.09 March 08, 2032 240,000 Also on March 08, 2022, in connection with the HealthCor Note Extensions and the issuance of the 2021 HealthCor Warrants, we entered into a Consent and Agreement Pursuant to Note and Warrant Purchase Agreement (the “2022 NWPA Consent”) with the HealthCor Parties and certain additional Existing Investors (in their capacity as Majority Holders acting together with the HealthCor Parties), pursuant to which, among other things, (i) the Majority Holders consented to the HealthCor Note Extensions, (ii) the Majority Holders consented to the issuance of the 2021 HealthCor Warrants and (iii) the parties agreed that the holders of the 2021 HealthCor Warrants would have registration rights for the shares of Common Stock issuable upon exercise of the 2021 HealthCor Warrants under the Registration Rights Agreement dated as of April 20, 2011, as amended June 30, 2015, by and among the Company, the HealthCor Parties and the additional investors party thereto (the “Registration Rights Agreement”). On July 1, 2022, we entered into amendments to the 2014 HealthCor Notes, 2015 Supplemental Notes, Eighth Amendment Supplemental Closing Notes, Tenth Amendment Supplemental Closing Notes, Twelfth Amendment Supplemental Closing Note and Thirteenth Amendment Supplemental Closing Note (collectively, the “2022 Allonges”) to suspend the accrual of interest on the 2014 HealthCor Notes as to 100 100 100 100 100 100 Also on December 30, 2022, the Existing Investors agreed to the cancellation by the Company and the forfeiting of their respective rights in and to the 2011 Warrants, 2014 Supplemental Warrants, Fifth Amendment Supplemental Warrants, Sixth Amendment Supplemental Warrants, Eighth Amendment Supplemental Warrants, 2021 Warrants and 2022 Warrants (collectively, the “Warrants”); and the Existing Investors have agreed to waive any and all interest that has accrued, but remains unpaid on the Existing Notes held by the Existing Investors; in exchange for releasing its second senior secured position they hold in connection with the 2011 Notes and 2012 Notes. The Existing Investors have agreed to waive any and all interest that has accrued, but remains unpaid on the Existing Notes held by the Existing Investors with the 2014 Notes along with the 2015 Notes, 2018 Notes, 2019 Note and 2020 Note. In exchange for releasing its second senior secured position they hold in connection with the 2011 Notes and 2012 Notes, the HealthCor Parties will receive an additional $ 5,000,000 0.10 1,489,357 On March 30, 2023, HealthCor noteholders owning an aggregate of $ 36,000,000 fifty 0.10 180,000,000 8,200,000 0.10 262,000,000 On May 24, 2023, HealthCor noteholders owning an aggregate of $ 18,000,000 180,000,000 0.10 Accounting Treatment When issuing debt or equity securities convertible into common stock at a discount to the fair value of the common stock at the date the debt or equity financing is committed, a company is required to record a beneficial conversion feature (“BCF”) charge. We had three separate issuances of equity securities convertible into common stock that qualify under this accounting treatment, (i) the 2011 HealthCor Notes, (ii) the 2012 HealthCor Notes and (iii) the 2014 HealthCor Notes. Because the conversion option and the 2011 HealthCor Warrants on the 2011 HealthCor Notes were originally classified as a liability when issued due to the down round provision and the removal of the provision requiring liability treatment, and subsequently reclassified to equity on December 31, 2011 when the 2011 HealthCor Notes were amended, only the accrued interest capitalized as payment in kind (‘‘PIK’’) since reclassification qualifies under this accounting treatment. We recorded an aggregate of $ 0 1,406,760 0 860,728 Warrants were issued with the Fourth, Fifth, Eighth, Ninth, and Allonge 3 Amendment Notes and the proceeds were allocated to the instruments based on relative fair value as the warrants did not contain any features requiring liability treatment and therefore were classified as equity. At each amendment date, the warrants were recorded as debt discount, as a reduction of the net carrying amount of the debt. The debt discounts are amortized into interest expense each period under the effective interest method. The value allocated to the Ninth Amendment Warrants was $ 378,000 420,000 Warrants were issued with Allonge 4 Amendment Notes and the proceeds were allocated to the instruments based on relative fair value as the warrants did not contain any features requiring liability treatment and therefore were classified as equity. At each amendment date, the warrants were recorded as debt discount, as a reduction of the net carrying amount of the debt. The debt discounts are amortized into interest expense each period under the effective interest method. The value allocated to the Allonge 4 Amendment Warrants was $ 240,000 |
JOINT VENTURE AGREEMENT
JOINT VENTURE AGREEMENT | 6 Months Ended |
Jun. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
JOINT VENTURE AGREEMENT | NOTE 12 – JOINT VENTURE AGREEMENT On December 31, 2019, the Company and Rockwell entered into a Second Amendment to the Rockwell Note (the “Second Rockwell Note Amendment”) pursuant to which Rockwell agreed to extend the term of the Rockwell Note by one year, to December 31, 2020 December 31, 2019 January 31, 2020 On January 31, 2020, the Company and Rockwell entered into a Third Amendment to the Rockwell Note (the “Third Rockwell Note Amendment”), pursuant to which Rockwell agreed to extend the time to make the quarterly payment that would otherwise be due on January 31, 2020 February 10, 2020 Effective as of March 31, 2020, the Company and Rockwell entered into a Fourth Amendment to the Rockwell Note (the “Fourth Rockwell Note Amendment”), pursuant to which Rockwell agreed to extend the time to make the quarterly payment that would otherwise be due on March 31, 2020 April 16, 2020 On December 31, 2020, the Company and Rockwell entered a Fifth Amendment to the Rockwell Note (the “Fifth Rockwell Note Amendment”), pursuant to which Rockwell agreed (i) to extend the term of the Promissory Note by one ( 1 September 30, 2021 December 31, 2021 December 31, 2020 On November 30, 2021, the Company and Rockwell entered into a Sixth Amendment to the Rockwell Note (the “Sixth Rockwell Note Amendment”), pursuant to which Rockwell agreed to extend the term of the Rockwell Note by three months, to March 31, 2022 December 31, 2021 March 31, 2022 As of March 31, 2022, the Rockwell Note was paid off. |
LEASE
LEASE | 6 Months Ended |
Jun. 30, 2023 | |
Lease | |
LEASE | NOTE 13 – LEASE Under ASC Topic 842, Leases (“ASC 842”), operating lease expense is generally recognized evenly over the term of the lease. The Company has an operating lease primarily consisting of office space with remaining lease term of 38 months August 31, 2025 On September 8, 2009, we entered into a Commercial Lease Agreement (the “Lease”) for 10,578 June 30, 2015 August 31, 2025 The Company has further concluded that the Lease Extension has no effects on the classification of the Lease. Rent expense for the six months ended June 30, 2023 and 2022 was $ 147,894 154,202 Undiscounted Cash Flows Future lease payments included in the measurement of operating lease liability on the condensed consolidated balance sheet as of June 30, 2023, for the following five fiscal years and thereafter as follows: Quarter endingJune 30, 2023 Operating Leases Remaining 2023 $ 108,901 2024 221,070 2025 150,679 Total minimum lease payments 480,650 Less effects of discounting (72,223 ) Present value of future minimum lease payments $ 408,427 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through August 14, 2023, the date of filing of this Form 10-Q. |
BASIS OF PRESENTATION AND REC_2
BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited interim condensed consolidated financial statements of CareView Communications, Inc. (“CareView”, the “Company”, “we”, “us” or “our”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The balance sheet at December 31, 2022 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Results of operations for interim periods are not necessarily indicative of results for the full year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on May 26, 2023. |
Revenue Recognition | Revenue Recognition We recognize revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”). For our subscription service contracts, we have employed the practical expedient discussed in ASC 606-10-55-18 related to invoicing as we have the right to consideration from our customers in the amount that corresponds directly with the value to the customer of our performance completed to date and therefore, we recognize revenue upon invoicing as further discussed below. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation. For those customers for which we are required to collect sales taxes, we record such sales taxes on a net basis which has no effect on the amount of revenue or expenses recognized as the sales taxes are a flow through to the taxing authority. We enter into contracts with customers that may provide multiple combinations of our products, software solutions, and other related services, which are generally capable of being distinct and accounted for as separate performance obligations. Performance obligations that are not distinct at contract inception are combined. Customer contract fulfillment typically involves multiple procurement promises, which may include various equipment, software subscription, project-related installation and training services, and support. We allocate the transaction price to each performance obligation based on estimated relative standalone selling price. Revenue is then recognized for each performance obligation upon transferring control of the hardware, software, and services to the customer and in an amount that reflects the consideration we expect to receive and the estimated benefit the customer receives over the term of the contract. Generally, we recognize revenue under each of our performance obligations as follows: ● Subscription services – We recognize subscription revenues monthly over the contracted license period. ● Equipment packages – We recognize equipment revenues when control of the devices has been transferred to the client (“point in time”). ● Software bundle and related services related to sales-based contracts – We recognize our software subscription, installation, training, and other services on a straight-line basis over the estimated contracted license period (“over time”). Disaggregation of Revenue The following presents net revenues disaggregated by our business models: Six Months Ended June 30, 2023 2022 Sales-based contract revenue Equipment package, net (point in time) $ 1,996,785 $ 807,323 Software bundle (over time) 1,174,599 573,576 Total sales-based contract revenue 3,171,384 1,380,899 Subscription-based lease revenue 2,320,984 2,634,866 Net revenue $ 5,492,368 $ 4,015,765 Contract Liabilities Our subscription-based contracts payment arrangements are required to be paid monthly which are recognized into revenue when received. Some customers choose to pay their subscription fee in advance. Customer payments received in advance of satisfaction of the related performance obligations are deferred as contract liabilities. These amounts are recorded as “deferred revenue” in our condensed consolidated balance sheets and recognized into revenues over time. Our sales-based contract payment arrangements with our customers typically include an initial equipment payment due upon signing of the contract and subsequent payments when certain performance obligations are completed. Customer payments received in advance of satisfaction of related performance obligations are deferred as contract liabilities. These amounts are recorded as “deferred revenue” in our condensed consolidated balance sheets and recognized into revenues as either a point in time or over time. During the six months ended June 30, 2023 and 2022, a total of $16,094 $156,784 The table below details the subscription-based contract liability activity during the six months ended June 30, 2023 and 2022, included in the Other current liabilities. Six Months Ended June 30, 2023 2022 Balance, beginning of period $ 21,145 $ 231,140 Additions — — Transfer to revenue (16,094 ) (156,784 ) Balance, end of period $ 5,051 $ 74,356 During the six months ended June 30, 2023 and 2022, a total of $822,974 $1,274,726 Six Months Ended June 30, 2023 2022 Balance, beginning of period $ 869,485 $ 752,526 Additions 1,319,224 1,655,760 Transfer to revenue (822,974 ) (1,274,726 ) Balance, end of period $ 1,365,735 $ 1,133,560 As of June 30, 2023, the aggregate amount of deferred revenue from subscription-based contracts and sales-based contracts allocated to performance obligations that are unsatisfied or partially satisfied $1,370,786 Years Ending December 31, Amount 2023 $ 830,967 2024 501,410 Thereafter 38,409 $ 1,370,786 We defer and capitalize all costs associated with the installation of the CareView System into a healthcare facility until the CareView System is fully operational and accepted by the healthcare facility. Installation costs are specifically identifiable based on the amounts we are charged from third party installers or directly identifiable labor hours incurred for each installation. Upon acceptance, the associated costs are expensed on a straight-line basis over the life of the contract with the healthcare facility. These costs are included in network operations on the accompanying consolidated statements of operations. The table below details the activity in these deferred installation costs during the periods ended June 30, 2023 and 2022, included in other assets in the accompanying unaudited consolidated balance sheet. Six Months Ended June 30, 2023 2022 Balance, beginning of period $ 33,461 $ 68,901 Additions — — Transfer to expense (15,312 ) (21,225 ) Balance, end of period $ 18,149 $ 47,676 Significant Judgements When Applying Topic 606 Contracts with our customers are typically structured similarly and include various combinations of our products, software solutions, and related services. Determining whether the various contract promises are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Contract transaction price is allocated to distinct performance obligations using estimated standalone selling price. We determine standalone selling price maximizing observable inputs such as standalone sales, competitor standalone sales, or substantive renewal prices charged to customers when they exist. In instances where standalone selling price is not observable, we utilize an estimate of standalone selling price. Such estimates are derived from various methods that include cost plus margin, and historical pricing practices. Judgment may be required to determine standalone selling prices for each performance obligation and whether it depicts the amount we expect to receive in exchange for the related good or service. Contract modifications occur when we and our customers agree to modify existing customer contracts to change the scope or price (or both) of the contract or when a customer terminates some, or all, of the existing services provided by us. When a contract modification occurs, it requires us to exercise judgment to determine if the modification should be accounted for as a separate contract, the termination of the original contract and creation of a new contract, a cumulative catch-up adjustment to the original contract, or a combination. Contracts with our customers include a limited warranty on our products covering materials, workmanship, or design for the duration of the contract. We do not offer paid additional extended or lifetime warranty packages. We determined the limited warranty in our contract is not a distinct performance obligation. We do not believe our estimates of warranty costs to be significant to our determination of revenue recognition, and therefore, did not reserve for warranty costs. |
Leases | Leases The Company has an operating lease primarily consisting of office space with a remaining lease term of 26 months |
Earnings (Loss) Per Share | Earnings (Loss) 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 46,711,922 183,586,301 47,021,922 41,327,477 5,694,445 |
Recently Issued and Newly Adopted Accounting Pronouncements | Recently Issued and Newly Adopted Accounting Pronouncements ASU 2016-13 ASU 2016-13 requires organizations to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This guidance: 1. Eliminates the probable initial recognition threshold in current GAAP and, instead, reflects an organization’s current estimate of all expected credit losses over the contractual term of its financial assets. 2. Broadens the information that an entity can consider when measuring credit losses to include forward-looking information. 3. Increases usefulness of the financial statements by requiring timely inclusion of forecasted information in forming expectations of credit losses. 4. Increases comparability of purchased financial assets with credit deterioration (PCD assets) with other purchased assets that do not have credit deterioration as well as originated assets because credit losses that are expected will be recorded through an allowance for credit losses for all assets. 5. Increases users’ understanding of underwriting standards and credit quality trends by requiring additional information about credit quality indicators by year of origination (vintage). 6. For available-for-sale debt securities, aligns the income statement recognition of credit losses with the reporting period in which changes occur by recording credit losses (and subsequent changes in credit losses) through an allowance rather than a write down. The guidance affects loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. We as a smaller reporting company as defined by the SEC have adopted ASU 2016-13 effective for January 1, 2023. As of June 30, 2023, ASU 2016-13 does not have any material effect on the Company. ASU 2020-06 ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. The amendments in ASU 2020-06 further revise the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. We as a smaller reporting company as defined by the SEC will adopt ASU 2020-06 effective for fiscal year 2024. ASU 2022-03 ASU 2022-03 clarifies that a “contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security” and is not included in the equity security’s unit of account. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security’s fair value (i.e., the entity should not apply a discount related to the contractual sale restriction, as stated in ASC 820-10-35-36B as amended by the ASU). In addition, the ASU prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. Under the existing guidance in ASC 820-10-35-6B, “although a reporting entity must be able to access the market, the reporting entity does not need to be able to sell the particular asset or transfer the particular liability on the measurement date to be able to measure fair value on the basis of the price in that market.” ASU 2022-03 clarifies that an entity should apply this existing guidance when measuring the fair value of equity securities that are subject to contractual sale restrictions (i.e., a contractual sale restriction on the reporting entity that prevents the sale of an equity security in the market does not prevent the entity from measuring the fair value of the equity security on the basis of the price in that principal market). ASU 2022-03 for the Company will be effective for fiscal year 2024. |
BASIS OF PRESENTATION AND REC_3
BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The following presents net revenues disaggregated by our business models: | The following presents net revenues disaggregated by our business models: Six Months Ended June 30, 2023 2022 Sales-based contract revenue Equipment package, net (point in time) $ 1,996,785 $ 807,323 Software bundle (over time) 1,174,599 573,576 Total sales-based contract revenue 3,171,384 1,380,899 Subscription-based lease revenue 2,320,984 2,634,866 Net revenue $ 5,492,368 $ 4,015,765 |
The table below details the subscription-based contract liability activity during the six months ended June 30, 2023 and 2022, included in the Other current liabilities. | During the six months ended June 30, 2023 and 2022, a total of $16,094 $156,784 The table below details the subscription-based contract liability activity during the six months ended June 30, 2023 and 2022, included in the Other current liabilities. Six Months Ended June 30, 2023 2022 Balance, beginning of period $ 21,145 $ 231,140 Additions — — Transfer to revenue (16,094 ) (156,784 ) Balance, end of period $ 5,051 $ 74,356 During the six months ended June 30, 2023 and 2022, a total of $822,974 $1,274,726 Six Months Ended June 30, 2023 2022 Balance, beginning of period $ 869,485 $ 752,526 Additions 1,319,224 1,655,760 Transfer to revenue (822,974 ) (1,274,726 ) Balance, end of period $ 1,365,735 $ 1,133,560 |
As of June 30, 2023, the aggregate amount of deferred revenue from subscription-based contracts and sales-based contracts allocated to performance obligations that are unsatisfied or partially satisfied | As of June 30, 2023, the aggregate amount of deferred revenue from subscription-based contracts and sales-based contracts allocated to performance obligations that are unsatisfied or partially satisfied $1,370,786 Years Ending December 31, Amount 2023 $ 830,967 2024 501,410 Thereafter 38,409 $ 1,370,786 |
The table below details the activity in these deferred installation costs during the periods ended June 30, 2023 and 2022, included in other assets in the accompanying unaudited consolidated balance sheet. | The table below details the activity in these deferred installation costs during the periods ended June 30, 2023 and 2022, included in other assets in the accompanying unaudited consolidated balance sheet. Six Months Ended June 30, 2023 2022 Balance, beginning of period $ 33,461 $ 68,901 Additions — — Transfer to expense (15,312 ) (21,225 ) Balance, end of period $ 18,149 $ 47,676 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
A summary of our Warrants activity and related information follows: | A summary of our Warrants activity and related information follows: Number of Shares Under Warrant Range of Warrant Price Per Share Weighted Average Exercise Price Weighted Average Remaining Contractual Life Balance at December 31, 2022 5,694,445 $ 0.01 0.03 $ 0.024 3.5 Granted — — — — Expired — — — — Canceled — — — — Balance at June 30, 2023 5,694,445 $ 0.01 0.03 $ 0.024 3.1 |
A summary of our stock option activity and related information follows: | A summary of our stock option activity and related information follows: Number of Shares Under Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Balance at December 31, 2022 40,817,477 $ 0.12 5.8 $ 526,425 Granted 545,000 0.06 9.7 3,000 Forfeited/Expired (35,000 ) (0.06 ) — — Exercised — — — — Balance at June 30, 2023 41,327,477 $ 0.12 5.5 $ 529,425 Vested and Exercisable at June 30, 2023 33,115,144 $ 0.13 4.8 $ 523,425 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other current assets consist of the following: | Other current assets consist of the following: June 30, December 31, Prepaid insurance $ 425,138 $ 36,639 Other prepaid expenses 21,483 34,381 TOTAL OTHER CURRENT ASSETS $ 446,621 $ 71,020 |
INVENTORY (Tables)
INVENTORY (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory consists of the following: | Inventory consists of the following: June 30, 2023 December 31, 2022 Inventory assets (finished goods) $ 147,673 $ 301,446 TOTAL INVENTORY $ 147,673 $ 301,446 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment consist of the following: | Property and equipment consist of the following: June 30, 2023 December 31, 2022 Network equipment $ 12,620,258 $ 12,620,258 Office equipment 236,372 234,430 Vehicles 232,411 232,411 Test equipment 230,365 230,365 Furniture 92,846 92,846 Warehouse equipment 9,523 9,523 Leasehold improvements 5,121 5,121 13,426,896 13,424,954 Less: accumulated depreciation (12,977,013 ) (12,782,395 ) TOTAL PROPERTY AND EQUIPMENT, NET $ 449,883 $ 642,559 |
INTANGIBLE AND OTHER ASSETS, _2
INTANGIBLE AND OTHER ASSETS, NET (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets consist of the following: | Intangible assets consist of the following: June 30, 2023 Cost Accumulated Amortization Net Patents and trademarks $ 1,213,850 $ 471,524 $ 742,326 Other intangible assets 20,237 13,154 7,083 TOTAL INTANGIBLE ASSETS $ 1,234,087 $ 484,678 $ 749,409 December 31, 2022 Cost Accumulated Amortization Net Patents and trademarks $ 1,213,850 $ 395,715 $ 818,135 Other intangible assets 85,896 83,925 1,971 TOTAL INTANGIBLE ASSETS $ 1,299,746 $ 479,640 $ 820,106 |
Other assets consist of the following: | Other assets consist of the following: June 30, 2023 Cost Accumulated Amortization Net Deferred installation costs $ 1,352,041 $ 1,333,893 $ 18,148 Deferred sales commission 243,687 165,280 78,407 Prepaid license fee 249,999 193,988 56,011 Security deposit 46,124 — 46,124 TOTAL OTHER ASSETS $ 1,891,851 $ 1,693,161 $ 198,690 December 31, 2022 Cost Accumulated Amortization Net Deferred installation costs $ 1,352,041 $ 1,318,580 $ 33,461 Deferred sales commissions 163,973 98,116 65,857 Prepaid license fee 249,999 185,792 64,207 Security deposit 46,124 — 46,124 TOTAL OTHER ASSETS $ 1,812,137 $ 1,602,488 $ 209,649 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Other current liabilities consist of the following: | Other current liabilities consist of the following: June 30, 2023 December 31, Accrued interest $ 14,225,278 $ 12,933,611 Accrued interest, related parties 391,278 337,027 Allowance for system removal 54,802 54,802 Accrued paid time off 131,612 154,776 Deferred officer compensation (1) 139,041 139,041 Deferred revenue 1,370,786 890,631 Other accrued liabilities 539,755 43,389 TOTAL OTHER CURRENT LIABILITIES $ 16,852,552 $ 14,553,277 (1) Salary for Steve Johnson, CEO, between February 15, 2018 and September 30, 2020. |
LEASE (Tables)
LEASE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Lease | |
Future lease payments included in the measurement of operating lease liability on the condensed consolidated balance sheet as of June 30, 2023, for the following five fiscal years and thereafter as follows: | Future lease payments included in the measurement of operating lease liability on the condensed consolidated balance sheet as of June 30, 2023, for the following five fiscal years and thereafter as follows: Quarter endingJune 30, 2023 Operating Leases Remaining 2023 $ 108,901 2024 221,070 2025 150,679 Total minimum lease payments 480,650 Less effects of discounting (72,223 ) Present value of future minimum lease payments $ 408,427 |
The following presents net reve
The following presents net revenues disaggregated by our business models: (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 3,710,109 | $ 1,696,736 | $ 5,492,368 | $ 4,015,765 |
Sales-based equipment package revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 1,837,088 | 1,996,785 | 807,323 | |
Sales-based software bundle revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 759,134 | 366,853 | 1,174,599 | 573,576 |
Sales-based contract revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 3,171,384 | 1,380,899 | ||
Subscription-based lease revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 1,113,887 | $ 1,329,883 | $ 2,320,984 | $ 2,634,866 |
BASIS OF PRESENTATION AND REC_4
BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Performance obligations | $ 1,370,786 | |
Remaining lease term | 38 months | |
Anti-dilutive common share equivalents excluded from EPS calculation | 47,021,922 | 183,586,301 |
Share-Based Payment Arrangement, Option [Member] | ||
Anti-dilutive common share equivalents excluded from EPS calculation | 41,327,477 | |
Warrant [Member] | ||
Anti-dilutive common share equivalents excluded from EPS calculation | 5,694,445 | |
Common Stock [Member] | ||
Anti-dilutive common share equivalents excluded from EPS calculation | 46,711,922 | |
Office Space [Member] | ||
Remaining lease term | 26 months | |
Subscription-Based Contract Liability [Member] | ||
Contract liability recognized as revenue | $ 16,094 | $ 156,784 |
Sales-Based Contract Liability [Member] | ||
Contract liability recognized as revenue | $ 822,974 | $ 1,274,726 |
The table below details the sub
The table below details the subscription-based contract liability activity during the six months ended June 30, 2023 and 2022, included in the Other current liabilities. (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Subscription-Based Contract Liability [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Balance, beginning of period | $ 21,145 | $ 231,140 |
Additions | ||
Transfer to revenue | (16,094) | (156,784) |
Balance, end of period | 5,051 | 74,356 |
Sales-Based Contract Liability [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Balance, beginning of period | 869,485 | 752,526 |
Additions | 1,319,224 | 1,655,760 |
Transfer to revenue | (822,974) | (1,274,726) |
Balance, end of period | $ 1,365,735 | $ 1,133,560 |
As of June 30, 2023, the aggreg
As of June 30, 2023, the aggregate amount of deferred revenue from subscription-based contracts and sales-based contracts allocated to performance obligations that are unsatisfied or partially satisfied (Details) | Jun. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations | $ 1,370,786 |
2023 [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations | 830,967 |
2024 [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations | 501,410 |
Thereafter [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations | $ 38,409 |
The table below details the act
The table below details the activity in these deferred installation costs during the periods ended June 30, 2023 and 2022, included in other assets in the accompanying unaudited consolidated balance sheet. (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Balance, beginning of period | $ 33,461 | $ 68,901 |
Additions | ||
Transfer to expense | (15,312) | (21,225) |
Balance, end of period | $ 18,149 | $ 47,676 |
GOING CONCERN, LIQUIDITY AND _2
GOING CONCERN, LIQUIDITY AND MANAGEMENT’S PLAN (Details Narrative) - USD ($) | 3 Months Ended | ||||||
May 24, 2023 | Mar. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | May 22, 2023 | Dec. 31, 2022 | Dec. 30, 2022 | |
Working capital | $ 35,257,400 | ||||||
Noteholders owning replacement notes | $ 18,000,000 | $ 26,200,000 | |||||
Debt to equity conversion (in dollars per share) | $ 0.10 | $ 0.10 | |||||
Common stock, authorized | 800,000,000 | 800,000,000 | 500,000,000 | ||||
Replacement Notes [Member] | |||||||
Noteholders owning replacement notes | $ 18,000,000 | $ 26,200,000 | |||||
Debt to equity conversion (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.10 | ||||
Noteholders owning replacement notes (in shares) | 180,000,000 | 262,000,000 |
A summary of our Warrants activ
A summary of our Warrants activity and related information follows: (Details) - Warrant [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding, beginning | shares | 5,694,445 |
Weighted average exercise price, beginning | $ 0.024 |
Warrant term, beginning | 3 years 6 months |
Warrants outstanding, ending | shares | 5,694,445 |
Weighted average exercise price, ending | $ 0.024 |
Warrant term, ending | 3 years 1 month 6 days |
Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant price, beginning | $ 0.01 |
Warrant price, ending | 0.01 |
Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant price, beginning | 0.03 |
Warrant price, ending | $ 0.03 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Equity [Abstract] | |
Options granted | shares | 545,000 |
Options granted, fair value | $ 29,700 |
Option exercise price | $ / shares | $ 0.06 |
Unrecognized estimated compensation expense | $ 89,355 |
Period for recognition of unrecognized compensation expense | 1 year 8 months 12 days |
A summary of our stock option a
A summary of our stock option activity and related information follows: (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Equity [Abstract] | |
Stock Options Outstanding, Beginning | shares | 40,817,477 |
Stock Options Outstanding, Weighted Average Exercise Price, Beginning | $ / shares | $ 0.12 |
Stock Options Outstanding, Weighted Average Remaining Contractual Life, Beginning | 5 years 9 months 18 days |
Stock Options Outstanding, Aggregate Intrinsic Value, Beginning | $ | $ 526,425 |
Stock Options Outstanding, Granted | shares | 545,000 |
Stock Options Outstanding, Weighted Average Exercise Price, Granted | $ / shares | $ 0.06 |
Stock Options Outstanding, Weighted Average Remaining Contractual Life, Granted | 9 years 8 months 12 days |
Stock Options Outstanding, Aggregate Intrinsic Value, Granted | $ | $ 3,000 |
Stock Options Outstanding, Forfeited/Expired | shares | (35,000) |
Stock Options Outstanding, Weighted Average Exercise Price, Forfeited/Expired | $ / shares | $ (0.06) |
Stock Options Outstanding, Ending | shares | 41,327,477 |
Stock Options Outstanding, Weighted Average Exercise Price, Ending | $ / shares | $ 0.12 |
Stock Options Outstanding, Weighted Average Remaining Contractual Life, Ending | 5 years 6 months |
Stock Options Outstanding, Aggregate Intrinsic Value, Ending | $ | $ 529,425 |
Stock Options Vested and Exercisable | shares | 33,115,144 |
Stock Options Vested and Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.13 |
Stock Options Vested and Exercisable, Weighted Average Remaining Contractual Life | 4 years 9 months 18 days |
Stock Options Vested and Exercisable, Aggregate Intrinsic Value | $ | $ 523,425 |
Other current assets consist of
Other current assets consist of the following: (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 425,138 | $ 36,639 |
Other prepaid expenses | 21,483 | 34,381 |
TOTAL OTHER CURRENT ASSETS | $ 446,621 | $ 71,020 |
Inventory consists of the follo
Inventory consists of the following: (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Inventory assets (finished goods) | $ 147,673 | $ 301,446 |
TOTAL INVENTORY | $ 147,673 | $ 301,446 |
Property and equipment consist
Property and equipment consist of the following: (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 13,426,896 | $ 13,424,954 |
Less: accumulated depreciation | (12,977,013) | (12,782,395) |
Total property and equipment , net | 449,883 | 642,559 |
Network Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 12,620,258 | 12,620,258 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 236,372 | 234,430 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 232,411 | 232,411 |
Test Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 230,365 | 230,365 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 92,846 | 92,846 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 9,523 | 9,523 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 5,121 | $ 5,121 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 194,618 | $ 264,106 |
Intangible assets consist of th
Intangible assets consist of the following: (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 1,234,087 | $ 1,299,746 |
Accumulated amortization | 484,678 | 479,640 |
Intangible assets, net | 749,409 | 820,106 |
Patents and Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,213,850 | 1,213,850 |
Accumulated amortization | 471,524 | 395,715 |
Intangible assets, net | 742,326 | 818,135 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 20,237 | 85,896 |
Accumulated amortization | 13,154 | 83,925 |
Intangible assets, net | $ 7,083 | $ 1,971 |
Other assets consist of the fol
Other assets consist of the following: (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Other assets noncurrent gross | $ 1,891,851 | $ 1,812,137 |
Accumulated amortization | 1,693,161 | 1,602,488 |
Other assets, net | 198,690 | 209,649 |
Deferred Installation Costs [Member] | ||
Other assets noncurrent gross | 1,352,041 | 1,352,041 |
Accumulated amortization | 1,333,893 | 1,318,580 |
Other assets, net | 18,148 | 33,461 |
Deferred Sales Commissions [Member] | ||
Other assets noncurrent gross | 243,687 | 163,973 |
Accumulated amortization | 165,280 | 98,116 |
Other assets, net | 78,407 | 65,857 |
Prepaid License Fee [Member] | ||
Other assets noncurrent gross | 249,999 | 249,999 |
Accumulated amortization | 193,988 | 185,792 |
Other assets, net | 56,011 | 64,207 |
Security Deposit [Member] | ||
Other assets noncurrent gross | 46,124 | 46,124 |
Accumulated amortization | ||
Other assets, net | $ 46,124 | $ 46,124 |
Other current liabilities consi
Other current liabilities consist of the following: (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |||
Accrued interest | $ 14,225,278 | $ 12,933,611 | |
Accrued interest, related parties | 391,278 | 337,027 | |
Allowance for system removal | 54,802 | 54,802 | |
Accrued paid time off | 131,612 | 154,776 | |
Deferred officer compensation | [1] | 139,041 | 139,041 |
Deferred revenue | 1,370,786 | 890,631 | |
Other accrued liabilities | 539,755 | 43,389 | |
TOTAL OTHER CURRENT LIABILITIES | $ 16,852,552 | $ 14,553,277 | |
[1]Salary for Steve Johnson, CEO, between February 15, 2018 and September 30, 2020. |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - Internal Revenue Service (IRS) [Member] | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Jan. 02, 2018 | |
Percentage of corporate tax rate | 21% | 35% | |
Percentage of operating loss carryforwards limitation | 80% |
AGREEMENT WITH PDL BIOPHARMA,_2
AGREEMENT WITH PDL BIOPHARMA, INC. (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
May 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | May 15, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Interest expense | $ 865,627 | $ 1,968,667 | $ 1,696,961 | $ 3,990,451 | ||||
Seventh Amendment to Credit Agreement [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Excess Cash Flow threshold for mandatory quarterly loan prepayment | $ 600,000 | |||||||
Cash threshold for mandatory monthly transfers to Inventory Reserve Account | 1,200,000 | |||||||
Inventory Reserve Account threshold for mandatory loan prepayment | $ 600,000 | |||||||
Prepayment percentage of gross debt proceeds | 100% | |||||||
Debt maturity date | Dec. 31, 2024 | |||||||
PDL Modification Agreement [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Interest expense | $ 802,125 | $ 775,000 | ||||||
PDL BioPharma, Inc. [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Debt instrument interest rate | 15.50% |
AGREEMENT WITH HEALTHCOR (Detai
AGREEMENT WITH HEALTHCOR (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||||
May 24, 2023 | Mar. 30, 2023 | Dec. 30, 2022 | Mar. 08, 2022 | Mar. 06, 2022 | Apr. 20, 2021 | Apr. 18, 2021 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jul. 01, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Debt to equity conversion (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.10 | ||||||||||
Noteholders owning replacement notes | $ 18,000,000 | $ 26,200,000 | |||||||||||
Interest expense | 865,627 | $ 1,968,667 | $ 1,696,961 | $ 3,990,451 | |||||||||
Interest incurred and paid in kind | 258,333 | 1,622,052 | |||||||||||
HealthCor Ninth Amendment Warrants [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Debt discount | 378,000 | 378,000 | |||||||||||
HealthCor Allonge No.3 Warrants [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Debt discount | 420,000 | 420,000 | |||||||||||
HealthCor Allonge No.4 Warrants [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Debt discount | $ 240,000 | 240,000 | |||||||||||
2011 Notes [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Interest expense | 0 | 1,406,760 | |||||||||||
2014 HealthCor Notes [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Percentage of principal suspended interest accrual | 100% | ||||||||||||
2015 Supplemental Notes [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Percentage of principal suspended interest accrual | 100% | ||||||||||||
Eighth Amendment Supplemental Closing Notes [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Percentage of principal suspended interest accrual | 100% | ||||||||||||
Tenth Amendment Supplemental Closing Notes [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Percentage of principal suspended interest accrual | 100% | ||||||||||||
Twelfth Amendment Supplemental Closing Notes [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Percentage of principal suspended interest accrual | 100% | ||||||||||||
Thirteenth Amendment Supplemental Closing Notes [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Percentage of principal suspended interest accrual | 100% | ||||||||||||
Replacement Notes [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Debt instrument additional value | $ 5,000,000 | ||||||||||||
Debt to equity conversion (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.10 | ||||||||||
Gain on troubled debt restructuring | $ 1,489,357 | ||||||||||||
Noteholders owning replacement notes | $ 18,000,000 | $ 26,200,000 | |||||||||||
Noteholders owning replacement notes (in shares) | 180,000,000 | 262,000,000 | |||||||||||
Replacement Notes [Member] | Tranche One [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Debt to equity conversion (in dollars per share) | $ 0.10 | ||||||||||||
Noteholders owning replacement notes | $ 36,000,000 | ||||||||||||
Conversion percentage | 50% | ||||||||||||
Noteholders owning replacement notes (in shares) | 180,000,000 | ||||||||||||
Replacement Notes [Member] | Tranche Two [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Debt to equity conversion (in dollars per share) | $ 0.10 | ||||||||||||
Noteholders owning replacement notes | $ 8,200,000 | ||||||||||||
Noteholders owning replacement notes (in shares) | 262,000,000 | ||||||||||||
HealthCor Note Extensions [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Issuance of warrants | 3,000,000 | 2,000,000 | |||||||||||
Exercise price of warrants | $ 0.09 | $ 0.23 | |||||||||||
Warrants expiration date | Mar. 08, 2032 | Apr. 20, 2031 | |||||||||||
Value of warrants | $ 240,000 | ||||||||||||
HealthCor Note Extensions [Member] | 2011 Notes [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Debt maturity date | Apr. 20, 2023 | Apr. 20, 2022 | Apr. 20, 2022 | Apr. 20, 2021 | |||||||||
HealthCor Note Extensions [Member] | 2012 Notes [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Debt maturity date | Apr. 20, 2023 | Apr. 20, 2022 | Apr. 20, 2022 | Jan. 30, 2022 | |||||||||
HealthCor Purchase Agreement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Interest incurred and paid in kind | $ 0 | $ 860,728 |
JOINT VENTURE AGREEMENT (Detail
JOINT VENTURE AGREEMENT (Details Narrative) - Rockwell [Member - Rockwell Note [Member] | Nov. 30, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Jan. 31, 2020 | Dec. 31, 2019 |
Second Rockwell Note Amendment [Member] | |||||
Debt maturity date | Dec. 31, 2020 | ||||
Debt previous payment due date | Dec. 31, 2019 | ||||
Debt revised payment due date | Jan. 31, 2020 | ||||
Third Rockwell Note Amendment [Member] | |||||
Debt previous payment due date | Jan. 31, 2020 | ||||
Debt revised payment due date | Feb. 10, 2020 | ||||
Fourth Rockwell Note Amendment [Member] | |||||
Debt previous payment due date | Mar. 31, 2020 | ||||
Debt revised payment due date | Apr. 16, 2020 | ||||
Fifth Rockwell Note Amendment [Member] | |||||
Debt maturity date | Dec. 31, 2021 | ||||
Term extension period | 1 year | ||||
Debt date of final required quarterly payment | Sep. 30, 2021 | ||||
Prior due date of quarterly payment | Dec. 31, 2020 | ||||
Sixth Rockwell Note Amendment [Member] | |||||
Debt maturity date | Mar. 31, 2022 | ||||
Debt previous payment due date | Dec. 31, 2021 | ||||
Debt revised payment due date | Mar. 31, 2022 |
Future lease payments included
Future lease payments included in the measurement of operating lease liability on the condensed consolidated balance sheet as of June 30, 2023, for the following five fiscal years and thereafter as follows: (Details) | Jun. 30, 2023 USD ($) |
Lease | |
Remaining 2023 | $ 108,901 |
2024 | 221,070 |
2025 | 150,679 |
Total minimum lease payments | 480,650 |
Less effects of discounting | (72,223) |
Present value of future minimum lease payments | $ 408,427 |
LEASE (Details Narrative)
LEASE (Details Narrative) | 6 Months Ended | |||
Mar. 04, 2020 | Sep. 08, 2009 ft² | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | |
Lease | ||||
Remaining lease term | 38 months | |||
Expiration of lease | Aug. 31, 2025 | Jun. 30, 2015 | Aug. 31, 2025 | |
Area of lease | ft² | 10,578 | |||
Rent expense | $ | $ 147,894 | $ 154,202 |