Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 29, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 35,032,845 | ||
Entity Common Stock, Shares Outstanding | 583,880,748 | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 89 | ||
Auditor Name | Rosenberg Rich Baker Berman, P.A. | ||
Auditor Location | Somerset, New Jersey |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and restricted cash | $ 1,145,871 | $ 420,166 |
Restricted cash | 100,000 | |
Accounts receivable | 1,167,934 | 948,328 |
Inventory | 294,435 | 301,446 |
Other current assets | 335,091 | 71,020 |
Total current assets | 2,943,331 | 1,840,960 |
Property and equipment, net | 317,626 | 642,559 |
Other Assets: | ||
Intangible assets, net | 406,301 | 820,106 |
Operating lease asset | 292,990 | 434,330 |
Other assets, net | 302,010 | 209,649 |
Total other assets | 1,001,301 | 1,464,085 |
Total assets | 4,262,258 | 3,947,604 |
Current Liabilities: | ||
Accounts payable | 598,095 | 650,796 |
Notes payable | 20,000,000 | 20,000,000 |
Notes payable - related parties | 700,000 | 700,000 |
Senior secured notes - related/non-related parties, net of debt discount and debt costs | 30,000,000 | |
Deferred revenue | 1,752,061 | 890,631 |
Accrued interest payable | 16,479,139 | 13,270,638 |
Operating lease liability | 188,184 | 175,520 |
Other current liabilities | 489,497 | 392,008 |
Total current liabilities | 40,206,976 | 66,079,593 |
Long-term Liabilities: | ||
Senior secured convertible notes - related/non-related parties; net of debt discount and debt costs | 12,369,168 | |
Senior secured convertible notes, net of debt discount and debt costs | 1,830,832 | |
Operating lease liability | 139,099 | 305,259 |
Other liability | 178,907 | 23,481 |
Total long-term liabilities | 318,006 | 14,528,740 |
Total liabilities | 40,524,982 | 80,608,333 |
Stockholders' Deficit: | ||
Preferred stock - par value $0.001; 20,000,000 shares authorized; no shares issued and outstanding | ||
Common stock - par value $0.001; 800,000,000 shares authorized; 583,880,748 issued and outstanding | 583,881 | 141,881 |
Additional paid in capital | 171,038,349 | 127,130,055 |
Accumulated deficit | (207,884,954) | (203,932,665) |
Total stockholders' deficit | (36,262,724) | (76,660,729) |
Total liabilities and stockholders' deficit | $ 4,262,258 | $ 3,947,604 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 800,000,000 | 500,000,000 |
Common stock, issued | 583,880,748 | 141,880,748 |
Common stock, outstanding | 583,880,748 | 141,880,748 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues: | ||
Total revenues | $ 9,684,618 | $ 7,901,341 |
Operating expenses: | ||
Cost of equipment | 407,309 | 245,532 |
Network operations | 2,746,302 | 2,477,123 |
General and administration | 3,239,940 | 3,101,172 |
Sales and marketing | 1,033,608 | 791,604 |
Research and development | 2,502,924 | 1,967,404 |
Depreciation and amortization | 442,837 | 588,928 |
Total operating expenses | 10,372,920 | 9,171,763 |
Operating income (loss) | (688,302) | (1,270,422) |
Other income and (expense) | ||
Interest expense | (3,208,500) | (6,262,051) |
Interest income | 19,031 | 497 |
Gain on trouble debt restructuring | 1,489,357 | |
Other income | ||
Total other income (expense) | (3,189,469) | (4,772,197) |
Loss before taxes | (3,877,771) | (6,042,619) |
Provision for income taxes | (74,518) | |
Net Loss | $ (3,952,289) | $ (6,042,619) |
Net loss per share, basic | $ (0.01) | $ (0.04) |
Net loss per share, diluted | $ (0.01) | $ (0.04) |
Weighted average number of common shares outstanding, basic | 448,488,967 | 141,880,748 |
Weighted average number of common shares outstanding, diluted | 448,488,967 | 141,880,748 |
Subscription-based lease revenue [Member] | ||
Revenues: | ||
Total revenues | $ 4,382,578 | $ 5,114,487 |
Sales-based equipment package revenue [Member] | ||
Revenues: | ||
Total revenues | 3,407,263 | 1,437,758 |
Sales-based software bundle revenue [Member] | ||
Revenues: | ||
Total revenues | $ 1,894,777 | $ 1,349,096 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - 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 common stock | $ 2,500 | 247,500 | 250,000 | |
Issuance of common stock (in shares) | 2,500,000 | |||
Issuance of warrants to purchase common stock | 240,000 | 240,000 | ||
Stock based compensation | 230,112 | 230,112 | ||
Debt to equity conversion at $0.10 | 41,360,076 | 41,360,076 | ||
Debt to equity conversion at $0.10 (in shares) | ||||
Net loss | (6,042,619) | (6,042,619) | ||
Ending balance, value at Dec. 31, 2022 | $ 141,881 | 127,130,055 | (203,932,665) | (76,660,729) |
Ending balance (in shares) at Dec. 31, 2022 | 141,880,748 | |||
Stock based compensation | 150,294 | 150,294 | ||
Debt to equity conversion at $0.10 | $ 442,000 | 43,758,000 | 44,200,000 | |
Debt to equity conversion at $0.10 (in shares) | 442,000,000 | |||
Net loss | (3,952,289) | (3,952,289) | ||
Ending balance, value at Dec. 31, 2023 | $ 583,881 | $ 171,038,349 | $ (207,884,954) | $ (36,262,724) |
Ending balance (in shares) at Dec. 31, 2023 | 583,880,748 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Stockholders' Equity [Abstract] | ||
Debt to equity conversion (in dollars per share) | $ 0.10 | $ 0.10 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (3,952,289) | $ (6,042,619) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation | 334,676 | 501,521 |
Amortization of intangible assets | 77,330 | 51,967 |
Impairment of intangible assets | 334,358 | 0 |
Amortization of deferred installation costs | 47,224 | 51,833 |
Amortization of debt discount | 1,480,626 | |
Non-cash lease expense | 141,340 | 120,820 |
Interest incurred and paid in kind | 4,781,424 | |
Stock based compensation related to options granted and warrants issued | 150,294 | 230,112 |
Gain on extinguishment of debt | (1,489,357) | |
Loss on disposal of assets | 7,048 | |
Loss on disposal of intangibles | 38,325 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (219,607) | (15,128) |
Inventory | 7,011 | 47,770 |
Other current assets | (264,070) | 164,501 |
Accounts payable | (50,584) | 236,463 |
Accrued interest | 3,208,500 | (114,290) |
Other current liabilities | 97,489 | (232,374) |
Deferred revenue | 1,032,296 | (93,037) |
Deferred sales commissions | (93,906) | 38,080 |
Operating lease liability | (153,496) | (126,724) |
Net cash provided by (used in) operating activities | 703,614 | (370,087) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (16,791) | (5,189) |
Payment for deferred installation costs | (45,679) | |
Net cash used in investing activities | (62,470) | (5,189) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from board investment | 250,000 | |
Repayment of notes payable | (13,786) | |
Repayment of vehicle loan | (15,439) | |
Net cash flows provided by (used) in financing activities | (15,439) | 236,214 |
Increase in cash | 625,705 | (139,062) |
Cash and restricted cash, beginning of year | 520,166 | 659,228 |
Cash and restricted cash (2022 only), end of year | 1,145,871 | 520,166 |
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITES: | ||
Cancellation of accrued interest | 47,395,000 | |
Issuance of warrants for debt discount | 240,000 | |
Non-cash debt-to-equity conversion | $ 44,200,000 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION CareView Communications, Inc., a Nevada corporation (“CareView”, the “Company”, “we”, “us” or “our”), was originally formed in California on July 8, 1997 under the name Purpose, Inc., changing our name to Ecogate, Inc. in April 1999, and CareView Communications, Inc. in October 2007. We began our current operation in 2003 as a healthcare information technology company with a patented patient monitoring and entertainment system. Our business consists of a single segment of products and services all of which are sold and provided within the United States. Description of Business and Products CareView’s video monitoring solutions include the following: SitterView® and TeleMedView allow hospital staff to use CareView’s video cameras to observe and communicate with patients remotely. TeleMedView leverages the CareView Mobile Controller’s built-in monitor and can work with the CareView Portable Controller as well. Our CareView Patient Safety System® suite of video monitoring, guest services, and related applications connect patients, families and healthcare providers. CareView's video monitoring system connects the patient room to a touchscreen monitor at the nursing station or a mobile handheld device allowing the nursing staff to maintain a level of visual contact with each patient. We also provide a suite of services including on-demand movies, Internet access via the patient's television, and video visits with family and friends. CareView Connect TM Principles of Consolidation The accompanying consolidated financial statements include the accounts of CareView and CareView Communications, Inc., a Texas corporation, our wholly owned subsidiary. All inter-company balances and transactions have been eliminated in consolidation. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Restricted Cash During 2022, the Company maintained $100,000 $794,000 $250,000 Trade Accounts Receivable Trade accounts receivable are customer obligations due under normal trade terms. We provide an allowance for credit losses, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Trade accounts receivable past due more than 90 days are considered delinquent. Delinquent receivables are written off based on individual credit evaluations, results of collection efforts, and specific circumstances of the customer. Recoveries of accounts previously written off are recorded as reductions of bad debt expense when received. At December 31, 2023 and 2022, an allowance for credit losses of $ 0 0 Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation. Maintenance costs, which do not significantly extend the useful lives of the respective assets, and repair costs are charged to operating expense as incurred. We include network equipment in fixed assets upon receipt and begin depreciating such equipment when it passes our incoming inspection and is available for use. We attribute no salvage value to the network equipment and depreciation is computed using the straight-line method based on the estimated useful life of seven years three years five years Inventories Inventory is valued at the lower of cost, determined on a first-in, first-out (FIFO), or net realizable value. Inventory items are analyzed to determine cost and net realizable value, and appropriate valuation adjustments are then established. See Note 6 for more details. Allowance for System Removal On occasion, the Company will remove subscription equipment from its larger customer premises due to contract expiration/non-renewal. When the equipment is removed, the costs for removal are calculated and recorded against the allowance. At December 31, 2023 and 2022, an allowance of $ 54,802 54,802 Impairment of Long-Lived Assets Carrying values of property and equipment and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. Such events or circumstances include, but are not limited to: ● significant declines in an asset’s market price; ● significant deterioration in an asset’s physical condition; ● significant changes in the nature or extent of an asset’s use or operation; ● significant adverse changes in the business climate that could impact an asset’s value, including adverse actions or assessments by regulators; ● accumulation of costs significantly in excess of original expectations related to the acquisition or construction of an asset; ● current-period operating, or cash flow losses combined with a history of such losses, or a forecast that demonstrates continuing losses associated with an asset’s use; and ● expectations that it is more likely than not that an asset will be sold or otherwise disposed of significantly before the end of our previously estimated useful life. If impairment indicators are present, we determine whether an impairment loss should be recognized by testing the applicable asset or asset groups’ carrying value for recoverability. This test requires long-lived assets to be grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, the determination of which requires judgment. We estimate the undiscounted future cash flows expected to be generated from the use and eventual disposal of the assets and compare that estimate to the respective carrying values in order to determine if such carrying values are recoverable. This assessment requires the exercise of judgment in assessing the future use of and projected value to be derived from the eventual disposal of the assets to be held and used. Assessments also consider changes in asset utilization, including the temporary idling of capacity and the expected timing for placing this capacity back into production. If the carrying value of the asset is not recoverable, then a loss is recorded for the difference between the assets’ fair value and respective carrying value. The fair value of the asset is determined using an “income approach” based upon a forecast of all the expected discounted future net cash flows associated with the subject assets. Some of the more significant estimates and assumptions include market size and growth, market share, projected selling prices, manufacturing cost and discount rate. Our estimates are based upon our past experience, our commercial relationships, market conditions and available external information about future trends. We believe our current assumptions and estimates are reasonable and appropriate; however, unanticipated events and changes in market conditions could affect such estimates resulting in the need for an impairment charge in future periods. For the year ended December 31, 2023, $ 334,359 Research and Development Research and development costs are expensed as incurred. Costs regarding the development of software to be sold, leased or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. We did not capitalize any such costs during the years ended December 31, 2023, and 2022. Intellectual Property We capitalize certain costs of developing software upon the establishment of technological feasibility and prior to the availability of the product for general release to customers for our CareView Patient Safety System in accordance with GAAP. Capitalized costs are reported at the lower of unamortized cost or net realizable value and are amortized over the estimated useful life of the CareView Patient Safety System not to exceed five year Patents and Trademarks We amortize our intangible assets with a finite life on a straight-line basis, over 10 years 20 years Fair Value of Financial Instruments Our financial instruments consist primarily of receivables, accounts payable, accrued expenses and short and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximate our fair value because of the short-term maturity of such instruments, and they are considered Level 1 assets under the fair value hierarchy. We have elected not to carry our debt instruments at fair value. The carrying amount of our debt approximates fair value. Interest rates that are currently available to us for issuance of short- and long-term debt with similar terms. Remaining maturities are used to estimate the fair value of our short- and long-term debt and would be considered Level 3 inputs under the fair value hierarchy. We have categorized our assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy in accordance with GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). Assets and liabilities recorded in the consolidated balance sheets at fair value are categorized based on a hierarchy of inputs, as follows: Level 1 Level 2 Level 3 At December 31, 2023, and 2022, we had no financial assets and liabilities reported at fair value. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized when the rate change is enacted. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. In accordance with GAAP, we recognize the effect of uncertain income tax positions only if the positions are more likely than not of being sustained in an audit, based on the technical merits of the position. Recognized uncertain income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which those changes in judgement occur. We recognize both interest and penalties related to uncertain tax positions as part of the income tax provision. Revenue Recognition We 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”). The Company earns sales-based contract revenue from services rendered under specific agreements, which hinge on a third-party reseller who possesses the exclusive authority to engage directly with veteran-owned hospitals. Evaluating the Company's role in these contracts necessitates assessing whether it functions as the principal or agent, a determination that involves analyzing the extent of control the Company wields over the contracts. Following its assessment, the Company reports revenue from services provided under such contracts on a gross basis. This decision is justified by the Company's primary responsibility to fulfill the contractual obligations, including delivery and installation of equipment and software, training, and its control over other services within the contract period. Furthermore, the Company directly sets the contract price with its customers based on the services outlined in the statement of work. As the Company is responsible for fulling this promise and maintains control, the Company is acting as the principal. Disaggregation of Revenue The following presents gross revenues disaggregated by our business models: For the years ended December 31, Sales-based contract revenue 2023 2022 Equipment package (point in time) $ 3,407,263 $ 1,437,758 Software bundle (over time) 1,894,777 1,349,096 Total sales-based contract revenue 5,302,040 2,786,854 Subscription-based license revenue 4,382,578 5,114,487 Gross revenue $ 9,684,618 $ 7,901,341 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 sheet 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 sheet and recognized into revenues as either a point in time or over time. During the years ended December 31, 2023, and 2022, a total of $ 21,145 240,302 The table below details the subscription-based contract liability activity during the years ended December 31, 2023, and 2022, included in the Other current liabilities. For the years ended 2023 2022 Balance, beginning of period $ 21,145 $ 231,141 Additions — 30,306 Transfer to revenue (21,145) (240,302) Balance, end of period $ — $ 21,145 During the years ended December 31, 2023, and 2022, a total of $ 1,894,777 1,838,056 For the years ended December 31, 2023 2022 Balance, beginning of period $ 869,485 $ 752,526 Additions 2,948,217 1,955,015 Transfer to revenue (1,894,777 ) (1,838,056 ) Balance, end of period $ 1,922,925 $ 869,485 As of December 31, 2023, the aggregate amount of deferred revenue from subscription-based contracts and sales-based contracts allocated to performance obligations that are unsatisfied or partially satisfied is approximately $ 1,922,925 Years Ending December 31, Amount 2024 $ 1,752,061 2025 170,864 Thereafter — $ 1,922,925 Based on our contracts, except for initial equipment sales, we invoice customers once our performance obligations have been satisfied, at which point payment is unconditional. Accounts receivable is recorded when the right to consideration becomes unconditional and are reported accordingly our consolidated financial statements. We defer and capitalize all costs associated with the installation of the CareView System into a healthcare facility until the CareView System is fully operational and accepted by the healthcare facility. Installation costs are specifically identifiable based on the amounts we are charged from third party installers or directly identifiable labor hours incurred for each installation. Upon acceptance, the associated costs are expensed on a straight-line basis over the life of the contract with the healthcare facility. These costs are included in network operations on the accompanying consolidated statements of operations. The table below details the activity in these deferred installation costs during the years ended December 31, 2023, and 2022, included in other assets in the accompanying consolidated balance sheet. For the years ended 2023 2022 Balance, beginning of period $ 33,461 $ 68,901 Additions 45,679 — Transfer to expense (30,831) (35,440) Balance, end of period $ 48,309 $ 33,461 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 20 months Earnings Per Share We calculate earnings per share (“EPS”) in accordance with GAAP, which requires the computation and disclosure of two EPS amounts, basic and diluted. Basic EPS is computed based on the weighted average number of common shares outstanding during the period. Diluted EPS is computed based on the weighted average number of common shares outstanding plus all potentially dilutive common shares outstanding during the period under the treasury stock method. Such potential dilutive common shares consist of stock options, warrants to purchase our Common Stock (the “Warrants”) and convertible debt. Potential common shares totaling approximately 44,178,422 488,511,922 44,178,422 38,483,977 5,694,445 Stock Based Compensation We recognize compensation expense for all share-based payments granted and amended based on the grant date fair value estimated in accordance with GAAP. Compensation expense is generally recognized on a straight-line basis over the employee’s requisite service period based on the award’s estimated lives for fixed awards with ratable vesting provisions. Debt Discount Costs Costs incurred with parties who are providing long-term financing, with Warrants issued with the underlying debt, are reflected as a debt discount based on the relative fair value of the debt and Warrants. These discounts are generally amortized over the life of the related debt, using the effective interest rate method or other methods approximating the effective interest method. Additionally, convertible debt issued with a beneficial conversion feature is recorded at a discount based on the difference in the effective conversion price and the fair value of the Company’s stock on the date of issuance, if any. Outstanding debt is presented net of any such discounts on the accompanying consolidated financial statements. Deferred Debt Issuance and Debt Financing Costs Costs incurred through the issuance of Warrants to parties who are providing long-term financing availability, which includes revolving credit lines, are reflected as deferred debt issuance based on the fair value of the Warrants issued. Costs incurred with third parties related to issuance of debt are recorded as deferred financing costs. These costs are generally amortized over the life of the financing instrument using the effective interest rate method or other methods approximating the effective interest method. Amounts associated with our senior secured convertible notes are netted with the outstanding debt on the accompanying consolidated financial statements while amount associated with credit facilities are presented in other assets on the accompanying consolidated statements of operations. Shipping and Handling Costs We expense all shipping and handling costs as incurred. These costs are included in network operations on the accompanying consolidated statements of operations. Advertising Costs We consider advertising costs as costs associated with the promotion of our products through the various media outlets and trade shows. We expense all advertising costs as incurred. Our advertising expense for the years ended December 31, 2023, and 2022, totaled approximately $ 335,000 111,000 Concentration of Credit Risks and Customer Data In 2023, our revenue was driven significantly by two customers, accounting for 17 13 12 21 Use of Estimates Our financial statements have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates, including those related to contingencies, on an ongoing basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Recently Issued and Newly Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU 2020-06 amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting this standard. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments — Credit Losses (Topic 326) (“ASU 2016-13”). ASU 2016-13 modifies the measurement of expected credit losses of certain financial instruments, requiring entities to estimate an expected lifetime credit loss on financial assets. The ASU amends the impairment model to utilize an expected loss methodology and replaces the incurred loss methodology for financial instruments including trade receivables. The amendment requires entities to consider other factors, such as historical loss experience, current conditions and reasonable and supportable forecasts. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which deferred the effective date of the new guidance by one year to fiscal years beginning after December 15, 2022, with early adoption permitted. In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments – Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures, which eliminate the accounting guidance for TDRs by creditors in Subtopic 310-40. Rather than applying the recognition and measurement guidance for TDRs, an entity must apply the loan refinancing and restructuring guidance in paragraphs 310-20-35-9 through 35-11 to determine whether a modification results in a new loan or a continuation of an existing loan. The effective date for this amendment is upon adoption of ASU 2016-13 and should be applied prospectively, with option of a modified retrospective transition method. The Company has successfully implemented Accounting Standard 2016-13, Topic 326, and after careful consideration, management has concluded that the adoption did not result in a material impact on the financial position, results of operations, or cash flows of the Company. The Company will continue to monitor and assess the impact of this standard in subsequent reporting periods and provide any necessary updates as required by accounting regulations. |
GOING CONCERN, LIQUIDITY AND MA
GOING CONCERN, LIQUIDITY AND MANAGMENTS PLANS | 12 Months Ended |
Dec. 31, 2023 | |
Going Concern Liquidity And Managments Plans | |
GOING CONCERN, LIQUIDITY AND MANAGMENTS PLANS | NOTE 3 – GOING CONCERN, LIQUIDITY AND MANAGMENTS PLANS Accounting standards require management to evaluate our ability to continue as a going concern for a period of one year after the date of the filing of this Form 10-K (“evaluation period”). 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 year ended December 31, 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 the year ended December 31, 2023, the Company had a working capital deficit of $ 37,122,344 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, noteholders 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 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 | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 4 – STOCKHOLDERS’ EQUITY Preferred Stock At December 31, 2023, and 2022, we had 20,000,000 0.001 zero Common Stock At December 31, 2023 and 2022, we had 800,000,000 500,000,000 0.001 583,880,748 141,880,748 18,000,000 180,000,000 0.10 36,000,000 fifty 0.10 180,000,000 8,200,000 0.10 262,000,000 250,000 2,500,000 0.10 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. Active Warrant Holders A summary of our Warrants activity and related information follows: Number of Shares Range of Warrant Price Per Share Weighted Weighted Average Remaining Contractual Life Balance at December 31, 2021 18,050,458 $ 0.01 0.53 $ 0.74 4.2 Granted 3,000,000 0.09 0.09 9.2 Expired (1,151,206 ) 0.32 0.32 2.3 Canceled (14,204,807 ) 0.52 0.52 — Balance at December 31, 2022 5,694,445 $ 0.01 0.03 $ 0.024 3.5 Granted — — — — Expired — — — — Canceled — — — — Ending Balance at December 31, 2023 5,694,445 $ 0.01 0.03 $ 0.024 2.6 Warrant Activity During 2022 (see Note 14) In March 2022, we issued, 1,397,400 ten 125,766 0.09 In March 2022, we issued 1,602,600 ten 144,234 0.09 In December 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”) Stock Options The Company’s Stock Incentive Plans include the CareView Communications, Inc.’s 2007 Stock Incentive Plan (“2007 Plan”), 2009 Stock Incentive Plan (the “2009 Plan”), 2015 Stock Option Plan (the “2015 Plan”), 2016 Stock Option Plan (the “2016 Plan”), and 2020 Stock Option Plan ( the “2020 Plan”) pursuant to which 8,000,000 10,000,000 5,000,000 20,000,000 20,000,000 three years ten years At December 31, 2023, Plan Options to purchase 8,000,000 zero 10,000,000 zero 4,419,945 580,055 19,051,064 948,936 15,180,191 4,819,809 The valuation methodology used to determine the fair value Plan Options (the “Option(s)”) issued was the Black- Scholes Model. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the weighted average expected term of the options. A summary of our stock option activity and related information follows: Number of Weighted Weighted Aggregate Balance at December 31, 2022 40,817,477 $ 0.12 5.8 $ 526,425 Granted 1,074,500 0.05 9.5 — Expired (3,063,000 ) 0.49 — — Canceled (345,000 ) 0.07 — — Balance at December 31, 2023 38,483,977 $ 0.09 5.2 $ 314,925 Vested and Exercisable at December 31, 2023 37,178,810 $ 0.09 5.1 $ 314,925 Share-based compensation expense for Options charged to our operating results for the twelve months ended December 31, 2023, and 2022 were $ 150,294 230,112 At December 31, 2023, total unrecognized estimated compensation expense related to non-vested Options granted was $ 68,391 2.2 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 5 – INCOME TAXES In assessing the realizability of deferred tax asset, including the net operating loss carryforwards (NOLs), the Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize its existing deferred assets. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period when those temporary differences become deductible. Based on its assessment, the Company has provided a full valuation allowance against its net deferred tax assets as their future utilization remains uncertain at this time. During the years ended December 31, 2023 and 2022, the deferred tax valuation allowance increased / (decreased) by $ 24,114,281 (7,601,775) At December 31, 2023, we had approximately $ 86,291,000 2028 The Company applies the FASB's provisions for uncertain tax positions. The Company utilizes the two-step process to determine the amount of recognized tax benefit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties associated with uncertain tax positions as a component of income tax expense. As of December 31, 2023, management does not believe the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year. The provision for income taxes consists of the following: 2023 2022 Current: Federal $ — $ — State income tax, net of federal benefit 74,518 6,045 Sub-total: 74,518 6,045 Deferred: Federal — — State income tax, net of federal benefit — — Sub-total: — — Total $ 74,518 $ 6,045 Schedule of income tax reconciliation Years Ended December 31, 2023 2022 Expected income tax benefit at statutory rate $ (814,332 ) $ (1,204,155 ) Debt discount amortization — 55,539 Permanently disallowed interest 1,329,688 314,510 Non-taxable debt forgiveness income — (494,332 ) Deferred tax adjustments (24,443,804 ) 9,019,593 State income tax, net of federal benefit (115,509 ) 4,776 Other reconciling items 4,194 1,390 Change in valuation account 24,114,281 (7,871,276 ) Income tax expense (benefit) $ 74,518 $ 6,045 The components of the deferred tax assets and liabilities are as follows: December 31, 2023 2022 Deferred Tax Assets (Liabilities): Tax benefit of net operating loss carry-forward $ 43,401,395 $ 19,261,098 Accrued interest 864,050 1,522,314 Stock based compensation 734,667 342,341 Intangible assets (10,922 ) 14,723 Fixed assets 3,991 103,619 Accrued liabilities 52,601 67,600 Capitalized research expenses 649,695 — Research and development credit carry-forward 1 1 Total deferred tax assets 45,695,478 21,311,696 Valuation allowance for deferred tax assets (45,695,478) (21,311,696) Deferred tax assets, net of valuation allowance $ — $ — |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 6 – INVENTORY Inventory is valued at the lower of cost, determined on a first-in, first-out (FIFO), or net realizable value. Inventory items are analyzed to determine cost and net realizable value and appropriate valuation adjustments are then established. Inventory consists of the following: December 31, 2023 2022 Equipment/components $ 294,435 $ 301,446 TOTAL INVENTORY $ 294,435 $ 301,446 |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 7 – OTHER CURRENT ASSETS Other current assets consist of the following: December 31, 2023 2022 Prepaid insurance $ 180,267 $ — Other prepaid expenses 62,843 71,020 Sales tax overpayment 91,981 — TOTAL OTHER CURRENT ASSETS $ 335,091 $ 71,020 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 8 - PROPERTY AND EQUIPMENT Property and equipment consist of the following: December 31, 2023 2022 Network equipment $ 9,204,511 $ 12,620,258 Office equipment 241,955 234,429 Vehicles 133,616 232,411 Test equipment 230,365 230,365 Furniture 92,097 92,846 Warehouse equipment 18,788 9,524 Leasehold improvements 5,121 5,121 9,926,453 13,424,954 Less: accumulated depreciation (9,608,827 ) (12,782,395 ) TOTAL PROPERTY AND EQUIPMENT $ 317,626 $ 642,559 Depreciation expense for the years ended December 31, 2023, and 2022, was $ 334,676 501,521 |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | NOTE 9 – OTHER ASSETS Intangible assets consist of the following: December 31, 2023 Cost Accumulated Net Patents and trademarks $ 879,492 $ 478,250 $ 401,242 Other intangible assets 20,237 15,178 5,059 TOTAL INTANGIBLE ASSETS $ 899,729 $ 493,428 $ 406,301 December 31, 2022 Cost Accumulated 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 Amortization expense for the years ended December 31, 2023, and 2022, was $ 79,447 51,967 334,358 0 Other assets consist of the following: December 31, 2023 Cost Accumulated Net Deferred installation costs $ 1,397,720 $ 1,349,410 $ 48,310 Deferred Sales Commissions 439,221 279,459 159,762 Prepaid license fee 249,999 202,185 47,814 Security deposit 46,124 — 46,124 TOTAL OTHER ASSETS $ 2,133,064 $ 1,831,054 $ 302,010 December 31, 2022 Cost Accumulated 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 | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 10 – OTHER CURRENT LIABILITIES Other current liabilities consist of the following: Schedule of other current liabilities December 31, 2023 2022 Allowance for system removal 54,802 54,802 Accrued paid time off 164,566 154,776 Deferred officer compensation (1) 49,528 139,041 Other accrued liabilities 220,601 43,389 TOTAL OTHER CURRENT LIABILITIES $ 489,497 392,008 (1) Remaining salary payable for Steve Johnson, CEO, between February 15, 2018, and September 30, 2020. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11– COMMITMENTS AND CONTINGENCIES Debt Maturity As of December 31, 2023, future debt payments due are as follows: Schedule of future debt payments Years Total Loan Payable 2024 Related Party $ 700,000 $ 700,000 Other 20,000,000 20,000,000 Total $ 20,700,000 $ 20,700,000 Accrued interest due related parties totaled $ 445,528 337,028 Consent and Agreement to Cancel and Exchange Existing Notes and Warrants On December 30, 2022, CareView Communications, Inc. (“CareView” or the “Company”) entered into a consent and agreement to cancel and exchange existing notes and issue replacement notes and cancel warrants (the “Cancellation Agreement”) with certain holders (the “Investors”) of senior secured convertible promissory notes (“Notes”) and warrants (“Warrants”) to purchase the Company’s common stock, that were issued pursuant to that certain Note and Warrant Purchase Agreement, dated as of April 21, 2011 (as amended, modified, or supplemented from time to time) (the “Purchase Agreement”). The Cancellation Agreement provided for the cancellation of all outstanding Notes (with a total aggregate outstanding amount of approximately $ 87,376,000 14,204,000 44,200,000 On March 30, 2023, HealthCor noteholders owning an aggregate of $ 36,000,000 fifty 0.10 180,000,000 $6,394,168 $1,805,832 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 |
LEASE
LEASE | 12 Months Ended |
Dec. 31, 2023 | |
Lease | |
LEASE | NOTE 12– LEASE Operating Lease The Company has an operating lease primarily consisting of office space with a remaining lease of 20 On March 4, 2020, we entered into the Fourth Amendment to Commercial Lease Agreement (the “Lease Extension”), wherein we extended the Lease through August 31, 2025 five The Company has reassessed the discount rate at the remeasurement date, at 14.8 295,223 279,005 Lease Position Operating lease asset and liability for our operating lease were recorded in the consolidated balance sheet as follows: December 31, 2023 Assets Operating lease asset $ 292,990 Total lease asset $ 292,990 Liabilities Current liabilities: Operating lease liability $ 188,184 Long-term liabilities: Operating lease liability, net of current portion $ 139,099 Total lease liability $ 327,283 Undiscounted Cash Flows Future lease payments included in the measurement of operating lease liability on the consolidated balance sheet as of December 31, 2023, for the following five fiscal years and thereafter as follows: Year ending Operating 2024 221,069 2025 150,680 Total minimum lease payments 371,749 Less effects of discounting (44,466 ) Present value of future minimum lease payments $ 327,283 Cash Flows The table below presents certain information related to the cash flows for the Company’s operating lease for twelve months ending December 31, 2023: Twelve Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 306,803 |
AGREEMENT WITH PDL BIOPHARMA, I
AGREEMENT WITH PDL BIOPHARMA, INC. | 12 Months Ended |
Dec. 31, 2023 | |
Agreement With Pdl Biopharma Inc. | |
AGREEMENT WITH PDL BIOPHARMA, INC. | NOTE 13– AGREEMENT WITH PDL BIOPHARMA, INC. On June 26, 2015, we entered into a Credit Agreement (as subsequently amended) with PDL BioPharma, Inc. ("PDL"), as administrative agent and lender ("the Lender") (the "PDL Credit Agreement"). Under the PDL Credit Agreement the Lender made available to us up to $ 40 20 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 On September 30, 2023 (the “Effective Date”), the Company, the Borrower, the Lender, Steven G. Johnson, President and Chief Executive Officer of the Company, and Dr. James R. Higgins, a director of the Company, entered into an Eighth Amendment to Credit Agreement (the “Eighth Credit Agreement Amendment”), pursuant to which the parties agreed to amend the Credit Agreement to modify certain texts originating within the Seventh Credit Agreement. Stricken texts include “all accrued but unpaid interest (including interest accrued but unpaid prior to the Effective Date and excluding interest payable on the Maturity Date, in connection with any prepayment, or in the event of an Event of Default, which interest will be payable in cash) accruing on Tranche One Loans and Tranche Three Loans will be paid-in-kind on each Interest Payment Date by being added to the aggregate principal balance of the respective loans in arrears on each Interest Payment Date.” Additional texts include Release of Claims, which “in consideration of the Lender’s and Agent’s agreements contained in this Amendment, each of Holdings, the Borrower and the Subsidiary Guarantor hereby releases and discharges the Lender and the Agent and their affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, consultants and attorneys (each, a “Released Person”) of and from any and all other claims, suits, actions, investigations, proceedings or demands, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or character, known or unknown, which Holdings, the Borrower or the Subsidiary Guarantor ever had or now has against the Agent, any Lender or any other Released Person which relates, directly or indirectly, to any acts or omissions of the Agent, any Lender or any other Released Person relating to the Credit Agreement or any other Loan Document on or prior to the date hereof.” Accounting Treatment In connection with the PDL Credit Agreement, as amended, we issued the PDL Warrant to the Lender. As of December 31, 2023, the Amended PDL Warrant has not been exercised. Due to the PDL Eighth Credit Agreement Amendment, the calculations for the “interest paid-in-kind” and quarterly “prepayment(s)” were removed effective with the year ending on December 31, 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 Eighth 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 | 12 Months Ended |
Dec. 31, 2023 | |
Agreement With Healthcor | |
AGREEMENT WITH HEALTHCOR | NOTE 14 – AGREEMENT WITH HEALTHCOR On April 21, 2011, we entered into a Note and Warrant Purchase Agreement (as subsequently amended) with HealthCor Partners Fund, LP (“HealthCor Partners”) and HealthCor Hybrid Offshore Master Fund, LP (“HealthCor Hybrid” and, together with HealthCor Partners, “HealthCor”) (the “HealthCor Purchase Agreement”). Pursuant to the terms of the HealthCor Purchase Agreement, we sold and issued Senior Secured Convertible Notes to HealthCor in the principal amount of $ 9,316,000 10,684,000 April 20, 2021 5,488,456 6,294,403 1.40 12.5 10 5 On March 8, 2022, we agreed with the HealthCor Parties to (i) amend the 2011 HealthCor Notes to extend the maturity date of the 2011 HealthCor Notes from April 20, 2022 April 20, 2023 April 20, 2022 April 20, 2023 3,000,000 0.09 March 8, 2032 Also on March 8, 2022, in connection with the 2022 HealthCor Note Extensions and the issuance of the 2022 HealthCor Warrants, we entered into a Consent and Agreement Pursuant to Note and Warrant Purchase Agreement (the “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 2022 HealthCor Note Extensions, (ii) the Majority Holders consented to the issuance of the 2022 HealthCor Warrants and (iii) the parties agreed that the holders of the 2022 HealthCor Warrants would have registration rights for the shares of Common Stock issuable upon exercise of the 2022 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”). Also on March 8, 2022, the Company issued to the HealthCor Parties the 2022 HealthCor Warrants to purchase an aggregate of 3,000,000 0.09 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 agree 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 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 On March 30, 2023, HealthCor noteholders owning an aggregate of $ 36,000,000 fifty 0.10 180,000,000 $6,394,168 $1,805,832 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 0 0 0 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 |
JOINT VENTURE AGREEMENT
JOINT VENTURE AGREEMENT | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
JOINT VENTURE AGREEMENT | NOTE 15 – JOINT VENTURE AGREEMENT On December 31, 2019, the Company and Rockwell entered into a Second Amendment to the Rockwell Note (the “Second Rockwell Note Amendment”) pursuant to which Rockwell agreed to extend the term of the Rockwell Note by one year, to December 31, 2020, and agreed to extend the time to make the quarterly payment that would otherwise be due on December 31, 2019 January 31, 2020 As of March 31, 2022, the Rockwell Note was paid off. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS March 5, 2024, the board of directors approved 29,837,858 0.06 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Cash and Restricted Cash | Cash and Restricted Cash During 2022, the Company maintained $100,000 $794,000 $250,000 |
Trade Accounts Receivable | Trade Accounts Receivable Trade accounts receivable are customer obligations due under normal trade terms. We provide an allowance for credit losses, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Trade accounts receivable past due more than 90 days are considered delinquent. Delinquent receivables are written off based on individual credit evaluations, results of collection efforts, and specific circumstances of the customer. Recoveries of accounts previously written off are recorded as reductions of bad debt expense when received. At December 31, 2023 and 2022, an allowance for credit losses of $ 0 0 |
Property and Equipment | Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation. Maintenance costs, which do not significantly extend the useful lives of the respective assets, and repair costs are charged to operating expense as incurred. We include network equipment in fixed assets upon receipt and begin depreciating such equipment when it passes our incoming inspection and is available for use. We attribute no salvage value to the network equipment and depreciation is computed using the straight-line method based on the estimated useful life of seven years three years five years |
Inventories | Inventories Inventory is valued at the lower of cost, determined on a first-in, first-out (FIFO), or net realizable value. Inventory items are analyzed to determine cost and net realizable value, and appropriate valuation adjustments are then established. See Note 6 for more details. |
Allowance for System Removal | Allowance for System Removal On occasion, the Company will remove subscription equipment from its larger customer premises due to contract expiration/non-renewal. When the equipment is removed, the costs for removal are calculated and recorded against the allowance. At December 31, 2023 and 2022, an allowance of $ 54,802 54,802 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Carrying values of property and equipment and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. Such events or circumstances include, but are not limited to: ● significant declines in an asset’s market price; ● significant deterioration in an asset’s physical condition; ● significant changes in the nature or extent of an asset’s use or operation; ● significant adverse changes in the business climate that could impact an asset’s value, including adverse actions or assessments by regulators; ● accumulation of costs significantly in excess of original expectations related to the acquisition or construction of an asset; ● current-period operating, or cash flow losses combined with a history of such losses, or a forecast that demonstrates continuing losses associated with an asset’s use; and ● expectations that it is more likely than not that an asset will be sold or otherwise disposed of significantly before the end of our previously estimated useful life. If impairment indicators are present, we determine whether an impairment loss should be recognized by testing the applicable asset or asset groups’ carrying value for recoverability. This test requires long-lived assets to be grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, the determination of which requires judgment. We estimate the undiscounted future cash flows expected to be generated from the use and eventual disposal of the assets and compare that estimate to the respective carrying values in order to determine if such carrying values are recoverable. This assessment requires the exercise of judgment in assessing the future use of and projected value to be derived from the eventual disposal of the assets to be held and used. Assessments also consider changes in asset utilization, including the temporary idling of capacity and the expected timing for placing this capacity back into production. If the carrying value of the asset is not recoverable, then a loss is recorded for the difference between the assets’ fair value and respective carrying value. The fair value of the asset is determined using an “income approach” based upon a forecast of all the expected discounted future net cash flows associated with the subject assets. Some of the more significant estimates and assumptions include market size and growth, market share, projected selling prices, manufacturing cost and discount rate. Our estimates are based upon our past experience, our commercial relationships, market conditions and available external information about future trends. We believe our current assumptions and estimates are reasonable and appropriate; however, unanticipated events and changes in market conditions could affect such estimates resulting in the need for an impairment charge in future periods. For the year ended December 31, 2023, $ 334,359 |
Research and Development | Research and Development Research and development costs are expensed as incurred. Costs regarding the development of software to be sold, leased or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. We did not capitalize any such costs during the years ended December 31, 2023, and 2022. |
Intellectual Property | Intellectual Property We capitalize certain costs of developing software upon the establishment of technological feasibility and prior to the availability of the product for general release to customers for our CareView Patient Safety System in accordance with GAAP. Capitalized costs are reported at the lower of unamortized cost or net realizable value and are amortized over the estimated useful life of the CareView Patient Safety System not to exceed five year |
Patents and Trademarks | Patents and Trademarks We amortize our intangible assets with a finite life on a straight-line basis, over 10 years 20 years |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Our financial instruments consist primarily of receivables, accounts payable, accrued expenses and short and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximate our fair value because of the short-term maturity of such instruments, and they are considered Level 1 assets under the fair value hierarchy. We have elected not to carry our debt instruments at fair value. The carrying amount of our debt approximates fair value. Interest rates that are currently available to us for issuance of short- and long-term debt with similar terms. Remaining maturities are used to estimate the fair value of our short- and long-term debt and would be considered Level 3 inputs under the fair value hierarchy. We have categorized our assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy in accordance with GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). Assets and liabilities recorded in the consolidated balance sheets at fair value are categorized based on a hierarchy of inputs, as follows: Level 1 Level 2 Level 3 At December 31, 2023, and 2022, we had no financial assets and liabilities reported at fair value. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized when the rate change is enacted. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. In accordance with GAAP, we recognize the effect of uncertain income tax positions only if the positions are more likely than not of being sustained in an audit, based on the technical merits of the position. Recognized uncertain income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which those changes in judgement occur. We recognize both interest and penalties related to uncertain tax positions as part of the income tax provision. |
Revenue Recognition | Revenue Recognition We 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”). The Company earns sales-based contract revenue from services rendered under specific agreements, which hinge on a third-party reseller who possesses the exclusive authority to engage directly with veteran-owned hospitals. Evaluating the Company's role in these contracts necessitates assessing whether it functions as the principal or agent, a determination that involves analyzing the extent of control the Company wields over the contracts. Following its assessment, the Company reports revenue from services provided under such contracts on a gross basis. This decision is justified by the Company's primary responsibility to fulfill the contractual obligations, including delivery and installation of equipment and software, training, and its control over other services within the contract period. Furthermore, the Company directly sets the contract price with its customers based on the services outlined in the statement of work. As the Company is responsible for fulling this promise and maintains control, the Company is acting as the principal. Disaggregation of Revenue The following presents gross revenues disaggregated by our business models: For the years ended December 31, Sales-based contract revenue 2023 2022 Equipment package (point in time) $ 3,407,263 $ 1,437,758 Software bundle (over time) 1,894,777 1,349,096 Total sales-based contract revenue 5,302,040 2,786,854 Subscription-based license revenue 4,382,578 5,114,487 Gross revenue $ 9,684,618 $ 7,901,341 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 sheet 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 sheet and recognized into revenues as either a point in time or over time. During the years ended December 31, 2023, and 2022, a total of $ 21,145 240,302 The table below details the subscription-based contract liability activity during the years ended December 31, 2023, and 2022, included in the Other current liabilities. For the years ended 2023 2022 Balance, beginning of period $ 21,145 $ 231,141 Additions — 30,306 Transfer to revenue (21,145) (240,302) Balance, end of period $ — $ 21,145 During the years ended December 31, 2023, and 2022, a total of $ 1,894,777 1,838,056 For the years ended December 31, 2023 2022 Balance, beginning of period $ 869,485 $ 752,526 Additions 2,948,217 1,955,015 Transfer to revenue (1,894,777 ) (1,838,056 ) Balance, end of period $ 1,922,925 $ 869,485 As of December 31, 2023, the aggregate amount of deferred revenue from subscription-based contracts and sales-based contracts allocated to performance obligations that are unsatisfied or partially satisfied is approximately $ 1,922,925 Years Ending December 31, Amount 2024 $ 1,752,061 2025 170,864 Thereafter — $ 1,922,925 Based on our contracts, except for initial equipment sales, we invoice customers once our performance obligations have been satisfied, at which point payment is unconditional. Accounts receivable is recorded when the right to consideration becomes unconditional and are reported accordingly our consolidated financial statements. We defer and capitalize all costs associated with the installation of the CareView System into a healthcare facility until the CareView System is fully operational and accepted by the healthcare facility. Installation costs are specifically identifiable based on the amounts we are charged from third party installers or directly identifiable labor hours incurred for each installation. Upon acceptance, the associated costs are expensed on a straight-line basis over the life of the contract with the healthcare facility. These costs are included in network operations on the accompanying consolidated statements of operations. The table below details the activity in these deferred installation costs during the years ended December 31, 2023, and 2022, included in other assets in the accompanying consolidated balance sheet. For the years ended 2023 2022 Balance, beginning of period $ 33,461 $ 68,901 Additions 45,679 — Transfer to expense (30,831) (35,440) Balance, end of period $ 48,309 $ 33,461 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 20 months |
Earnings Per Share | Earnings Per Share We calculate earnings per share (“EPS”) in accordance with GAAP, which requires the computation and disclosure of two EPS amounts, basic and diluted. Basic EPS is computed based on the weighted average number of common shares outstanding during the period. Diluted EPS is computed based on the weighted average number of common shares outstanding plus all potentially dilutive common shares outstanding during the period under the treasury stock method. Such potential dilutive common shares consist of stock options, warrants to purchase our Common Stock (the “Warrants”) and convertible debt. Potential common shares totaling approximately 44,178,422 488,511,922 44,178,422 38,483,977 5,694,445 |
Stock Based Compensation | Stock Based Compensation We recognize compensation expense for all share-based payments granted and amended based on the grant date fair value estimated in accordance with GAAP. Compensation expense is generally recognized on a straight-line basis over the employee’s requisite service period based on the award’s estimated lives for fixed awards with ratable vesting provisions. |
Debt Discount Costs | Debt Discount Costs Costs incurred with parties who are providing long-term financing, with Warrants issued with the underlying debt, are reflected as a debt discount based on the relative fair value of the debt and Warrants. These discounts are generally amortized over the life of the related debt, using the effective interest rate method or other methods approximating the effective interest method. Additionally, convertible debt issued with a beneficial conversion feature is recorded at a discount based on the difference in the effective conversion price and the fair value of the Company’s stock on the date of issuance, if any. Outstanding debt is presented net of any such discounts on the accompanying consolidated financial statements. |
Deferred Debt Issuance and Debt Financing Costs | Deferred Debt Issuance and Debt Financing Costs Costs incurred through the issuance of Warrants to parties who are providing long-term financing availability, which includes revolving credit lines, are reflected as deferred debt issuance based on the fair value of the Warrants issued. Costs incurred with third parties related to issuance of debt are recorded as deferred financing costs. These costs are generally amortized over the life of the financing instrument using the effective interest rate method or other methods approximating the effective interest method. Amounts associated with our senior secured convertible notes are netted with the outstanding debt on the accompanying consolidated financial statements while amount associated with credit facilities are presented in other assets on the accompanying consolidated statements of operations. |
Shipping and Handling Costs | Shipping and Handling Costs We expense all shipping and handling costs as incurred. These costs are included in network operations on the accompanying consolidated statements of operations. |
Advertising Costs | Advertising Costs We consider advertising costs as costs associated with the promotion of our products through the various media outlets and trade shows. We expense all advertising costs as incurred. Our advertising expense for the years ended December 31, 2023, and 2022, totaled approximately $ 335,000 111,000 |
Concentration of Credit Risks and Customer Data | Concentration of Credit Risks and Customer Data In 2023, our revenue was driven significantly by two customers, accounting for 17 13 12 21 |
Use of Estimates | Use of Estimates Our financial statements have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates, including those related to contingencies, on an ongoing basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
Recently Issued and Newly Adopted Accounting Pronouncements | Recently Issued and Newly Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU 2020-06 amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting this standard. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments — Credit Losses (Topic 326) (“ASU 2016-13”). ASU 2016-13 modifies the measurement of expected credit losses of certain financial instruments, requiring entities to estimate an expected lifetime credit loss on financial assets. The ASU amends the impairment model to utilize an expected loss methodology and replaces the incurred loss methodology for financial instruments including trade receivables. The amendment requires entities to consider other factors, such as historical loss experience, current conditions and reasonable and supportable forecasts. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which deferred the effective date of the new guidance by one year to fiscal years beginning after December 15, 2022, with early adoption permitted. In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments – Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures, which eliminate the accounting guidance for TDRs by creditors in Subtopic 310-40. Rather than applying the recognition and measurement guidance for TDRs, an entity must apply the loan refinancing and restructuring guidance in paragraphs 310-20-35-9 through 35-11 to determine whether a modification results in a new loan or a continuation of an existing loan. The effective date for this amendment is upon adoption of ASU 2016-13 and should be applied prospectively, with option of a modified retrospective transition method. The Company has successfully implemented Accounting Standard 2016-13, Topic 326, and after careful consideration, management has concluded that the adoption did not result in a material impact on the financial position, results of operations, or cash flows of the Company. The Company will continue to monitor and assess the impact of this standard in subsequent reporting periods and provide any necessary updates as required by accounting regulations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
The following presents gross revenues disaggregated by our business models: | The following presents gross revenues disaggregated by our business models: For the years ended December 31, Sales-based contract revenue 2023 2022 Equipment package (point in time) $ 3,407,263 $ 1,437,758 Software bundle (over time) 1,894,777 1,349,096 Total sales-based contract revenue 5,302,040 2,786,854 Subscription-based license revenue 4,382,578 5,114,487 Gross revenue $ 9,684,618 $ 7,901,341 |
The table below details the subscription-based contract liability activity during the years ended December 31, 2023, and 2022, included in the Other current liabilities. | During the years ended December 31, 2023, and 2022, a total of $ 21,145 240,302 The table below details the subscription-based contract liability activity during the years ended December 31, 2023, and 2022, included in the Other current liabilities. For the years ended 2023 2022 Balance, beginning of period $ 21,145 $ 231,141 Additions — 30,306 Transfer to revenue (21,145) (240,302) Balance, end of period $ — $ 21,145 During the years ended December 31, 2023, and 2022, a total of $ 1,894,777 1,838,056 For the years ended December 31, 2023 2022 Balance, beginning of period $ 869,485 $ 752,526 Additions 2,948,217 1,955,015 Transfer to revenue (1,894,777 ) (1,838,056 ) Balance, end of period $ 1,922,925 $ 869,485 |
As of December 31, 2023, the aggregate amount of deferred revenue from subscription-based contracts and sales-based contracts allocated to performance obligations that are unsatisfied or partially satisfied is approximately $1,922,925 | As of December 31, 2023, the aggregate amount of deferred revenue from subscription-based contracts and sales-based contracts allocated to performance obligations that are unsatisfied or partially satisfied is approximately $ 1,922,925 Years Ending December 31, Amount 2024 $ 1,752,061 2025 170,864 Thereafter — $ 1,922,925 |
The table below details the activity in these deferred installation costs during the years ended December 31, 2023, and 2022, included in other assets in the accompanying consolidated balance sheet. | The table below details the activity in these deferred installation costs during the years ended December 31, 2023, and 2022, included in other assets in the accompanying consolidated balance sheet. For the years ended 2023 2022 Balance, beginning of period $ 33,461 $ 68,901 Additions 45,679 — Transfer to expense (30,831) (35,440) Balance, end of period $ 48,309 $ 33,461 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 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 Range of Warrant Price Per Share Weighted Weighted Average Remaining Contractual Life Balance at December 31, 2021 18,050,458 $ 0.01 0.53 $ 0.74 4.2 Granted 3,000,000 0.09 0.09 9.2 Expired (1,151,206 ) 0.32 0.32 2.3 Canceled (14,204,807 ) 0.52 0.52 — Balance at December 31, 2022 5,694,445 $ 0.01 0.03 $ 0.024 3.5 Granted — — — — Expired — — — — Canceled — — — — Ending Balance at December 31, 2023 5,694,445 $ 0.01 0.03 $ 0.024 2.6 |
A summary of our stock option activity and related information follows: | A summary of our stock option activity and related information follows: Number of Weighted Weighted Aggregate Balance at December 31, 2022 40,817,477 $ 0.12 5.8 $ 526,425 Granted 1,074,500 0.05 9.5 — Expired (3,063,000 ) 0.49 — — Canceled (345,000 ) 0.07 — — Balance at December 31, 2023 38,483,977 $ 0.09 5.2 $ 314,925 Vested and Exercisable at December 31, 2023 37,178,810 $ 0.09 5.1 $ 314,925 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
The provision for income taxes consists of the following: | The provision for income taxes consists of the following: 2023 2022 Current: Federal $ — $ — State income tax, net of federal benefit 74,518 6,045 Sub-total: 74,518 6,045 Deferred: Federal — — State income tax, net of federal benefit — — Sub-total: — — Total $ 74,518 $ 6,045 |
Schedule of income tax reconciliation | Schedule of income tax reconciliation Years Ended December 31, 2023 2022 Expected income tax benefit at statutory rate $ (814,332 ) $ (1,204,155 ) Debt discount amortization — 55,539 Permanently disallowed interest 1,329,688 314,510 Non-taxable debt forgiveness income — (494,332 ) Deferred tax adjustments (24,443,804 ) 9,019,593 State income tax, net of federal benefit (115,509 ) 4,776 Other reconciling items 4,194 1,390 Change in valuation account 24,114,281 (7,871,276 ) Income tax expense (benefit) $ 74,518 $ 6,045 |
The components of the deferred tax assets and liabilities are as follows: | The components of the deferred tax assets and liabilities are as follows: December 31, 2023 2022 Deferred Tax Assets (Liabilities): Tax benefit of net operating loss carry-forward $ 43,401,395 $ 19,261,098 Accrued interest 864,050 1,522,314 Stock based compensation 734,667 342,341 Intangible assets (10,922 ) 14,723 Fixed assets 3,991 103,619 Accrued liabilities 52,601 67,600 Capitalized research expenses 649,695 — Research and development credit carry-forward 1 1 Total deferred tax assets 45,695,478 21,311,696 Valuation allowance for deferred tax assets (45,695,478) (21,311,696) Deferred tax assets, net of valuation allowance $ — $ — |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory consists of the following: | Inventory consists of the following: December 31, 2023 2022 Equipment/components $ 294,435 $ 301,446 TOTAL INVENTORY $ 294,435 $ 301,446 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other current assets consist of the following: | Other current assets consist of the following: December 31, 2023 2022 Prepaid insurance $ 180,267 $ — Other prepaid expenses 62,843 71,020 Sales tax overpayment 91,981 — TOTAL OTHER CURRENT ASSETS $ 335,091 $ 71,020 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment consist of the following: | Property and equipment consist of the following: December 31, 2023 2022 Network equipment $ 9,204,511 $ 12,620,258 Office equipment 241,955 234,429 Vehicles 133,616 232,411 Test equipment 230,365 230,365 Furniture 92,097 92,846 Warehouse equipment 18,788 9,524 Leasehold improvements 5,121 5,121 9,926,453 13,424,954 Less: accumulated depreciation (9,608,827 ) (12,782,395 ) TOTAL PROPERTY AND EQUIPMENT $ 317,626 $ 642,559 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Intangible assets consist of the following: | Intangible assets consist of the following: December 31, 2023 Cost Accumulated Net Patents and trademarks $ 879,492 $ 478,250 $ 401,242 Other intangible assets 20,237 15,178 5,059 TOTAL INTANGIBLE ASSETS $ 899,729 $ 493,428 $ 406,301 December 31, 2022 Cost Accumulated 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: December 31, 2023 Cost Accumulated Net Deferred installation costs $ 1,397,720 $ 1,349,410 $ 48,310 Deferred Sales Commissions 439,221 279,459 159,762 Prepaid license fee 249,999 202,185 47,814 Security deposit 46,124 — 46,124 TOTAL OTHER ASSETS $ 2,133,064 $ 1,831,054 $ 302,010 December 31, 2022 Cost Accumulated 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) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of other current liabilities | Other current liabilities consist of the following: Schedule of other current liabilities December 31, 2023 2022 Allowance for system removal 54,802 54,802 Accrued paid time off 164,566 154,776 Deferred officer compensation (1) 49,528 139,041 Other accrued liabilities 220,601 43,389 TOTAL OTHER CURRENT LIABILITIES $ 489,497 392,008 (1) Remaining salary payable for Steve Johnson, CEO, between February 15, 2018, and September 30, 2020. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future debt payments | As of December 31, 2023, future debt payments due are as follows: Schedule of future debt payments Years Total Loan Payable 2024 Related Party $ 700,000 $ 700,000 Other 20,000,000 20,000,000 Total $ 20,700,000 $ 20,700,000 Accrued interest due related parties totaled $ 445,528 337,028 Consent and Agreement to Cancel and Exchange Existing Notes and Warrants On December 30, 2022, CareView Communications, Inc. (“CareView” or the “Company”) entered into a consent and agreement to cancel and exchange existing notes and issue replacement notes and cancel warrants (the “Cancellation Agreement”) with certain holders (the “Investors”) of senior secured convertible promissory notes (“Notes”) and warrants (“Warrants”) to purchase the Company’s common stock, that were issued pursuant to that certain Note and Warrant Purchase Agreement, dated as of April 21, 2011 (as amended, modified, or supplemented from time to time) (the “Purchase Agreement”). The Cancellation Agreement provided for the cancellation of all outstanding Notes (with a total aggregate outstanding amount of approximately $ 87,376,000 14,204,000 44,200,000 On March 30, 2023, HealthCor noteholders owning an aggregate of $ 36,000,000 fifty 0.10 180,000,000 $6,394,168 $1,805,832 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 |
LEASE (Tables)
LEASE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Lease | |
Operating lease asset and liability for our operating lease were recorded in the consolidated balance sheet as follows: | Operating lease asset and liability for our operating lease were recorded in the consolidated balance sheet as follows: December 31, 2023 Assets Operating lease asset $ 292,990 Total lease asset $ 292,990 Liabilities Current liabilities: Operating lease liability $ 188,184 Long-term liabilities: Operating lease liability, net of current portion $ 139,099 Total lease liability $ 327,283 |
Future lease payments included in the measurement of operating lease liability on the consolidated balance sheet as of December 31, 2023, for the following five fiscal years and thereafter as follows: | Future lease payments included in the measurement of operating lease liability on the consolidated balance sheet as of December 31, 2023, for the following five fiscal years and thereafter as follows: Year ending Operating 2024 221,069 2025 150,680 Total minimum lease payments 371,749 Less effects of discounting (44,466 ) Present value of future minimum lease payments $ 327,283 |
The table below presents certain information related to the cash flows for the Company’s operating lease for twelve months ending December 31, 2023: | The table below presents certain information related to the cash flows for the Company’s operating lease for twelve months ending December 31, 2023: Twelve Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 306,803 |
The following presents gross re
The following presents gross revenues disaggregated by our business models: (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Gross revenue | $ 9,684,618 | $ 7,901,341 |
Sales-based equipment package revenue [Member] | ||
Product Information [Line Items] | ||
Gross revenue | 3,407,263 | 1,437,758 |
Sales-based software bundle revenue [Member] | ||
Product Information [Line Items] | ||
Gross revenue | 1,894,777 | 1,349,096 |
Sales-based contract revenue [Member] | ||
Product Information [Line Items] | ||
Gross revenue | 5,302,040 | 2,786,854 |
Subscription-based lease revenue [Member] | ||
Product Information [Line Items] | ||
Gross revenue | $ 4,382,578 | $ 5,114,487 |
The table below details the sub
The table below details the subscription-based contract liability activity during the years ended December 31, 2023, and 2022, included in the Other current liabilities. (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Balance, beginning of period | $ 869,485 | $ 752,526 |
Balance, end of period | 869,485 | |
Subscription-Based Contract Liability [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Balance, beginning of period | 21,145 | 231,141 |
Additions | 30,306 | |
Transfer to revenue | (21,145) | (240,302) |
Balance, end of period | 21,145 | |
Sales-Based Contract Liability [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Balance, beginning of period | 869,485 | |
Additions | 2,948,217 | 1,955,015 |
Transfer to revenue | (1,894,777) | (1,838,056) |
Balance, end of period | $ 1,922,925 | $ 869,485 |
As of December 31, 2023, the ag
As of December 31, 2023, the aggregate amount of deferred revenue from subscription-based contracts and sales-based contracts allocated to performance obligations that are unsatisfied or partially satisfied is approximately $1,922,925 (Details) | Dec. 31, 2023 USD ($) |
Total | $ 1,922,925 |
2024 [Member] | |
Total | 1,752,061 |
2025 [Member] | |
Total | $ 170,864 |
The table below details the act
The table below details the activity in these deferred installation costs during the years ended December 31, 2023, and 2022, included in other assets in the accompanying consolidated balance sheet. (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Balance, beginning of period | $ 33,461 | $ 68,901 |
Additions | 45,679 | |
Transfer to expense | (30,831) | (35,440) |
Balance, end of period | $ 48,309 | $ 33,461 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Restricted Cash, Current | $ 100,000 | ||
Cash, Uninsured Amount | 794,000 | 794,000 | |
Cash, FDIC Insured Amount | 250,000 | 250,000 | |
Accounts Receivable, Allowance for Credit Loss | 0 | 0 | 0 |
Allowance for system removal | $ 54,802 | 54,802 | $ 54,802 |
Patent assets written off | $ 334,359 | ||
Remaining lease term | 20 months | 20 months | |
Anti-dilutive common share equivalents excluded from EPS calculation | 44,178,422 | 488,511,922 | |
Advertising costs | $ 335,000 | $ 111,000 | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer One [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Concentration Risk, Percentage | 17% | 12% | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Two [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Concentration Risk, Percentage | 13% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Concentration Risk, Percentage | 21% | ||
Warrant [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Anti-dilutive common share equivalents excluded from EPS calculation | 5,694,445 | ||
Equity Option [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Anti-dilutive common share equivalents excluded from EPS calculation | 38,483,977 | ||
Subscription-Based Contract Liability [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Contract liability recognized as revenue | $ 21,145 | $ 240,302 | |
Sales-Based Contract Liability [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Contract liability recognized as revenue | $ 1,894,777 | $ 1,838,056 | |
Intellectual Property [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Amortization period for intangible assets | 5 years | 5 years | |
Trademarks and Trade Names [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Amortization period for intangible assets | 10 years | 10 years | |
Patents [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Amortization period for intangible assets | 20 years | 20 years | |
Network Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life of property and equipment | 7 years | 7 years | |
Office and Test Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life of property and equipment | 3 years | 3 years | |
Warehouse Equipment and Furniture [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life of property and equipment | 5 years | 5 years | |
Office Space [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Remaining lease term | 20 months | 20 months |
GOING CONCERN, LIQUIDITY AND _2
GOING CONCERN, LIQUIDITY AND MANAGMENTS PLANS (Details Narrative) - USD ($) | 12 Months Ended | ||||
May 24, 2023 | Mar. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | May 22, 2023 | |
Short-Term Debt [Line Items] | |||||
Working capital | $ 37,122,344 | ||||
Noteholders owning replacement notes | $ 44,200,000 | $ 41,360,076 | |||
Debt to equity conversion (in dollars per share) | $ 0.10 | $ 0.10 | |||
Common stock, authorized | 800,000,000 | 500,000,000 | 800,000,000 | ||
Replacement Notes [Member] | |||||
Short-Term Debt [Line Items] | |||||
Noteholders owning replacement notes | $ 18,000,000 | $ 26,200,000 | |||
Debt to equity conversion (in dollars per share) | $ 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] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||
Warrants outstanding, beginning | 5,694,445 | 18,050,458 |
Weighted average exercise price | $ 0.024 | $ 0.74 |
Warrant term, beginning | 3 years 6 months | 4 years 2 months 12 days |
Warrants granted | 3,000,000 | |
Warrant price granted | $ 0.09 | |
Weighted average exercise price, granted | $ 0.09 | |
Warrant term, granted | 9 years 2 months 12 days | |
Warrants outstanding, ending | 5,694,445 | 5,694,445 |
Warrants expired | (1,151,206) | |
Warrant price expired | $ 0.32 | |
Weighted average exercise price, expired | $ 0.32 | |
Warrant term, expired | 2 years 3 months 18 days | |
Warrants cancled | (14,204,807) | |
Warrant price canceled | $ 0.52 | |
Weighted average exercise price, canceled | 0.52 | |
Weighted average exercise price | $ 0.024 | 0.024 |
Warrant term, ending | 2 years 7 months 6 days | |
Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise price (in dollars per share) | $ 0.01 | 0.01 |
Warrant exercise price (in dollars per share) | 0.01 | 0.01 |
Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise price (in dollars per share) | 0.03 | 0.53 |
Warrant exercise price (in dollars per share) | $ 0.03 | $ 0.03 |
A summary of our stock option a
A summary of our stock option activity and related information follows: (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Equity [Abstract] | |
Stock options outstanding, beginning | shares | 40,817,477 |
Stock options outstanding, beginning | $ / shares | $ 0.12 |
Stock options outstanding, beginning | 5 years 9 months 18 days |
Stock options outstanding, beginning | $ | $ 526,425 |
Granted | shares | 1,074,500 |
Stock options granted, weighted average exercie price | $ / shares | $ 0.05 |
Stock options granted, weighted average remaining contractual life | 9 years 6 months |
Expired | shares | (3,063,000) |
Stock options expired, weighted average exercie price | $ / shares | $ 0.49 |
Canceled | shares | (345,000) |
Stock options canceled, weighted average exercie price | $ / shares | $ 0.07 |
Stock options outstanding, ending | shares | 38,483,977 |
Stock options outstanding, ending | $ / shares | $ 0.09 |
Stock options outstanding, ending | 5 years 2 months 12 days |
Stock options outstanding, ending | $ | $ 314,925 |
Stock options, vested and exercisable | shares | 37,178,810 |
Stock options, vested and exercisable | $ / shares | $ 0.09 |
Stock options, vested and exercisable | 5 years 1 month 6 days |
Stock options, vested and exercisable | $ | $ 314,925 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 12 Months Ended | |||||||||||
May 24, 2023 | Mar. 30, 2023 | Nov. 14, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | May 22, 2023 | Mar. 31, 2022 | Aug. 06, 2020 | Dec. 07, 2016 | Feb. 25, 2015 | Sep. 30, 2009 | Dec. 03, 2007 | |
Class of Warrant or Right [Line Items] | ||||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||||||||
Preferred stock, outstanding | 0 | 0 | ||||||||||
Common stock, shares authorized | 800,000,000 | 500,000,000 | 800,000,000 | |||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||||||||
Common stock, issued | 583,880,748 | 141,880,748 | ||||||||||
Common stock, outstanding | 583,880,748 | 141,880,748 | ||||||||||
Noteholders owning replacement notes | $ 44,200,000 | $ 41,360,076 | ||||||||||
Debt to equity conversion (in dollars per share) | $ 0.10 | $ 0.10 | ||||||||||
Shares value | $ 250,000 | $ 250,000 | ||||||||||
Common stock, shares, issued | 2,500,000 | |||||||||||
Shares Issued, Price Per Share | $ 0.10 | |||||||||||
Options granted | 1,074,500 | |||||||||||
Options outstanding | 38,483,977 | 40,817,477 | ||||||||||
Share based compensation expense | $ 150,294 | $ 230,112 | ||||||||||
Unrecognized estimated compensation expense | $ 68,391 | |||||||||||
Period for recognition of unrecognized compensation expense | 2 years 2 months 12 days | |||||||||||
Option Plan 2007 [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Shares reserved for option under plan | 8,000,000 | |||||||||||
Vesting period | 3 years | |||||||||||
Expiration period | 10 years | |||||||||||
Options granted | 8,000,000 | |||||||||||
Options outstanding | 0 | |||||||||||
Option Plan 2009 [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Shares reserved for option under plan | 10,000,000 | |||||||||||
Vesting period | 3 years | |||||||||||
Expiration period | 10 years | |||||||||||
Options granted | 10,000,000 | |||||||||||
Options outstanding | 0 | |||||||||||
Option Plan 2015 [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Shares reserved for option under plan | 5,000,000 | |||||||||||
Vesting period | 3 years | |||||||||||
Expiration period | 10 years | |||||||||||
Options granted | 4,419,945 | |||||||||||
Options outstanding | 580,055 | |||||||||||
Option Plan 2016 [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Shares reserved for option under plan | 20,000,000 | |||||||||||
Vesting period | 3 years | |||||||||||
Expiration period | 10 years | |||||||||||
Options granted | 19,051,064 | |||||||||||
Options outstanding | 948,936 | |||||||||||
Option Plan 2020 [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Shares reserved for option under plan | 20,000,000 | |||||||||||
Vesting period | 3 years | |||||||||||
Expiration period | 10 years | |||||||||||
Options granted | 15,180,191 | |||||||||||
Options outstanding | 4,819,809 | |||||||||||
HealthCor Partners Warrants [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of warrants issued | 1,397,400 | |||||||||||
Warrant term | 10 years | |||||||||||
Fair value of warrants | $ 125,766 | |||||||||||
Warrant exercise price (in dollars per share) | $ 0.09 | |||||||||||
HealthCor Hybrid Warrants [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of warrants issued | 1,602,600 | |||||||||||
Warrant term | 10 years | |||||||||||
Fair value of warrants | $ 144,234 | |||||||||||
Warrant exercise price (in dollars per share) | $ 0.09 | |||||||||||
Replacement Notes [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Noteholders owning replacement notes | $ 18,000,000 | $ 26,200,000 | ||||||||||
Noteholders owning replacement notes (in shares) | 180,000,000 | 262,000,000 | ||||||||||
Debt to equity conversion (in dollars per share) | $ 0.10 | $ 0.10 | ||||||||||
Replacement Notes [Member] | Tranche One [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Noteholders owning replacement notes | $ 36,000,000 | |||||||||||
Noteholders owning replacement notes (in shares) | 180,000,000 | |||||||||||
Debt to equity conversion (in dollars per share) | $ 0.10 | |||||||||||
Conversion percentage | 50% | |||||||||||
Replacement Notes [Member] | Tranche Two [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Noteholders owning replacement notes | $ 8,200,000 | |||||||||||
Noteholders owning replacement notes (in shares) | 262,000,000 | |||||||||||
Debt to equity conversion (in dollars per share) | $ 0.10 |
The provision for income taxes
The provision for income taxes consists of the following: (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred: | ||
Total | $ 74,518 | |
Tax Year 2023 [Member] | ||
Current: | ||
Federal | ||
State income tax, net of federal benefit | 74,518 | |
Sub-total: | 74,518 | |
Deferred: | ||
Federal | ||
State income tax, net of federal benefit | ||
Sub-total: | ||
Total | $ 74,518 | |
Tax Year 2022 [Member] | ||
Current: | ||
Federal | ||
State income tax, net of federal benefit | 6,045 | |
Sub-total: | 6,045 | |
Deferred: | ||
Federal | ||
State income tax, net of federal benefit | ||
Sub-total: | ||
Total | $ 6,045 |
Schedule of income tax reconcil
Schedule of income tax reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Total | $ 74,518 | |
Tax Year 2023 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Expected income tax benefit at statutory rate | (814,332) | |
Debt discount amortization | ||
Permanently disallowed interest | 1,329,688 | |
Non-taxable debt forgiveness income | ||
Deferred tax adjustments | (24,443,804) | |
State income tax, net of federal benefit | (115,509) | |
Other reconciling items | 4,194 | |
Change in valuation account | 24,114,281 | |
Total | $ 74,518 | |
Tax Year 2022 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Expected income tax benefit at statutory rate | (1,204,155) | |
Debt discount amortization | 55,539 | |
Permanently disallowed interest | 314,510 | |
Non-taxable debt forgiveness income | (494,332) | |
Deferred tax adjustments | 9,019,593 | |
State income tax, net of federal benefit | 4,776 | |
Other reconciling items | 1,390 | |
Change in valuation account | (7,871,276) | |
Total | $ 6,045 |
The components of the deferred
The components of the deferred tax assets and liabilities are as follows: (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Tax Assets (Liabilities): | ||
Tax benefit of net operating loss carry-forward | $ 43,401,395 | $ 19,261,098 |
Accrued interest | 864,050 | 1,522,314 |
Stock based compensation | 734,667 | 342,341 |
Intangible assets | (10,922) | 14,723 |
Fixed assets | 3,991 | 103,619 |
Accrued liabilities | 52,601 | 67,600 |
Capitalized research expenses | 649,695 | |
Research and development credit carry-forward | 1 | 1 |
Total deferred tax assets | 45,695,478 | 21,311,696 |
Valuation allowance for deferred tax assets | (45,695,478) | (21,311,696) |
Deferred tax assets, net of valuation allowance |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax valuation allowance increase (decrease) | $ 24,114,281 | $ (7,601,775) |
Internal Revenue Service (IRS) [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 86,291,000 | |
Expiration of net operating tax loss carry-forward | Dec. 31, 2028 |
Inventory consists of the follo
Inventory consists of the following: (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Equipment/components | $ 294,435 | $ 301,446 |
TOTAL INVENTORY | $ 294,435 | $ 301,446 |
Other current assets consist of
Other current assets consist of the following: (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 180,267 | |
Other prepaid expenses | 62,843 | 71,020 |
Sales tax overpayment | 91,981 | |
TOTAL OTHER CURRENT ASSETS | $ 335,091 | $ 71,020 |
Property and equipment consist
Property and equipment consist of the following: (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 9,926,453 | $ 13,424,954 |
Less: accumulated depreciation | (9,608,827) | (12,782,395) |
Total property and equipment , net | 317,626 | 642,559 |
Network Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 9,204,511 | 12,620,258 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 241,955 | 234,429 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 133,616 | 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 | 92,097 | 92,846 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 18,788 | 9,524 |
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 ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 334,676 | $ 501,521 |
Intangible assets consist of th
Intangible assets consist of the following: (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 899,729 | $ 1,299,746 |
Accumulated amortization | 493,428 | 479,640 |
Intangible assets, net | 406,301 | 820,106 |
Patents and Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 879,492 | 1,213,850 |
Accumulated amortization | 478,250 | 395,715 |
Intangible assets, net | 401,242 | 818,135 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 20,237 | 85,896 |
Accumulated amortization | 15,178 | 83,925 |
Intangible assets, net | $ 5,059 | $ 1,971 |
Other assets consist of the fol
Other assets consist of the following: (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Other assets noncurrent gross | $ 2,133,064 | $ 1,812,137 |
Accumulated amortization | 1,831,054 | 1,602,488 |
Other assets, net | 302,010 | 209,649 |
Deferred Installation Costs [Member] | ||
Other assets noncurrent gross | 1,397,720 | 1,352,041 |
Accumulated amortization | 1,349,410 | 1,318,580 |
Other assets, net | 48,310 | 33,461 |
Deferred Sales Commissions [Member] | ||
Other assets noncurrent gross | 439,221 | 163,973 |
Accumulated amortization | 279,459 | 98,116 |
Other assets, net | 159,762 | 65,857 |
Prepaid License Fee [Member] | ||
Other assets noncurrent gross | 249,999 | 249,999 |
Accumulated amortization | 202,185 | 185,792 |
Other assets, net | 47,814 | 64,207 |
Security Deposit [Member] | ||
Other assets noncurrent gross | 46,124 | 46,124 |
Accumulated amortization | ||
Other assets, net | $ 46,124 | $ 46,124 |
OTHER ASSETS (Details Narrative
OTHER ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Amortization expense | $ 79,447 | $ 51,967 |
Impairment cost | $ 334,358 | $ 0 |
Schedule of other current liabi
Schedule of other current liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |||
Allowance for system removal | $ 54,802 | $ 54,802 | |
Accrued paid time off | 164,566 | 154,776 | |
Deferred officer compensation | [1] | 49,528 | 139,041 |
Other accrued liabilities | 220,601 | 43,389 | |
TOTAL OTHER CURRENT LIABILITIES | $ 489,497 | $ 392,008 | |
[1]Remaining salary payable for Steve Johnson, CEO, between February 15, 2018, and September 30, 2020. |
Schedule of future debt payment
Schedule of future debt payments (Details) | Dec. 31, 2023 USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
Total | $ 20,700,000 |
Loans Payable [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Total | 20,700,000 |
Related Party [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
2024 | 700,000 |
Related Party [Member] | Loans Payable [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
2024 | 700,000 |
Nonrelated Party [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
2024 | 20,000,000 |
Nonrelated Party [Member] | Loans Payable [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
2024 | $ 20,000,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | ||||
May 24, 2023 | Mar. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 30, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Cancellation agreement notes value | $ 87,376,000 | ||||
Cancellation agreement number of warrants | 14,204,000 | ||||
Noteholders owning replacement notes | $ 44,200,000 | $ 41,360,076 | |||
Debt to equity conversion (in dollars per share) | $ 0.10 | $ 0.10 | |||
Replacement Notes [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Debt Instrument, Face Amount | $ 44,200,000 | ||||
Noteholders owning replacement notes | $ 18,000,000 | $ 26,200,000 | |||
Debt to equity conversion (in dollars per share) | $ 0.10 | $ 0.10 | |||
Noteholders owning replacement notes (in shares) | 180,000,000 | 262,000,000 | |||
Replacement Notes [Member] | Tranche One [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Noteholders owning replacement notes | $ 36,000,000 | ||||
Conversion percentage | 50% | ||||
Debt to equity conversion (in dollars per share) | $ 0.10 | ||||
Noteholders owning replacement notes (in shares) | 180,000,000 | ||||
Replacement Notes [Member] | Tranche Two [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Noteholders owning replacement notes | $ 8,200,000 | ||||
Debt to equity conversion (in dollars per share) | $ 0.10 | ||||
Noteholders owning replacement notes (in shares) | 262,000,000 | ||||
Related Party [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Accrued Interest Due Related Parties | $ 445,528 | $ 337,028 | |||
Related Party [Member] | Replacement Notes [Member] | Tranche Two [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Noteholders owning replacement notes | $ 6,394,168 | ||||
Nonrelated Party [Member] | Replacement Notes [Member] | Tranche Two [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Noteholders owning replacement notes | $ 1,805,832 |
Operating lease asset and liabi
Operating lease asset and liability for our operating lease were recorded in the consolidated balance sheet as follows: (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Total lease asset | $ 292,990 | $ 434,330 |
Current liabilities: | ||
Operating lease liability | 188,184 | 175,520 |
Long-term liabilities: | ||
Operating lease liability, net of current portion | 139,099 | $ 305,259 |
Total lease liability | $ 327,283 |
Future lease payments included
Future lease payments included in the measurement of operating lease liability on the consolidated balance sheet as of December 31, 2023, for the following five fiscal years and thereafter as follows: (Details) | Dec. 31, 2023 USD ($) |
Lease | |
2024 | $ 221,069 |
2025 | 150,680 |
Total minimum lease payments | 371,749 |
Less effects of discounting | (44,466) |
Present value of future minimum lease payments | $ 327,283 |
The table below presents certai
The table below presents certain information related to the cash flows for the Company’s operating lease for twelve months ending December 31, 2023: (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Lease | |
Operating cash flows for operating leases | $ 306,803 |
LEASE (Details Narrative)
LEASE (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 04, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | |
Lease | |||
Remaining lease term | 20 months | ||
Expiration of lease | Aug. 31, 2025 | ||
Lease renewal term | 5 years | ||
Discount rate | 14.80% | ||
Rent expense | $ 295,223 | $ 279,005 |
AGREEMENT WITH PDL BIOPHARMA,_2
AGREEMENT WITH PDL BIOPHARMA, INC. (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
May 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 26, 2015 | |
Line of Credit Facility [Line Items] | ||||||
Interest expense | $ 3,208,500 | $ 6,262,051 | ||||
PDL Modification Agreement [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest expense | $ 802,125 | $ 775,000 | ||||
Seventh Amendment to Credit Agreement [Member] | ||||||
Line of Credit Facility [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 BioPharma, Inc. [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000,000 | |||||
PDL BioPharma, Inc. [Member] | Tranche 1 [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 20,000,000 |
AGREEMENT WITH HEALTHCOR (Detai
AGREEMENT WITH HEALTHCOR (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
May 24, 2023 | Mar. 30, 2023 | Mar. 08, 2022 | Mar. 06, 2022 | Apr. 21, 2011 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 30, 2022 | Jul. 02, 2022 | |
Debt Instrument [Line Items] | |||||||||
Noteholders owning replacement notes | $ 44,200,000 | $ 41,360,076 | |||||||
Debt to equity conversion (in dollars per share) | $ 0.10 | $ 0.10 | |||||||
Interest expense | $ 3,208,500 | $ 6,262,051 | |||||||
Interest incurred and paid in kind | 4,781,424 | ||||||||
HealthCor Ninth Amendment Warrants [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt discount | 378,000 | ||||||||
HealthCor Allonge No.3 Warrants [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt discount | 420,000 | ||||||||
2011 Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense | 0 | 0 | |||||||
2014 HealthCor Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of principal suspended interest accrual | 100% | ||||||||
2015 Supplemental Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of principal suspended interest accrual | 100% | ||||||||
Eighth Amendment Supplemental Closing Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of principal suspended interest accrual | 100% | ||||||||
Tenth Amendment Supplemental Closing Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of principal suspended interest accrual | 100% | ||||||||
Twelfth Amendment Supplemental Closing Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of principal suspended interest accrual | 100% | ||||||||
Thirteenth Amendment Supplemental Closing Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of principal suspended interest accrual | 100% | ||||||||
Replacement Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Loan amount | $ 44,200,000 | ||||||||
Debt instrument additional value | $ 5,000,000 | ||||||||
Noteholders owning replacement notes | $ 18,000,000 | $ 26,200,000 | |||||||
Debt to equity conversion (in dollars per share) | $ 0.10 | $ 0.10 | |||||||
Noteholders owning replacement notes (in shares) | 180,000,000 | 262,000,000 | |||||||
Tranche One [Member] | Replacement Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Noteholders owning replacement notes | $ 36,000,000 | ||||||||
Conversion percentage | 50% | ||||||||
Debt to equity conversion (in dollars per share) | $ 0.10 | ||||||||
Noteholders owning replacement notes (in shares) | 180,000,000 | ||||||||
Tranche Two [Member] | Replacement Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Noteholders owning replacement notes | $ 8,200,000 | ||||||||
Debt to equity conversion (in dollars per share) | $ 0.10 | ||||||||
Noteholders owning replacement notes (in shares) | 262,000,000 | ||||||||
Tranche Two [Member] | Replacement Notes [Member] | Related Party [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Noteholders owning replacement notes | $ 6,394,168 | ||||||||
Tranche Two [Member] | Replacement Notes [Member] | Nonrelated Party [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Noteholders owning replacement notes | $ 1,805,832 | ||||||||
HealthCor Purchase Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest incurred and paid in kind | $ 0 | $ 0 | |||||||
HealthCor Purchase Agreement [Member] | Convertible Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Loan amount | $ 9,316,000 | ||||||||
Debt maturity date | Apr. 20, 2021 | ||||||||
Issuance of warrants | 5,488,456 | ||||||||
Exercise price of warrants | $ 1.40 | ||||||||
HealthCor Purchase Agreement [Member] | 2011 Senior Secured Convertible Note#2 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Loan amount | $ 10,684,000 | ||||||||
Issuance of warrants | 6,294,403 | ||||||||
HealthCor Purchase Agreement [Member] | Convertible Debt 2 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Increase in interest rate (per annum) should default occur | 5% | ||||||||
HealthCor Purchase Agreement [Member] | Convertible Debt 2 [Member] | First Five Year Note Period [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate during period | 12.50% | ||||||||
HealthCor Purchase Agreement [Member] | Convertible Debt 2 [Member] | Second Five Year Note Period [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate during period | 10% | ||||||||
HealthCor Note Extensions [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Issuance of warrants | 3,000,000 | ||||||||
Exercise price of warrants | $ 0.09 | ||||||||
Warrants expiration date | Mar. 08, 2032 | ||||||||
HealthCor Note Extensions [Member] | 2011 Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt maturity date | Apr. 20, 2023 | Apr. 20, 2022 | |||||||
HealthCor Note Extensions [Member] | 2012 Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt maturity date | Apr. 20, 2023 | Apr. 20, 2022 |
JOINT VENTURE AGREEMENT (Detail
JOINT VENTURE AGREEMENT (Details Narrative) - Rockwell [Member - Second Rockwell Note Amendment [Member] - Rockwell Note [Member] | Dec. 31, 2019 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Debt previous payment due date | Dec. 31, 2019 |
Debt revised payment due date | Jan. 31, 2020 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - $ / shares | 12 Months Ended | |
Mar. 05, 2024 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | ||
Options granted | 1,074,500 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Stock price | $ 0.06 | |
Option Plan 2024 [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Options granted | 29,837,858 |