CareView Communications Inc
For the period ended Mar 31, 2025. Filed May 15, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 15, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-14.
0001437749-24-035379
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001437749-25-017162
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 93 previous paragraphs and 85 current paragraphs.
61 unchanged; 16 reworded; 8 added; 15 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
Innovative Technology Designation
Current report
Revenue increased approximately $36,000 for the three months ended March 31, 2025, as compared to the same period in 2024. The increase was driven by revenues from recurring annual software recognized over time.
Current report
In October 2023, the FASB issued ASU No. 2023-06, which incorporates 14 of the 27 SEC disclosures identified in SEC Release No. 33-10532 (issued August 17, 2018). This ASU updates disclosure and presentation requirements across various Codification Topics and applies to all entities within the scope of those Topics, unless specified otherwise. The amendments are to be applied prospectively. For public business entities, each amendment becomes effective when the related SEC disclosure is removed from Regulation S-X or S-K; early adoption is not permitted. The Company has evaluated ASU No. 2023-06 and does not expect it to impact its unaudited Condensed Consolidated Financial Statements.
Current report
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update will improve the transparency and usefulness of income tax disclosures. Investors, lenders, and creditors have indicated that current disclosures do not provide enough detailed information to assess how a company's operations, tax risks, and planning affect its tax rate and future cash flows. The requirements take effect for public business entities for fiscal years beginning after December 15, 2024. The impact of adopting this standard on the Company’s unaudited Condensed Consolidated Financial Statements is currently being evaluated.
Current report
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). This update will enhance disclosures about public business entity’s expenses, responding to investor requests for more detailed information on components such as inventory purchases, employee compensation, depreciation, amortization, and depletion within commonly presented expense captions (e.g., cost of sales, SG&A, and R&D). These amendments are expected to provide investors with a clearer understanding of an entity’s expenses, helping them assess performance, forecast future expenses, and evaluate cash flow prospects. The Company is in the process of evaluating the potential impact of this standard on its unaudited Condensed Consolidated Financial Statements.
Current report
In December 2023, the FASB issued ASU No. 2023-08, “Accounting for and Disclosure of Crypto Assets,” which updates and expands disclosure requirements related to crypto assets. The guidance is effective for public business entities for fiscal years beginning after December 15, 2024, including interim periods within those years. Adoption of this standard as of January 1, 2025, had no impact on the Company’s unaudited Condensed Consolidated Financial Statements, as the Company does not hold any crypto assets.
Current report
In November 2024, the FASB issued ASU No. 2024-04, “Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments,” which clarifies the criteria for determining when a settlement of convertible debt should be accounted for as an induced conversion. The guidance applies only to conversions involving the full issuance of equity securities as originally specified in the debt terms and includes additional clarifications to aid in application. The amendments are effective for all entities for annual periods beginning after December 15, 2025, including interim periods within those years. Adoption of this standard as of January 1, 2025, had no impact on the Company’s unaudited Condensed Consolidated Financial Statements, as the conversion terms of the Company’s convertible debt were not modified to induce conversion.
Current report
There was no impact on our unaudited Condensed Consolidated Financial Statements from recently adopted accounting standards.
Removed paragraphs (15)
Previous report
Revenue decreased approximately $493,000 for the three months ended September 30, 2024, as compared to the same period in 2023. The decrease was attributable to no new customer equipment sales in the third quarter.
Previous report
Nine months ended September 30, 2024, compared to nine months ended September 30, 2023
Previous report
Revenue
Previous report
Revenue decreased approximately $1,808,000 for the nine months ended September 30, 2024, as compared to the same period in 2023. The decrease was attributable to only one new customer sale in the nine-month period.
Previous report
Other, net increased approximately $158,000 for the nine months ended September 30, 2024, as compared to the same period in 2023. The increase was attributable to the no debt restructuring costs while earning higher interest with more cash in bank.
Previous report
Operating Expenses
Previous report
Operating expenses decreased by a net 4% of approximately $311,000. The decrease was attributable to other expenses of approximately $389,000 less than comparable period from no debt-to-equity conversion costs, less advertising and marketing, renegotiated business insurance, less R&D and no Dell financing. The Professional and consulting costs of approximately $288,000 lower than the comparable period is attributed to not using Centri Business Consulting, Danielle Lewis Marketing Services and attorneys. Additionally, lower depreciation and amortization and product deployment further netted out the increase in human resource related costs.
Previous report
Net Loss
Previous report
Year-To-date 2024 net loss of approximately $3,600,000 increased approximately $1,339,000 or 59%, as compared to approximately $2,261,000 net loss for the comparable nine months of 2023.
Previous report
On March 8, 2022, we agreed with the HealthCor Parties to (i) amend the 2011 HealthCor Notes to extend the maturity date of the 2011 HealthCor Notes from April 20, 2022 to April 20, 2023 by entering into Allonge No. 4 to the 2011 HealthCor Notes (the “Third 2011 Note Allonges”) and (ii) amend the 2012 HealthCor Notes to extend the maturity date of the 2012 HealthCor Notes from April 20, 2022 to April 20, 2023 by entering into Allonge No. 4 to the 2012 HealthCor Notes (the “Fourth 2012 Note Allonges”) (such amendments to the 2011 HealthCor Notes and 2012 HealthCor Notes together, the “HealthCor Note Extensions”). In connection with the HealthCor Note Extensions, we issued the HealthCor parties warrants to purchase an aggregate of 3,000,000 shares of our Common Stock at an exercise price per share equal to $0.09 per share (subject to adjustment as described therein) and with an expiration date of March 08, 2032 (collectively the “2021 HealthCor Warrants”).
Previous report
On December 30, 2022, the Company entered into a consent and agreement to cancel and exchange existing notes and issue replacement notes and cancel warrants (the “Cancellation Agreement”) with certain holders (the “Investors”) of senior secured convertible promissory notes (“Notes”) and warrants (“Warrants”) to purchase the Company’s common stock, that were issued pursuant to the Note and Warrant Purchase Agreement, dated as of April 21, 2011 (as amended, modified, or supplemented from time to time) (the “Purchase Agreement”). The Cancellation Agreement provided for the cancellation of all outstanding Notes and Warrants issued pursuant to the Purchase Agreement in exchange for the issuance of replacement senior secured convertible promissory notes (the “Replacement Notes”) with an aggregate principal amount of $44,200,000. The maturity date of the Replacement Notes was December 31, 2023. No interest accrues on the Replacement Notes. As of June 30, 2023, all replacement notes were converted into shares of the Company’s common stock at $0.10 per share.
Previous report
On March 30, 2023, investors holding an aggregate of $26,200,000 of Replacement Notes exercised their right to convert the debt into shares of the Company’s common stock at $0.10 per share (the “First Tranche”). Upon conversion, the Company issued the investors in the First Tranche an aggregate of 262,000,000 shares. The First Tranche only converted 50% of the HealthCor Replacement Notes. Due to the insufficient number of the Company’s available authorized shares of common stock, a shareholder vote to authorize an increase in the Company’s authorized shares of common stock to 800,000,000 was approved on May 26, 2023.
Previous report
Effective May 22, 2023, the Company’s increased its authorized shares of common stock from 500,000,000 shares to 800,000,000 shares.
Previous report
On May 24, 2023, noteholders owning an aggregate of $18,000,000 Replacement Notes, provided the Company with a Conversion Notice, pursuant to the terms of the Replacement Notes, to convert the Replacement Notes into shares of the Company’s common stock at a conversion price of $0.10 per share, resulting in the issuance of an aggregate of 180,000,000 shares.
Previous report
We do not expect that the adoption of any recent accounting pronouncements will have a material impact on our accompanying condensed consolidated financial statements.
Reworded paragraphs (16)
Previous wording
CareView’s sales-based model commenced with the introduction of our updated technology. CareView has also aligned its contracting model to meet the preferred acquisition model in the hospital industry. CareView now sells its proprietary equipment to facilities in lieu of lending the equipment as defined under the subscription-based model. In doing so, the facility is billed for the hardware on acceptance of the contract. After CareView’s equipment is delivered to the facility, CareView begins the process of installing and securely integrating the equipment and software. Upon completion of installation, training, and “go-live”; referring to all systems in full operation, CareView bills the facility for the installation, training, and an annual software license fee. CareView will continue to bill the facility an annual software license fee until the end of the contract. The shift to the sales-based model has an immediate impact on our operations resulting in greater cash flow within 30 days of contract signing.
Current wording
CareView’s sales-based model commenced in the third quarter 2020 with the introduction of our latest technology. CareView aligned its contracting model to meet the preferred acquisition model in the hospital industry. CareView sells its proprietary equipment to facilities in lieu of lending the equipment per the legacy subscription-based model. The facility is billed for the hardware on acceptance of the contract. After CareView’s equipment is delivered to the facility, CareView begins the process of installing and securely integrating the equipment and software. Upon completion of installation, training, and “go-live”; referring to all systems in full operation, CareView bills the facility for the installation, training, and an annual software license fee. CareView will continue to bill the facility an annual software license fee until the end of the contract. This sales-based contracting model has an immediate impact on the company’s operations, resulting in greater cash flow within 60 days upon shipment of equipment.
Previous wording
Master Agreements and P&S Agreements are currently negotiated for a period of three years with a provision for automatic renewal. P&S Agreements specific to pilot programs (“P&S Pilot Agreements”) contain pricing terms substantially like P&S Agreements, are generally three or six-months in length and can be extended on a month-to-month basis as required. Regarding the subscription-based model, we own all rights, title, and interest in and to the equipment we install at each location and agree to maintain and repair it; although, we may charge for repairs or replacements due to damage or misuse. We are not responsible for maintaining data arising from use of the CareView Patient Safety System or for transmission errors, corruption or compromise of data carried over local or interchange telecommunication carriers. We grant each healthcare facility a limited, revocable, non-transferable, and nonexclusive license to use the software, network facilities, content, and documentation on and in the CareView Patient Safety System to the extent, and only to the extent, necessary to access, explore and otherwise use the CareView Patient Safety System in real time. Such non-exclusive license expires upon termination of the P&S Agreement.
Current wording
Master Agreements and P&S Agreements are currently negotiated for a period of five years with a minimum of two or three years. P&S Agreements specific to pilot programs (“P&S Pilot Agreements”) contain pricing terms substantially like P&S Agreements, are generally three or six-months in length and can be extended on a month-to-month basis as required. We are not responsible for maintaining data arising from use of the CareView Patient Safety System or for transmission errors, corruption or compromise of data carried over local or interchange telecommunication carriers. We grant each healthcare facility a limited, revocable, non-transferable, and nonexclusive license to use the software, network facilities, content, and documentation on and in the CareView Patient Safety System to the extent, and only to the extent, necessary to access, explore and otherwise use the CareView Patient Safety System in real time. Such non-exclusive license expires upon termination of the P&S Agreement.
Previous wording
We use specific terminology to better define and track the staging and billing of the individual components of the CareView Patient Safety System. The CareView Patient Safety System includes three components which are separately billed; the CareView Controller (previously known as RCP), the CareView SitterView Monitor, and the CareView Application Server (each component referred to as a “unit”). The term “bed” refers to each healthcare facility bed as part of the overall potential volume that a healthcare facility represents. For example, if a healthcare facility has 200 beds, the aggregate of those beds is the overall potential volume of that healthcare facility. The term “bed” is often used interchangeably with “CareView Controller” as this component of the CareView Patient Safety System consistently resides within each room where the “bed” is located. On average, there are six SitterView Monitors for each 100 beds. The term “deployed” means that the units have been delivered to the healthcare facility but have not yet been installed at their respective locations within the facility. The term “installed” means that the units have been mounted and are operational. The term “billable” refers to the aggregate of all units on which we charge fees. Units become billable once they are installed and the required personnel have been trained in their use. Units are only deployed upon the execution of a P&S Agreement or P&S Pilot Agreement.
Current wording
We use specific terminology to better define and track the staging and billing of the individual components of the CareView Patient Safety System. The CareView Patient Safety System includes three components which are separately billed; the CareView Controller (previously known as RCP), the CareView SitterView Monitor, and the CareView Application Server (each component referred to as a “unit”). The term “bed” refers to each healthcare facility bed as part of the overall potential volume that a healthcare facility represents. For example, if a healthcare facility has 200 beds, the aggregate of those beds is the overall potential volume of that healthcare facility. The term “bed” is often used interchangeably with “CareView Controller” as this component of the CareView Patient Safety System consistently resides within each room where the “bed” is located. On average, there are six SitterView Monitors for each 100 beds. The term “deployed” means that the units have been delivered to the healthcare facility but have not yet been installed at their respective locations within the facility. The term “installed” means that the mobile, portable, and fixed units are operational.
Previous wording
CareView Patent Safety System Sales-Based Model*
Current wording
CareView Patent Safety System Former Subscription Model
Previous wording
Our mission is to be the leading provider of resident monitoring products and services for the long-term care industry. We took what we learned in our medical facility business and applied it to developing a product to serve the long-term care market. With CareView Connect Quality of Life® System (“CareView Connect”), CareView has again positioned itself as a technology leader with its innovative suite of products specifically designed for all aspects of the long-term care market, including Nursing Care, Home Care, Assisted Living and Independent Living.
Current wording
Leveraging on our experience in the medical facility business, we developed a product tailored to the long-term care market. With the CareView Connect Quality of Life System (“CareView Connect”), CareView offers a comprehensive suite of solutions designed to address every aspect of long-term care, including Nursing Care, Home Care, Assisted Living, and Independent Living.
Previous wording
With this mission in mind, in the second quarter of 2018, the Company introduced a new sensor product with application in both the assisted living center market and the home health market. CareView Connect leverages both passive and active sensors to track the activities of daily life. CareView Connect provides peace of mind by using data from the resident’s activity, existing conditions, and environment to notify a caregiver of potential emergencies and identify the need for dignified support. CareView Connect consists of a small emergency assist button, two motion sensors, one sleep sensor, and one event sensor. Resident activity levels, medication administration, sleep patterns, and requests for assistance can all be monitored depending on which options are selected.
Current wording
CareView Connect leverages both passive and active sensors to track the activities of daily life. CareView Connect provides peace of mind by using data from the resident’s activity, existing conditions, and environment to notify a caregiver of potential emergencies and identify the need for dignified support. CareView Connect consists of a small emergency assist button, two motion sensors, one sleep sensor, and one event sensor. Resident activity levels, medication administration, sleep patterns, and requests for assistance can all be monitored depending on which options are selected
Previous wording
CareView Connect is a platform consisting of several products and applications targeted at improving the level of care and efficiency. CareView built a cohesive and tightly integrated solution that solves several problems that long-term care facilities face. We offer an array of wearable and stationary buttons that allow a resident to summon help either for an emergency or assistance, which can be anything from toileting help to assistance putting on their shoes. We offer a mobile app capable of delivering an alert to the caregiver and allows them to document information around that alert, how long before the alert was handled and, what was the cause of the alert, and if it was not acknowledged in a timely manner then the alert is escalated to another individual or group. This ensures that every alert is responded to in a timely manner and is verifiable.
Current wording
CareView Connect is a platform consisting of several products and applications targeted at improving the level of care and efficiency. CareView has built a cohesive and tightly integrated solution that addresses several problems that long-term care facilities face. We have an array of wearable and stationary buttons that allow a resident to summon help either for an emergency or assistance, which can be anything from toileting help to assistance putting on their shoes. We have developed a mobile app capable of delivering an alert to the caregiver and allows them document information around that alert. This allows for workflows and reports around the alerts, i.e. how long before the alert was handled, what was the cause of the alert, and if it was not acknowledged in a timely manner then the alert is escalated to another individual or group. This ensures that every alert is responded to timely and is verifiable. In addition, the caregiver usually is carrying out a litany of daily activities directed at each facility resident.
Previous wording
In October 2022, CareView received Innovative Technology Designation after the Innovative Technology Exchange in Dallas, Texas. Every year, healthcare experts serving on the member-led councils of Vizient, Inc., (“Vizient”), the nation’s largest healthcare performance improvement company, review select products and technologies for their potential to enhance clinical care, patient safety, healthcare worker safety or to improve business operations of healthcare organizations. Vizient’s diverse membership and customer base includes academic medical centers, pediatric facilities, community hospitals, integrated health delivery networks, and non-acute health care providers, and represents more than $130 billion in annual purchase volume. Technology designations are awarded to previously contracted products to signal to healthcare providers the impact of these innovations on patient care and business models of healthcare organizations.
Current wording
In the 4 th quarter of 2022 CareView received innovative Technology designation after the Innovative Technology Exchange in Dallas, TX on October 17 th. Every year, healthcare experts serving on the Vizient member-led councils review select products and technologies for their potential to enhance clinical care, patient safety, healthcare worker safety or to improve business operations of healthcare organizations. Vizient’s diverse membership and customer base includes academic medical centers, pediatric facilities, community hospitals, integrated health delivery networks, and non-acute health care providers, and represents more than 130 billion in annual purchase volume. Technology designations are awarded to previously contracted products to signal to healthcare providers the impact of these innovations on patient care and business models of healthcare organizations.
Previous wording
Our contracts typically include multiple combinations of our products, software solutions, and related services with multiple payment options. Customers can continue to lease our equipment under our subscription model or can purchase our equipment upfront under our sales-based contract model with an auto-renewal at the end of each contract period. The new sales-based contract offers our customers the flexibility of capitalizing on their investment, which in turn, replenishes our cash reserves. For the years ended December 31, 2023, and 2022, the Company executed sales-based contracts in approximate aggregated amounts of $8,223,000 and $4,309,000.
Current wording
Our contracts typically include multiple combinations of our products, software solutions, and related services with multiple payment options. Customers can continue to lease our equipment under our subscription model or can purchase our equipment upfront under our sales-based contract model with an auto-renewal at the end of each contract period. The new sales-based contract offers our customers the flexibility of capitalizing on their investment, which in turn, replenishes our cash reserves. For the three months ended March 31, 2025, and 2024, the Company executed sales-based contracts in approximate aggregated amounts of $965,000 and $1,068,000, respectively.
Previous wording
Operating expenses increased by a net 6% because of the following items:
Current wording
Operating expenses decreased by a net 2.6% because of the following items:
Previous wording
Human resource related costs (including salaries and benefits and non-cash compensation) increased approximately $545,000 due to higher payroll with more employees, 2024 stock option awards, and sales commissions during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. Product deployment costs decreased approximately $137,000 due to decrease in cost of sales of hardware and associated installation, training and go-live. Professional and consulting costs decreased approximately $89,000 due to having employees vs. consultants. Travel and entertainment costs increased approximately $3,000 due to increase cost of travel. For the comparable periods, other expenses decreased approximately $147,000, primarily as a result of advertising and marketing, R&D, business insurance and patent expenses.
Current wording
Human resource related costs (including salaries and benefits and non-cash compensation) increased approximately $33,000 due to stock compensation expense during the three months ended March 31, 2025 as compared to the three months ended March, 31 2024. Product deployment costs decreased approximately $163,000 due to decrease in property taxes, clinical and training, other state taxes and sales commissions. Professional and consulting costs increased approximately $34,000 due to use of independent contractors. Travel and entertainment costs increased approximately $2,000 due to airfare prices. For the comparable periods, other expenses increased approximately $61,000, primarily as a result of attorney fees including King & Spalding, LLP.
Previous wording
Other non-operating income and expense decreased by approximately $40,000, or 5%, for the three months ended September 30, 2024 in comparison to the same period in 2023, primarily because of no debt restructuring costs while earning higher interest with more cash in bank.
Current wording
Other non-operating income and expense decreased by approximately $3,000, or 0.3%, for the three months ended March 31, 2025 in comparison to the same period in 2024.
Previous wording
As a result of the factors above, our third quarter 2024 net loss of approximately $1,470,000, increased approximately $600,000, or 69%, as compared to approximately $870,000 net loss for the third quarter of 2023.
Current wording
As a result of the factors above, our first quarter 2025 net loss of approximately $921,000, decreased approximately $101,000, or 9.9%, as compared to approximately $1,022,000 net loss for the first quarter of 2024.
Previous wording
The Company has experienced net losses and significant cash outflows from cash used in operating activities over the past years. As of and for the three months ended September 30, 2024, the Company had an accumulated deficit of $211,485,106, loss from operations of $1,470,655, net cash provided by operating activities of $392,966, and an ending cash balance of $1,400,386.
Current wording
The Company has experienced net losses and significant cash outflows from cash used in operating activities over the past years. As of and for the three months ended March 31, 2025, the Company had an accumulated deficit of $213,506,898, net loss from operations of $134,710, net cash provided by operating activities of $286,608, and an ending cash balance of $1,026,065.
Previous wording
As of September 30, 2024, the Company had a working capital deficit of $40,269,985 consisting primarily of PDL notes payables including accrued interest. Management has evaluated the significance of the conditions described above in relation to the Company’s ability to meet its obligations and concluded that, without additional funding, the Company will not have sufficient funds to meet its obligations within one year from the date the condensed consolidated financial statements were issued. While management will look to continue funding operations by increased sales volumes and raising additional capital from sources such as sales of its debt or equity securities or loans to meet operating cash requirements, there is no assurance that management’s plans will be successful. 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 through November 13, 2025.
Current wording
As of March 31, 2025, the Company had a working capital deficit of $41,672,427 consisting primarily of PDL notes payables, including accrued interest. Management has evaluated the significance of the conditions described above in relation to the Company’s ability to meet its obligations and concluded that, without additional funding, the Company will not have sufficient funds to meet its obligations within one year from the date the condensed consolidated financial statements were issued. While management will look to continue funding operations by increased sales volumes and raising additional capital from sources such as sales of its debt or equity securities or loans to meet operating cash requirements, there is no assurance that management’s plans will be successful. 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 through May 14, 2026.
Previous wording
Please refer to our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Commission on March 29, 2024 and incorporated herein by reference, for detailed explanation of our critical accounting estimates, which have not changed significantly during the three and nine months ended September 30, 2024.
Current wording
Please refer to our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Commission on March 31, 2025 and incorporated herein by reference, for detailed explanation of our critical accounting estimates, which have not changed significantly during the three months ended March 31, 2025.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Our principal operating costs include the following items as a percentage of total operating expense.