CareView Communications Inc 10-Q for FY2026 Q2
CareView Communications Inc (CRVW)
About this 10-Q
CareView Communications Inc filed this 10-Q on August 12, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.85M
- up 19.6% from $2.38M a year earlier
- Net loss
- $283.66K
- compared with a net loss of $588.71K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from________ to ___________
Commission File No.
CAREVIEW COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
| | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(
(Registrant’s telephone number)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act:
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| | ☑ | Smaller reporting company | |
| Emerging growth company | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares outstanding of each of the issuer’s classes of Common Stock as of August 12, 2026 was
CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES
INDEX
| Page |
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| Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025 |
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| Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, | ||||||||
| 2026 | December 31, | |||||||
| (unaudited) | 2025 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventory | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Other Assets: | ||||||||
| Intangible assets, net | ||||||||
| Operating lease right-of-use asset | ||||||||
| Other assets, net | ||||||||
| Total other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Notes payable | ||||||||
| Notes payable - related parties | ||||||||
| Deferred revenue | ||||||||
| Operating lease liability | ||||||||
| Accrued interest payable | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Long-term Liabilities: | ||||||||
| Operating lease liability, net of current portion | ||||||||
| Deferred revenue | ||||||||
| Other liabilities | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders' Deficit: | ||||||||
| Preferred stock - par value $; shares authorized; shares issued and outstanding | ||||||||
| Common stock - par value $; shares authorized; issued and outstanding | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders' deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders' deficit | $ | $ | ||||||
The accompanying footnotes are an integral part of these Condensed Consolidated Financial Statements.
CAREVIEW COMMUNICATIONS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE three and six months ended June 30, 2026 and 2025
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| Revenues | ||||||||||||||||
| Subscription-based revenue | $ | $ | $ | $ | ||||||||||||
| Sales-based equipment package revenue | ||||||||||||||||
| Sales-based software bundle revenue | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Cost of equipment | ||||||||||||||||
| Network operations | ||||||||||||||||
| General and administration | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Research and development | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total operating expense | ||||||||||||||||
| Operating income | ||||||||||||||||
| Other income and (expense) | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| Total other income (expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of common shares outstanding, basic, and diluted | ||||||||||||||||
The accompanying footnotes are an integral part of these Condensed Consolidated Financial Statements.
CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE three and six months ended June 30, 2026 and 2025
(Unaudited)
| Additional | ||||||||||||||||||||
| Common Stock | Paid in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Stock based compensation | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Stock based compensation | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Stock based compensation | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Stock based compensation | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying footnotes are an integral part of these Condensed Consolidated Financial Statements.
CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE six months ended June 30, 2026 and 2025
(Unaudited)
| Six Months Ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash flows provided by operating activities: | ||||||||
| Depreciation | ||||||||
| Amortization of intangible assets | ||||||||
| Amortization of deferred installation costs | ||||||||
| Non-cash lease expense | ||||||||
| Stock based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ||||||
| Contract assets | ( | ) | ||||||
| Other current assets | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued interest | ||||||||
| Other current liabilities | ||||||||
| Deferred revenue | ||||||||
| Operating lease liability | ( | ) | ( | ) | ||||
| Net cash flows provided by operating activities | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Net cash flows used in investing activities | ( | ) | ( | ) | ||||
| Increase in cash | ||||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
The accompanying footnotes are an integral part of these Condensed Consolidated Financial Statements.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Interim Financial Statements
The accompanying unaudited interim Condensed Consolidated Financial Statements of CareView Communications, Inc. (“CareView”, the “Company”, “we”, “us” or “our”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The balance sheet at December 31, 2025 has been derived from the audited Consolidated Financial Statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Results of operations for interim periods are not necessarily indicative of results for the full year. The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 30, 2026.
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 fulfilling this promise and maintains control, the Company is acting as the principal.
Disaggregation of Revenue
The following presents net revenues disaggregated by our business models:
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Sales-based contract revenue | ||||||||||||||||
| Equipment package (point in time) | $ | $ | $ | $ | ||||||||||||
| Software bundle (over time) | ||||||||||||||||
| Total sales-based contract revenue | ||||||||||||||||
| Subscription-based lease revenue (over time) | ||||||||||||||||
| Net revenue | $ | $ | $ | $ | ||||||||||||
Contract Liabilities
Our sales-based contract payment arrangements with our customers typically include an initial equipment payment due upon signing of the contract and subsequent payments when certain performance obligations are completed. Customer payments received in advance of satisfaction of related performance obligations are deferred as contract liabilities. These amounts are recorded as “deferred revenue” in our Condensed Consolidated Balance Sheets and recognized into revenues as either a point in time or over time.
During the three and six months ended June 30, 2026 and 2025, sales-based deferred contract liability recognized as revenue totaled $
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ||||||||||||
| Additions | ||||||||||||||||
| Transfer to revenue | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Balance, end of period | $ | $ | $ | $ | ||||||||||||
As of June 30, 2026, 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 $
| Years Ending December 31, | Amount | |||
|
| $ | |||
|
| ||||
| $ | ||||
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 internal 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 Condensed Consolidated Statements of Operations.
The table below details the activity in these deferred installation costs during the periods ended June 30, 2026 and 2025, included in other assets in the accompanying unaudited Condensed Consolidated Balance Sheets.
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ||||||||||||
| Additions | ||||||||||||||||
| Transfer to expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Balance, end of period | $ | $ | $ | $ | ||||||||||||
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.
The contract transaction price is allocated to distinct performance obligations using the estimated standalone selling price. We determine the standalone selling price through maximizing observable inputs such as standalone sales, competitor standalone sales, or substantive renewal prices charged to customers when they exist. In instances where the 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 that 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 54 months. At the lease commencement date, an operating lease liability and related operating lease asset are recognized. The operating lease liabilities are calculated using the present value of lease payments. The discount rate used is either the rate implicit in the lease, when known, or our estimated incremental borrowing rate. Operating lease assets are valued based on the initial operating lease liabilities plus any prepaid rent and direct costs from executing the leases.
Earnings (Loss) Per Share
We calculate earnings per share (“EPS”) in accordance with GAAP, which requires the computation and disclosure of two EPS amounts, basic and diluted. Basic EPS is computed based on the weighted average number of common shares outstanding during the period. Diluted EPS is computed based on the weighted average number of common shares outstanding plus all potentially dilutive common shares outstanding during the period under the treasury stock method. Such potential dilutive common shares consist of stock options, and warrants to purchase our Common Stock (the “Warrants”). Potential common shares totaling
Recently Adopted Accounting Pronouncements
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 Company adopted this guidance on January 1, 2025, on a prospective basis. The adoption enhanced the Company’s income tax disclosures by increasing the level of detail and transparency but did not affect the Company’s financial position, results of operations, or cash flows.
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 in this update are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company adopted this standard on January 1, 2026. The adoption of this guidance did not have a material impact on the Company’s Condensed Consolidated Financial Statements because the Company had no outstanding convertible debt instruments upon adoption.
In July 2025, the FASB issued ASU 2025-05, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets," which amends how entities estimate expected credit losses for current accounts receivable and current contract assets arising from revenue contracts under ASC 606. The amendments simplify the measurement of expected credit losses for current accounts receivable and current contract assets by permitting entities to assume that current conditions as of the balance sheet date persist throughout the remaining contractual term of those assets, thereby reducing the need for complex forecasting. The amendments are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods. The Company adopted this guidance on January 1, 2026. The adoption did not have a material impact on the Company's Condensed Consolidated Financial Statements.
There was no impact on our Condensed Consolidated Financial Statements from recently adopted accounting standards.
Recently Issued Accounting Pronouncements
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 is currently evaluating ASU No. 2023-06 and does not expect it to impact its Condensed Consolidated Financial Statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). This update enhances 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 effective date for these amendments, as clarified by ASU 2025-01, is for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The standard can be applied either prospectively or retrospectively. We are currently assessing adoption timing and the effect that the updated standard will have on our financial statement disclosures.
In September 2025, the FASB issued ASU 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software." The update eliminates all references to "development stages", so entities are no longer required to wait for a specific application development stage before capitalizing costs. The two key criteria for when capitalization of internal-use software costs may begin are when Management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the intended function. The amendments are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. Management is currently assessing the potential effects on our financial statements and considering the possibility of early adoption.
There have been no material changes to our significant accounting policies as summarized in NOTE 1 of our Condensed Consolidated Financial Statements for the period ended June 30, 2026. We do not expect the adoption of recently issued accounting standards to have a material effect on our accompanying Condensed Consolidated Financial Statements.
NOTE 2 – GOING CONCERN, LIQUIDITY AND MANAGEMENT’S PLANS
Accounting standards require management to evaluate our ability to continue as a going concern for a period of one year after the issuance of these financial statements (“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. At the six months ended June 30, 2026, management considered 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 Company’s net losses and working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. 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 revenue adequate to support the Company’s cost structure.
As of June 30, 2026, the Company had a working capital deficit of $
Management continues to monitor the immediate and future cash flows needs of the company in a variety of ways which include forecasted net cash flows from operations, capital expenditure control, new inventory orders, debt modifications, increases in sales outreach, streamlining and controlling general and administrative costs, competitive industry pricing, sale of equities, debt conversions, new product or services offerings, and new business partnerships.
The accompanying Condensed 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.
NOTE 3 – STOCKHOLDERS’ EQUITY
Warrants to Purchase Common Stock of the Company
We use the Black-Scholes-Merton option pricing model (“Black-Scholes Model”) to determine the fair value of Warrants. The Black-Scholes Model requires the use of a number of assumptions including expected volatility of the stock price, risk-free interest rate, and expected term. The expected volatility is based on the historical volatility of the Company’s stock. The risk-free interest rate was based on U.S. Treasury yields commensurate with the expected term of the warrants. The expected term of the warrants was based on the contractual term and management’s expectations of exercise behavior.
A summary of our Warrants activity and related information follows:
| Weighted | ||||||||||||||||
| Weighted | Average | |||||||||||||||
| Number of | Range of | Average | Remaining | |||||||||||||
| Shares Under | Warrant Price | Exercise | Contractual | |||||||||||||
| Warrant | Per Share | Price | Life | |||||||||||||
| Balance at December 31, 2025 | $ | $ | ||||||||||||||
| Granted | — | — | — | — | ||||||||||||
| Expired | — | — | — | — | ||||||||||||
| Canceled | — | — | — | — | ||||||||||||
| Balance at June 30, 2026 | $ | $ | ||||||||||||||
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”), 2020 Stock Option Plan ( the “2020 Plan”), and 2024 Stock Option Plan (the "2024 Plan"), pursuant to which
At June 30, 2026, Plan Options to purchase
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. The fair value of stock options granted was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: expected volatility ranging from
A summary of our stock option activity and related information follows:
| Weighted | ||||||||||||||||
| Weighted | Average | |||||||||||||||
| Number of | Average | Remaining | Aggregate | |||||||||||||
| Shares Under | Exercise | Contractual | Intrinsic | |||||||||||||
| Options | Price | Life | Value | |||||||||||||
| Balance at December 31, 2025 | $ | $ | ||||||||||||||
| Granted | — | |||||||||||||||
| Forfeited/Expired | ( | ) | — | — | ||||||||||||
| Exercised | — | — | ||||||||||||||
| Balance at June 30, 2026 | $ | $ | ||||||||||||||
| Vested and Exercisable at June 30, 2026 | $ | $ | ||||||||||||||
During the three and six months ended June 30, 2026 and 2025, share-based compensation expense for options were $
At June 30, 2026, total unrecognized estimated compensation expense related to non-vested Options granted prior to that date was approximately $
NOTE 4 – OTHER CURRENT ASSETS
Other current assets consist of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Prepaid insurance | $ | $ | ||||||
| Other prepaid expenses | ||||||||
| TOTAL OTHER CURRENT ASSETS | $ | $ | ||||||
NOTE 5 – INVENTORY
Inventory is valued at the lower of cost, determined on a first-in, first-out (FIFO), or net realizable value. Inventory items are analyzed to determine cost and net realizable value and appropriate valuation adjustments are then established.
Inventory consists of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Mobile cart units | $ | $ | ||||||
| Portable units | ||||||||
| Equipment components | ||||||||
| TOTAL INVENTORY | $ | $ | ||||||
NOTE 6 – PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Network equipment | $ | $ | ||||||
| Office equipment | ||||||||
| Vehicles | ||||||||
| Test equipment | ||||||||
| Furniture | ||||||||
| Warehouse equipment | ||||||||
| Leasehold improvements | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| TOTAL PROPERTY AND EQUIPMENT, NET | $ | $ | ||||||
Depreciation expense for the three and six months ended June 30, 2026 and 2025 was $
NOTE 7 – INTANGIBLE AND OTHER ASSETS, NET
Intangible assets consist of the following:
| June 30, 2026 | ||||||||||||
| Cost | Accumulated Amortization | Net | ||||||||||
| Patents and trademarks | $ | $ | $ | |||||||||
| Other intangible assets | ||||||||||||
| TOTAL INTANGIBLE ASSETS | $ | $ | $ | |||||||||
| December 31, 2025 | ||||||||||||
| Cost | Accumulated Amortization | Net | ||||||||||
| Patents and trademarks | $ | $ | $ | |||||||||
| Other intangible assets | ||||||||||||
| TOTAL INTANGIBLE ASSETS | $ | $ | $ | |||||||||
Amortization expense for the three and six months ended June 30, 2026 and 2025 was $
Other assets consist of the following:
| June 30, 2026 | ||||||||||||
| Cost | Accumulated Amortization | Net | ||||||||||
| Deferred installation costs | $ | $ | $ | |||||||||
| Deferred clinical training costs | ||||||||||||
| Deferred sales commissions | ||||||||||||
| Prepaid license fee | ||||||||||||
| Security deposit | ||||||||||||
| TOTAL OTHER ASSETS | $ | $ | $ | |||||||||
| December 31, 2025 | ||||||||||||
| Cost | Accumulated Amortization | Net | ||||||||||
| Deferred installation costs | $ | $ | $ | |||||||||
| Deferred clinical training costs | ||||||||||||
| Deferred sales commissions | ||||||||||||
| Prepaid license fee | ||||||||||||
| Security deposit | ||||||||||||
| TOTAL OTHER ASSETS | $ | $ | $ | |||||||||
NOTE 8 – OTHER CURRENT LIABILITIES
Other current liabilities consist of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Allowance for system removal | $ | $ | ||||||
| Accrued paid time off | ||||||||
| Deferred officer compensation (1) | ||||||||
| Other accrued liabilities | ||||||||
| TOTAL OTHER CURRENT LIABILITIES | $ | $ | ||||||
| (1) | Remaining salary payable for Steve Johnson, CEO, between February 15, 2018 and September 30, 2020. |
NOTE 9 – AGREEMENT WITH PDL BIOPHARMA, INC.
On June 26, 2015, we entered into a Credit Agreement (as subsequently amended) with PDL BioPharma, Inc. (“PDL”), as administrative agent and lender (“the Lender”) (the “PDL Credit Agreement”).
On December 11, 2024 (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 Ninth Amendment to Credit Agreement (the “Ninth Credit Agreement Amendment”), pursuant to which the parties agreed to amend the Credit Agreement to (i) provide that the Maturity Date shall be extended to March 31, 2025.
On March 21, 2025 (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 Tenth Amendment to Credit Agreement (the “Tenth Credit Agreement Amendment”), pursuant to which the parties agreed to amend the Credit Agreement to (i) provide that the Maturity Date shall be extended to June 30, 2025.
On June 30, 2025 (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 Eleventh Amendment to Credit Agreement (the “Eleventh Credit Agreement Amendment”), pursuant to which the parties agreed to amend the Credit Agreement to (i) provide that the Maturity Date shall be extended to September 30, 2025.
On September 30, 2025 (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 Twelfth Amendment to Credit Agreement (the “Twelfth Credit Agreement Amendment”), pursuant to which the parties agreed to amend the Credit Agreement to (i) provide that the Maturity Date shall be extended to December 31, 2025.
On December 31, 2025 (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 Thirteenth Amendment to Credit Agreement (the “Thirteenth Amendment to Credit Agreement”), pursuant to which the parties agreed to amend the Credit Agreement to (i) provide that the Maturity Date shall be extended to March 31, 2026.
On March 30, 2026 (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 Fourteenth Amendment to Credit Agreement (the “Fourteenth Credit Agreement Amendment”), pursuant to which the parties agreed to amend the Credit Agreement to (i) provide that the Maturity Date shall be extended to June 30, 2026.
On June 30, 2026 (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 Fifteenth Amendment to Credit Agreement (the “Fifteenth Credit Agreement Amendment”), pursuant to which the parties agreed to amend the Credit Agreement to (i) provide that the Maturity Date shall be extended to September 30, 2026. The note payable balance of $
Accounting Treatment
On June 30, 2026 the Company entered into the Fifteenth Credit Agreement (as detailed above). Under ASC 470-60-55-10, a concession is deemed to have been granted, and the agreement is to be accounted for as a troubled debt restructuring by debtors (TDR). The Company did not have any debt restructuring costs and legal costs were expensed, as appropriate.
NOTE 10 – LEASE
Under ASC Topic 842, Leases (“ASC 842”), operating lease expense is generally recognized evenly over the term of the lease. The Company has an operating lease primarily consisting of office space with a remaining lease term of
On May 8, 2025 we entered into the Fifth Amendment to Commercial Lease Agreement, extending the term of the Lease until December 31, 2030 ("New Expiration Date"). We have concluded the Fifth Amendment to Commercial Lease Agreement qualifies as a lease modification (renewal) under ASC 842. As a result of the modification, The Company has remeasured the lease liability and right-of-use (ROU) asset as of the effective date of the amendment. The Company’s weighted average remaining lease term is approximately
The Company has further concluded that the Lease Extension has no effects on the classification of the Lease, which continues as an operating lease. Rent expense for the six months ended June 30, 2026 and 2025 totaled $
Undiscounted Cash Flows
Future lease payments included in the measurement of operating lease liability on the Condensed Consolidated Balance Sheets as of June 30, 2026, for the following five fiscal years and thereafter as follows:
| Period Ending | Operating | |||
| June 30, 2026 | Leases | |||
| Remaining 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Total minimum lease payments | $ | |||
| Less effects of discounting | ( | ) | ||
| Present value of future minimum lease payments | $ | |||
NOTE 11 – SEGMENT REPORTING
The Company has reportable segment as it only reports operating results on an aggregated basis to the Chief Executive Officer who serves as the Chief Operating Decision Maker (CODM). The Company derives revenue and manages the business activities on a consolidated basis. For the three and six months ended June 30, 2026, and 2025, all revenues from the Company’s external customers were derived, and all long-lived assets were located, in the United States.
The CODM is regularly provided with financial information, including revenue and expenses, in a format consistent with the Company’s Condensed Consolidated Statements of Operations. The CODM regularly reviews reported consolidated revenues, significant expenses, and consolidated net loss. The CODM considers these measures, as well as other factors, such as an assessment of a new product’s future market potential, when determining how to allocate company-wide resources. The CODM does not review assets at a different level or category than those disclosed in the Condensed Consolidated Balance Sheets.
Significant expenses are amounts that are regularly provided to the CODM and included in consolidated net income (loss), the Company’s primary measure of its single segment’s profit or loss.
Segment financial information used by the CODM to assess segment performance and make decisions about resource allocation was as follows:
| Profit and Loss-One Segment | Three Months Ended | Six Months Ended | ||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| Revenues: | $ | $ | $ | $ | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Salary and wages | ||||||||||||||||
| Installation expenses | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Equipment costs | ||||||||||||||||
| Rent | ||||||||||||||||
| Health insurance | ||||||||||||||||
| Paid time off | ||||||||||||||||
| Other segment expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating income (loss) | ||||||||||||||||
| Other income and (expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
NOTE 12 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through August 12, 2026.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
The following discussion and analysis provide information which our management believes to be relevant to an assessment and understanding of our results of operations and financial condition. This discussion should be read together with our financial statements and the notes to the financial statements, which are included in this Quarterly Report on Form 10-Q (the “Report”). This information should also be read in conjunction with the information contained in our Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2026. The reported results will not necessarily reflect future results of operations or financial condition.
Throughout this Quarterly Report on Form 10-Q (the “Report”), the terms “we,” “us,” “our,” “CareView,” or “Company” refers to CareView Communications, Inc., a Nevada corporation, and unless otherwise specified, includes our wholly owned subsidiaries, CareView Communications, Inc., a Texas corporation (“CareView-TX”) and CareView Operations, LLC, a Nevada limited liability company (“CareView Operations”) (collectively known as the “Company’s Subsidiaries”).
We maintain a website at www.care-view.com and our Common Stock trades on the OTCQB under the symbol “CRVW.’’
Company Overview and Recent Developments
As a leader in turnkey patient video monitoring solutions, CareView is redefining the standard of patient safety in hospitals and healthcare facilities across the country. For over a decade, CareView has relentlessly pursued innovative ways to increase patient protection, providing next generation solutions that lower operational costs and foster a culture of safety among patients, staff, and hospital leadership. With installations in more than 150 hospitals, CareView has proven that its innovative technology is creating a culture of patient safety where patient falls have decreased by 80% and sitter costs reduced by more than 65%. Anchored by the CareView Patient Safety System® and CareView Patient Care SystemTM, this modular, scalable solution delivers flexible configurations to fit any facility while significantly increasing patient safety, care, and operational savings. All configurations feature HD cameras, high-fidelity 2-way audio/video, LCD displays for the ultimate in capability, flexibility, and affordability.
SitterView® and TeleMedView™ allows hospital staff to use CareView’s high-quality video cameras with pan-tilt-zoom and 2-way video functionality to observe and communicate with patients remotely. With CareView, hospitals are safely monitoring more patients while providing a higher level of care by leveraging CareView’s patented technology, a portfolio that includes 40 patents. TeleMedView leverages the CareView Mobile Controller’s built-in monitor and can work with the CareView Portable Controller as well. Usage of SitterView and TeleMedView has increased in response to a growing demand for remote patient monitoring driven by increasing demands for care and staffing shortages in the healthcare industry.
The CareView Patient Safety System enables virtual nursing workflows for patient observation, companionship, care concierge, and administrative tasks can ease workloads and improve care delivery. Hybrid patient care, the combination of bedside and virtual care, allows hospitals to keep nurses working at the top of their licenses and creates flexible and scalable workforce options. CareView’s integrations with existing clinical workflow and patient engagement tools allow providers to access patient rooms virtually from within the EHR workflow. CareView then becomes the centralized hub for a patient-centric, interconnected virtual care system.
CareView Patient Safety System
Our CareView Patient Safety System provides innovative ways to increase patient protection, provides advanced solutions that lower operational costs, and helps hospitals foster a culture of safety among patients, staff, and hospital leadership. We understand the importance of providing high quality patient care in a safe environment and believe in partnering with hospitals to improve the quality of patient care and safety by providing a system that monitors continuously. We are committed to providing an affordable video monitoring tool to improve the practice of nursing, create a better work environment and make the patient’s hospital stay more satisfying. Our suite of products and services can simplify and streamline the task of preventing and managing patients’ falls, enhance patient safety, improve quality of care, and reduce costs. Our products and services can be used in all types of hospitals, nursing homes, adult living centers, and selected outpatient care facilities domestically and internationally.
The CareView Patient Safety System includes CareView’s SitterView, providing a clear picture of up to 40 patients at once, allowing staff to intervene and document patient risks more quickly. SitterView features intuitive decision support pathway, guiding staff alarm response and pan- tilt-zoom functionality, allowing staff to home in on areas of interest. CareView’s new Analytics Dashboard provides real-time metrics on utilization, compliance, and outcome data by day, week, month, and quarter. Outcomes are automatically compared to organizational goals to evaluate real-time ROI.
CareView’s next generation of in-room camera; the CareView Controller features an HD camera, high-fidelity 2-way audio, and an LCD display, harnessing increased performance to deliver the ultimate in capability, flexibility, and affordability for all types of hospitals. Building on top of CareView’s patented Virtual Bed Rails® and Virtual Chair Rails® predictive technology, the CareView Controller uses machine learning to differentiate between normal patient movements and behaviors of a patient at risk. This technology results in less false alarms, faster staff intervention, and a significant reduction in patient falls.
The CareView Controller is available in multiple configurations for permanent or temporary situations; the CareView Mobile, Portable, and Fixed Controller. For situations that demand that the camera come to the patient, the CareView Mobile Controller on wheels comes with an uninterrupted external power supply for situations where power may not be readily available and can operate on the facility’s wireless network. For monitoring patients within a general care unit, the CareView Portable Controller can be easily removed from mounts and moved where the workflow dictates, making this application perfect for general use. For high-risk patient rooms where behavior and self-harm may be a factor, or where a patient must be continuously monitored, the CareView Fixed Controller can be installed seamlessly in the ceiling tiles leaving no exposed wiring making it ligature resistant.
The CareView Patient Safety System can be easily configured to meet the individual privacy and security requirements of any hospital or nursing facility. CareView is compliant with the Health Insurance Portability and Accountability Act (“HIPAA”) and certified by HITRUST. Additional HIPAA-compliant features allow privacy options to be enabled at any time by the patient, nurse, or physician.
CareView Patient Safety System Products and Services Agreement with Healthcare Facilities
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.
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.
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.
CareView continues its dedication to provide service and support on a 24x7x365 basis for every customer under every contract.
CareView Patent Safety System Former Subscription Model
CareView’s subscription-based model is offered to healthcare facilities through a Products and Services Agreement (the “P&S Agreement(s)”). During the term of the P&S Agreement, we provide continuous monitoring of the CareView Patient Safety System products and services deployed to a healthcare facility and maintain and service all equipment installed by us. Under the subscription-based model, terms of each P&S Agreement require the healthcare facility to pay us a monthly fee based on the number of selected, installed, and activated services. None of the services provided through the Primary Package are paid or reimbursed by any third-party provider including insurance companies, Medicare, or Medicaid. We also enter into corporate-wide agreements with healthcare companies (the “Master Agreement(s)”), wherein the healthcare companies enter into individual facility level agreements that are substantially like our P&S Agreements.
CareView Connect®
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.
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
The skilled nursing home market consists of approximately 2,000,000 beds, which is double the size of the current hospital/healthcare facility bed market. The assisted living center market is even larger at approximately 3,000,000 beds. Our products flow naturally into the nursing home space as it is substantially the same setting as hospital rooms.
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.
Alert Management and Monitoring System
CareView Connect provides a suite of hardware and software that facilitates a data-driven solution for alert management and monitoring. CareView Connect’s solution provides additional context, including location of the resident, which improves response time by the staff. The alert system includes a documentation platform that allows the facility’s staff to classify the reason for alerts and provides metrics around response time. CareView Connect’s solution involves several passive sensors that monitor the resident.
Caregiver Platform
The caregiver platform includes a “Leave of Absence” component, which allows the facility to document when the resident is outside of their room for a duration of time. This information is incorporated with known data from the workflows and sensors to improve awareness. The Caregiver Connect mobile application provides a convenient and intuitive interface to the CareView Connect platform. The caregiver can use the mobile app to capture important information and interface with critical workflows, such as acknowledging and documenting alert presses by the resident. CareView Connect also provides a product focused on capturing and measuring the mental state and pain experienced by the resident. “How are you feeling today?” provides a convenient way to capture information about the mental state of the resident using emojis. Similarly, “What is your pain today?” allows the staff to categorize and document pain. Connect Resident is a tablet application intended for the resident’s direct use. This product currently supports video conferencing with a remote caregiver, becoming a communications conduit for telehealth. Connect Resident also supports “How are you feeling today?”, which allows the resident to submit this information directly.
Quality of Life Metrics
CareView developed its own algorithm for measuring quality of life based on “best of breed” research and leveraging the data collected by the platform. CareView Connect’s Quality of Life Metrics focuses on several categories, including Physical Activity, Bodily Pain, General Health, Vitality, Social Interaction, Mental Health, and Sleep Quality. Leveraging this data, the facility and their staff have improved visibility into the health and well-being of their residents. By applying machine learning and predictive analytics, subtle patterns and trends that may not otherwise be visible become actionable. The facility can use this information to present a more compassionate and capable level of care, differentiating the facility from their competition. The Quality-of-Life Metrics information can be made available to the family and loved ones, opening a new channel of remote awareness and care. Because the information is collected automatically, the family gains awareness on issues of which their loved ones may normally be unaware. The Connect Family mobile application allows family members to monitor their loved one and receive alerts and notifications based on their preferences.
Pricing Structure and Revenue Streams
The CareView Connect suite of products and services offers multiple pricing models. We work with each facility on pricing to offer an affordable package based on the demographics of the residents of the facility. The pricing structure with each facility is negotiated separately. Typically, we offer the CareView Connect basic package at a price per monitored room with varying price structures based on number of sensors and number of residents in each facility.
Purchasing Agreement with Decisive Point Consulting Group, LLC
On February 2, 2021, we partnered with Decisive Point Consulting Group, a Department of Veterans Affairs Contractor Verification Enterprise (CVE) and a Verified Service-Disabled Veteran Owned Small Business (SDVOSB), to expand our reach within the VA hospitals and Community Living Centers space. Our partnership reflects our desire to collaborate with companies that share our vision of patient safety. We continue to use this partnership to contract with VA hospitals and their Community Living Centers (“CLC”).
Indefinite Delivery Indefinite Quality (IDIQ) Contract
On September 10, 2021, the Company entered an Indefinite Delivery Indefinite Quality (IDIQ) contract for Telecare Services with Shore Systems and Solutions, LLC (S3). The award provides S3 with a path to providing the CareView System to veterans and their families receiving care at the 1,293 Veterans Health Administration (“VHA”) facilities across the United States and Territories.
General Service Administration Multiple Award Schedule
Pursuant to the terms of the Company’s General Service Administration (“GSA”) Multiple Award Schedule contract (“MAS”), the MAS allows us to sell the CareView System at a negotiated rate to the approximate 169 United States Department of Veterans Affairs (“VA”) facilities with over 39,000 licensed beds and the approximate 42 DOD hospitals with over 2,600 licensed beds. The sales-based model was added to the MAS, which allows us to sell the proprietary hardware and license the software on an annualized basis. The MAS is one of the most widely accepted government contract vehicles available to agency procurement officers. GSA’s application process requires potential vendors to be recognized as highly credible and well established. CareView is the sole source provider. Our products and services represent an enormous opportunity to improve the health and safety of our Nation’s veterans.
Innovative Technology Designation
In the 4th quarter of 2022 CareView received innovative Technology designation after the Innovative Technology Exchange in Dallas, TX on October 17th. 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.
Group Purchasing Agreement with HealthTrust Purchasing Group, LP
On December 14, 2016, the Company entered a Group Purchasing Agreement with HealthTrust Purchasing Group, L.P. (“HealthTrust”) (the “HealthTrust GPO Agreement”), the Nation’s only committed-model Group Purchasing Organization (“GPO”) headquartered in Nashville, Tennessee. HealthTrust serves approximately 1,600 acute care facilities and members in more than 26,000 other locations, including ambulatory surgery centers, physician practices, long-term care, and alternate care sites. The agreement was effective on January 1, 2017 and all CareView System components and modules are available for purchase by HealthTrust’s exclusive membership. HealthTrust members may order CareView’s products and services included in the agreement directly from CareView.
On October 1, 2018, the Company added CareView Connect to the HealthTrust GPO Agreement.
On November 1, 2020, the sales-based contract model was added to the HealthTrust GPO Agreement which allows us to sell the proprietary hardware and license the software on an annualized basis. We continue to work with HealthTrust and their members to expand contracts.
On July 1, 2025, we extended our HealthTrust Purchasing Agreement through June 30, 2028.
Group Purchasing Agreement with Premier, Inc.
On June 8, 2022 the Company entered a Group Purchasing Agreement with Premier, Inc. (“Premier”), headquartered in Charlotte, N.C. Premier is a leading healthcare improvement company, uniting an alliance of more than 4,400 U.S. hospitals and health systems and approximately 225,000 other providers and organizations to transform healthcare. The agreement was effective on June 15, 2022 and all Gen 5 CareView System components and modules are available for purchase by Premier’s exclusive membership. Premier members may order CareView’s products and services included in the agreement directly from CareView. We are continuing to work with Premier on new contracts.
Group Purchasing Agreement with Vizient
On February 15, 2023 the Company entered a Group Purchasing Agreement with Vizient, headquartered in Irving, TX. Vizient, the nation’s largest health care performance improvement company, has a diverse membership and customer base, including academic medical centers, pediatric facilities, community hospitals, integrated health delivery networks, and non-acute health care providers, and represents more than $130 billion in annual purchasing volume. The multi-year agreement allows Vizient members the opportunity to benefit from pre-negotiated pricing for CareView products. The agreement was effective on February 15, 2023 and all Gen 5 CareView System components and modules are available for purchase by Vizients’s exclusive membership. Vizient members may order CareView’s products and services included in the agreement directly from CareView. We are continuing to work with Vizient on new contracts.
Group Purchasing Agreement with Panda Health
On January 1, 2024, the Company entered an agreement with Panda Health, a platform and marketplace connecting digital health and other information technology suppliers with Members and various services, relating to digital health solutions. Panda Health transforms how health systems connect with, explore, and adopt leading digital health technologies. Panda Health minimizes risk associated with digital health decisions, with processes and insights that are backed by thousands of data points, hundreds of solution evaluations, deep market intelligence, and an unmatched team of digital health advisors. The agreement was effective January 1, 2024 and is for a three-year term.
Summary of Product and Service Usage
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, 2025, and 2024, the Company executed sales-based contracts in approximate aggregated amounts of $2,533,000 and $761,000, respectively.
Results of Operations
Three months ended June 30, 2026, compared to three months ended June 30, 2025
| Three months ended |
||||||||||||
| June 30, |
||||||||||||
| 2026 |
2025 |
Change |
||||||||||
| (000 ’s) |
||||||||||||
| Revenue |
$ | 2,846 | $ | 2,379 | $ | 467 | ||||||
| Operating expenses |
$ | 2,339 | 2,180 | 159 | ||||||||
| Operating income (loss) |
507 | 199 | 308 | |||||||||
| Other, net |
(790 | ) | (787 | ) | (3 | ) | ||||||
| Net loss |
$ | (283 | ) | $ | (588 | ) | $ | (305 | ) | |||
Revenue
Revenue increased approximately $467,000 for the three months ended June 30, 2026, as compared to the same period in 2025. The increase was driven by new customer sales.
Operating Expenses
Our principal operating costs include the following items as a percentage of total operating expenses.
| Three months ended |
||||||||
| June 30, |
||||||||
| 2026 |
2025 |
|||||||
| Human resource costs, including benefits and non-cash compensation |
60 | % | 66 | % | ||||
| Professional and consulting costs |
4 | % | 7 | % | ||||
| Depreciation and amortization |
1 | % | 1 | % | ||||
| Other product deployment costs, excluding human resources and travel and entertainment costs |
13 | % | 8 | % | ||||
| Travel and entertainment expense |
1 | % | 1 | % | ||||
| Other expenses |
21 | % | 17 | % | ||||
Operating expenses increased by a net 7% because of the following items:
| (000’s) |
||||
| Human resource costs, including benefits and non-cash compensation |
$ | (38 | ) | |
| Depreciation and amortization |
(11 | ) | ||
| Other product deployment costs, excluding human resources and travel and entertainment expense |
132 | |||
| Professional and consulting costs |
(55 | ) | ||
| Travel and entertainment expense |
— | |||
| Other expenses |
131 | |||
| $ | 159 | |||
Human resource related costs (including salaries and benefits and non-cash compensation) decreased approximately $38,000 due to employee turnovers for the quarter ended June 30, 2026 as compared to the three months ending June 30, 2025. Depreciation and amortization costs decreased by approximately $11,000 due to assets becoming fully depreciated and amortized. Product deployment costs increased approximately $132,000 due to increase in inventory. Professional and consulting costs decreased by approximately $55,000, primarily due to professional fees being current. Travel and entertainment costs remained flat. Other expenses increased by approximately $131,000, primarily due to R&D costs associated with the new Gen 6 software licenses and related research and development activities along with costs of insurance, particularly cyber.
Other, net
Other non-operating income and expense increased by approximately $3,000, or 0.4%, for the three months ended June 30, 2026 in comparison to the same period in 2025 due to lower money market interest rate.
Net Loss
As a result of the factors above, our second quarter 2026 net loss of approximately $283,000, decreased approximately $305,000, or 52%, as compared to approximately $588,000 net loss for the second quarter of 2025.
Six months ended June 30, 2026, compared to six months ended June 30, 2025
| Six months ended |
||||||||||||
| June 30, |
||||||||||||
| 2026 |
2025 |
Change |
||||||||||
| (000 ’s) |
||||||||||||
| Revenue |
$ | 5,037 | $ | 4,618 | $ | 419 | ||||||
| Operating expenses |
$ | 4,500 | 4,554 | (54 | ) | |||||||
| Operating income (loss) |
537 | 64 | 473 | |||||||||
| Other, net |
(1,577 | ) | (1,573 | ) | (4 | ) | ||||||
| Net loss |
$ | (1,040 | ) | $ | (1,509 | ) | $ | (469 | ) | |||
Revenue
Revenue increased approximately $419,000 for the six months ended June 30, 2026, as compared to the same period in 2025. The increase was driven by new customer sales.
Operating Expenses
Our principal operating costs include the following items as a percentage of total operating expenses.
| Six months ended |
||||||||
| June 30, |
||||||||
| 2026 |
2025 |
|||||||
| Human resource costs, including benefits and non-cash compensation |
63 | % | 65 | % | ||||
| Professional and consulting costs |
4 | % | 8 | % | ||||
| Depreciation and amortization |
1 | % | 1 | % | ||||
| Other product deployment costs, excluding human resources and travel and entertainment costs |
10 | % | 8 | % | ||||
| Travel and entertainment expense |
1 | % | 1 | % | ||||
| Other expenses |
21 | % | 17 | % | ||||
Other, net
Other non-operating income and expense increased by approximately $4,000, or 0.3%, for the six months ended June 30, 2026 in comparison to the same period in 2025 due to lower money market interest rate.
Net Loss
As a result of the factors above, our six-month ending June 30, 2026 net loss of approximately $1,040,000, decreased approximately $469,000, or 31%, as compared to approximately $1,509,000 net loss for the same period in 2025.
Liquidity and Capital Resources
Accounting standards require management to evaluate whether the Company can continue as a going concern for a period of one year after the date of the filing of this Form 10-Q (“evaluation period”). In evaluating the Company’s ability to continue as a going concern, management considers the conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months after the Company issues its financial statements. For the period ended June 30, 2026, management considers the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows, and the Company’s conditional and unconditional obligations due before August 12, 2027.
The Company is subject to risks like those of healthcare technology companies whereby revenues are generated based on both on a sales-based and subscription-based business model such as dependence on key individuals, uncertainty of product development, generation of revenues, positive cash flow, dependence on outside sources of capital, risks associated with research, development, and successful testing of its products, successful protection of intellectual property, ability to maintain and grow its customer base, and susceptibility to infringement on the proprietary rights of others. The attainment of profitable operations is dependent on future events, including obtaining adequate financing to fulfill the Company’s growth and operating activities and generating a level of revenues adequate to support the Company’s cost structure.
The Company has experienced net losses and significant cash outflows from cash used in operating activities over the past years. As of and for the six months ended June 30, 2026, the Company had an accumulated deficit of $216,826,414, income from operations of $537,811, net cash provided by operating activities of $403,623 and an ending cash balance of $1,919,758.
As of June 30, 2026, the Company had a working capital deficit of $44,287,693 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 and working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern through August 12, 2027.
Management continues to monitor the immediate and future cash flow 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 accompanying Condensed 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.
Critical Accounting Estimates
Please refer to our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Commission on March 30, 2026 and incorporated herein by reference, for detailed explanation of our critical accounting estimates, which have not changed significantly during the three and six months ended June 30, 2026.
Recently Adopted Accounting Pronouncements
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 Company adopted this guidance on January 1, 2025, on a prospective basis. The adoption enhanced the Company’s income tax disclosures by increasing the level of detail and transparency but did not affect the Company’s financial position, results of operations, or cash flows.
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 in this update are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company adopted this standard on January 1, 2026. The adoption of this guidance did not have a material impact on the Company’s Condensed Consolidated Financial Statements because the Company had no outstanding convertible debt instruments upon adoption.
In July 2025, the FASB issued ASU 2025-05, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets," which amends how entities estimate expected credit losses for current accounts receivable and current contract assets arising from revenue contracts under ASC 606. The amendments simplify the measurement of expected credit losses for current accounts receivable and current contract assets by permitting entities to assume that current conditions as of the balance sheet date persist throughout the remaining contractual term of those assets, thereby reducing the need for complex forecasting. The amendments are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods. The Company adopted this guidance on January 1, 2026. The adoption did not have a material impact on the Company's Condensed Consolidated Financial Statements.
There was no impact on our Condensed Consolidated Financial Statements from recently adopted accounting standards.
Recently Issued Accounting Pronouncements
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 is currently evaluating ASU No. 2023-06 and does not expect it to impact its Condensed Consolidated Financial Statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). This update enhances 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 effective date for these amendments, as clarified by ASU 2025-01, is for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The standard can be applied either prospectively or retrospectively. We are currently assessing adoption timing and the effect that the updated standard will have on our financial statement disclosures.
In September 2025, the FASB issued ASU 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software." The update eliminates all references to "development stages", so entities are no longer required to wait for a specific application development stage before capitalizing costs. The two key criteria for when capitalization of internal-use software costs may begin are when Management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the intended function. The amendments are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. Management is currently assessing the potential effects on our financial statements and considering the possibility of early adoption.
There have been no material changes to our significant accounting policies as summarized in NOTE 1 of our Condensed Consolidated Financial Statements for the period ended June 30, 2026. We do not expect the adoption of recently issued accounting standards to have a material effect on our accompanying Condensed Consolidated Financial Statements.
Recent Events
None.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
None.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms. These controls and procedures include, without limitation, processes designed to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
With the participation of our Principal Executive Officer and Principal Financial Officer, management has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, management concluded that, due to a material weakness in internal control over financial reporting related to technical accounting matters, our disclosure controls and procedures were not effective as of June 30, 2026. Notwithstanding this material weakness, management believes that the Condensed Consolidated Financial Statements included in this report present, in all material respects, our financial condition, results of operations, and cash flows for the periods presented.
Management's Reporting on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”) as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our ICFR is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States.
Management, under the supervision and with the participation of our Chief Executive Officer, Steve G. Johnson, and our principal financial and chief accounting officer, Jason T. Thompson, evaluated the effectiveness of the Company’s ICFR as of June 30, 2026. In making this assessment, management used the criteria set forth in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on this evaluation, management concluded that the Company’s ICFR was not effective as of June 30, 2026 due to the existence of a material weakness in internal control over financial reporting described below.
Notwithstanding the identified material weakness, management performed additional procedures to conclude that the Condensed Consolidated Financial Statements included in this Report on Form 10-Q fairly present, in all material respects, the Company’s financial position, results of operations, and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles.
Material Weakness and Remediation Plan
A material weakness is a deficiency, or a combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has determined that the Company did not maintain effective internal control over financial reporting as of the quarter ended June 30, 2026 due to the existence of the material weakness in technical accounting.
We began to take steps to address our material weaknesses, through our remediation plan. We implemented the following measures:
| ● |
Identify and employ additional full-time highly qualified accounting personnel to join the corporate accounting function to enhance overall monitoring, maintain standard internal controls, and accounting oversight within the Company. |
| ● |
Implement enhanced documentation associated with management review controls and validation of the completeness and accuracy of financial reporting and key management financial reports. |
| ● |
Provide training of standard operating procedures and internal controls to key stakeholders within the supply chain, logistics, and inventory processes. |
| ● |
Enhance and automate existing internal control to ensure proper authorization, review, and recording of financial transactions. |
| ● |
On an as-needed basis, identify and engage certain third-party subject matter experts to assist with the preparation and reporting of complex business and accounting transactions. |
Changes in Internal Control Over Financial Reporting
Other than as described above, there were no changes in our internal control over financial reporting identified in management’s evaluations pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Controls
Our management can provide no assurance that our disclosure controls and procedures or our internal control over financial reporting can prevent all errors and all fraud under all circumstances. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been or will be detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
None.
Our Company is a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, and as such, is not required to provide the information required under this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
| Exhibit No. |
Date of Document |
Name of Document |
| August 12, 2026 |
Certification of Chief Executive Officer of Periodic Report pursuant to Rule 13a-14a and Rule 14d-14(a)* |
|
| August 12, 2026 | Certification of Chief Financial Officer of Periodic Report pursuant to Rule 13a-14a and Rule 15d-14(a)* |
|
| August 12, 2026 | Certifications under Section 906* |
|
| 101.INS | n/a | Inline XBRL Instance Document* |
| 101.SCH |
n/a |
Inline XBRL Taxonomy Extension Schema Document* |
| 101.CAL |
n/a |
Inline XBRL Taxonomy Extension Calculation Linkbase Document* |
| 101.DEF |
n/a |
Inline XBRL Taxonomy Extension Definition Linkbase Document* |
| 101.LAB |
n/a |
Inline XBRL Taxonomy Extension Label Linkbase Document* |
| 101.PRE |
n/a |
Inline XBRL Taxonomy Extension Presentation Linkbase Document* |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |
| * |
Filed herewith. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
DATE: August 12, 2026
| CAREVIEW COMMUNICATIONS, INC. |
||
| By: |
/s/ Steven G. Johnson |
|
| Steven G. Johnson |
||
| Chief Executive Officer |
||
| Principal Executive Officer |
||
| By: |
/s/ Jason T. Thompson |
|
| Jason T. Thompson |
||
| Principal Financial Officer |
||
| Chief Accounting Officer |
||
CAREVIEW COMMUNICATIONS, INC. 10-Q
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Steven G. Johnson, certify that:
|
(1) |
I have reviewed this quarterly report on Form 10-Q of CareView Communications, Inc. |
|
(2) |
Based on my knowledge, this report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report’ |
|
(3) |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
(4) |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and |
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
(5) |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
/s/ Steven G. Johnson |
|
|
Steven G. Johnson |
|
|
Chief Executive Officer |
|
|
Principal Executive Officer |
CAREVIEW COMMUNICATIONS, INC. 10-Q
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Jason T. Thompson, certify that:
|
(1) |
I have reviewed this quarterly report on Form 10-Q of CareView Communications, Inc. |
|
(2) |
Based on my knowledge, this report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report’ |
|
(3) |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
(4) |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and |
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
(5) |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
/s/ Jason T. Thompson |
|
|
Jason T. Thompson |
|
|
Principal Financial Officer |
|
|
Chief Accounting Officer |
CAREVIEW COMMUNICATIONS, INC. 10-Q
EXHIBIT 32
CERTIFICATIONS UNDER SECTION 906
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of CareView Communications, Inc., a Nevada corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:
The Quarterly Report for the quarter ended June 30, 2026 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Steven G. Johnson |
|
|
Steven G. Johnson |
|
|
Chief Executive Officer |
|
|
Principal Executive Officer |
|
/s/ Jason T. Thompson |
|
|
Jason T. Thompson |
|
|
Chief Accounting Officer |
|
|
Principal Financial Officer |