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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐	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. 000-54090

CAREVIEW COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada	95-4659068
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

405 State Highway 121, Suite B-240, Lewisville, TX 75067

(Address of principal executive offices)

(972) 943-6050

(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
Common Stock, $0.001 par value per share		CRVW		OTC Markets

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. Yes ☑ No ☐

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). Yes ☑ No ☐

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	☐
Non-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 ☐ No ☑

The number of shares outstanding of each of the issuer’s classes of Common Stock as of November 12, 2025 was 583,880,748.

Table of Contents

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

INDEX

			Page
PART I - FINANCIAL INFORMATION

	Item. 1	Financial Statements

		Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	3

		Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	4

		Condensed Consolidated Statements of Changes in Stockholders' Deficit for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	5

		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)	6

		Notes to the Condensed Consolidated Financial Statements	7

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24

	Item 4.	Controls and Procedures	24

PART II - OTHER INFORMATION

	Item 1.	Legal Proceedings	26

	Item 1A.	Risk Factors	26

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

	Item 3.	Defaults Upon Senior Securities	26

	Item 4.	Mine Safety Disclosures	26

	Item 5.	Other Information	26

	Item 6.	Exhibits	26

Table of Contents

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,
	2025			December 31,
	(unaudited)			2024
ASSETS
Current Assets:
Cash	$	1,731,276		$	759,266
Accounts receivable		1,048,596			1,000,706
Inventory		425,615			418,131
Other current assets		314,672			484,256
Total current assets		3,520,159			2,662,359

Property and equipment, net		113,519			176,103

Other Assets:
Intangible assets, net		366,435			397,380
Operating lease right-of-use asset		778,221			126,876
Other assets, net		199,237			258,869
Total other assets		1,343,893			783,125
Total assets	$	4,977,571		$	3,621,587


LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable	$	254,099			470,162
Notes payable		20,000,000			20,000,000
Notes payable - related parties		700,000			700,000
Deferred revenue		2,778,973			2,413,771
Operating lease liability		46,466			142,573
Accrued interest payable		22,094,014			19,687,639
Other current liabilities		436,260			387,081
Total current liabilities		46,309,812			43,801,226

Long-term Liabilities:
Operating lease liability, non-current		747,432			-
Deferred revenue		303,432			254,628
Other liabilities		8,585			-
Total long-term liabilities		1,059,449			254,628
Total liabilities		47,369,261			44,055,854


Stockholders' Deficit:

Preferred stock - par value $0.001; 20,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock - par value $0.001; 800,000,000 shares authorized; 583,880,748 issued and outstanding		583,881			583,881
Additional paid in capital		172,034,251			171,567,950
Accumulated deficit		(215,009,822	)		(212,586,098	)
Total stockholders' deficit		(42,391,690	)		(40,434,267	)
Total liabilities and stockholders' deficit	$	4,977,571		$	3,621,587

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

Table of Contents

CAREVIEW COMMUNICATIONS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE three and nine months ended September 30, 2025 and 2024
(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
Revenues
Subscription-based revenue	$	993,107		$	997,771		$	2,957,290		$	3,016,915
Sales-based equipment package revenue		114,136			120			784,256			816,935
Sales-based software bundle revenue		957,292			934,491			2,941,382			2,275,409
Total revenues		2,064,535			1,932,382			6,682,928			6,109,259

Operating expenses:
Cost of equipment		24,309			-			102,709			91,644
Network operations		662,884			905,385			2,253,763			2,389,370
General and administration		501,881			758,615			1,812,852			2,165,908
Sales and marketing		362,742			292,215			714,286			856,432
Research and development		610,113			593,686			1,737,558			1,636,396
Depreciation and amortization		35,073			66,957			130,166			206,424
Total operating expense		2,197,002			2,616,858			6,751,334			7,346,174

Operating loss		(132,467	)		(684,476	)		(68,406	)		(1,236,915	)

Other income and (expense)
Interest expense		(802,125	)		(802,125	)		(2,406,375	)		(2,406,375	)
Interest income		20,378			15,946			51,057			43,138
Total other expense		(781,747	)		(786,179	)		(2,355,318	)		(2,363,237	)

Loss before taxes		(914,214	)		(1,470,655	)		(2,423,724	)		(3,600,152	)

Provision for income taxes		-			-			-			-

Net loss	$	(914,214	)	$	(1,470,655	)	$	(2,423,724	)	$	(3,600,152	)

Net loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)

Weighted average number of common shares outstanding, basic, and diluted		583,880,748			583,880,748			583,880,748			583,880,748

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

Table of Contents

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE three and nine months ended September 30, 2025 and 2024
(Unaudited)

					Additional
	Common Stock				Paid in		Accumulated
	Shares		Amount		Capital		Deficit			Total

Balance, December 31, 2023		583,880,748	$	583,881	$	171,038,349	$	(207,884,954	)	$	(36,262,724	)
Stock based compensation		-		-		53,271		-			53,271
Net loss		-		-		-		(1,022,226	)		(1,022,226	)

Balance, March 31, 2024		583,880,748	$	583,881	$	171,091,620	$	(208,907,180	)	$	(37,231,679	)
Stock based compensation		-		-		158,424		-			158,424
Net loss		-		-		-		(1,107,271	)		(1,107,271	)

Balance, June 30, 2024		583,880,748	$	583,881	$	171,250,044	$	(210,014,451	)	$	(38,180,526	)
Stock based compensation		-		-		158,746		-			158,746
Net loss		-		-		-		(1,470,655	)		(1,470,655	)

Balance, September 30, 2024		583,880,748	$	583,881	$	171,408,790	$	(211,485,106	)	$	(39,492,435	)

Balance, December 31, 2024		583,880,748	$	583,881	$	171,567,950	$	(212,586,098	)	$	(40,434,267	)
Stock based compensation		-		-		154,732		-			154,732
Net loss		-		-		-		(920,800	)		(920,800	)

Balance, March 31, 2025		583,880,748	$	583,881	$	171,722,682	$	(213,506,898	)	$	(41,200,335	)
Stock based compensation		-		-		156,002		-			156,002
Net loss		-		-		-		(588,710	)		(588,710	)

Balance, June 30, 2025		583,880,748	$	583,881	$	171,878,684	$	(214,095,608	)	$	(41,633,043	)
Stock based compensation		-		-		155,567		-			155,567
Net loss		-		-		-		(914,214	)		(914,214	)

Balance, September 30, 2025		583,880,748	$	583,881	$	172,034,251	$	(215,009,822	)	$	(42,391,690	)

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

Table of Contents

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE nine months ended September 30, 2025 and 2024

(Unaudited)

	Nine Months Ended
	September 30, 2025			September 30, 2024

CASH FLOWS FROM OPERATING ACTIVITES
Net loss	$	(2,423,724	)	$	(3,600,152	)
Adjustments to reconcile net loss to net cash flows provided by operating activities:
Depreciation		68,450			163,247
Amortization of intangible assets		30,945			27,052
Amortization of deferred installation costs		28,366			4,634
Non-cash lease expense		158,763			121,998
Stock based compensation		466,301			370,441
Changes in operating assets and liabilities:
Accounts receivable		(47,890	)		170,951
Inventory		(7,484	)		(22,879	)
Other current assets		169,584			(33,083	)
Accounts payable		(216,063	)		(170,852	)
Accrued interest		2,406,375			2,406,375
Other current liabilities		49,179			(8,968	)
Deferred revenue		414,007			1,053,823
Deferred sales commissions		72,306			45,508
Operating lease liability		(135,846	)		(135,129	)
Net cash flows provided by operating activities		1,033,269			392,966

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(4,865	)		(36,594	)
Patent, trademark, and other intangible asset costs		(56,394	)		(93,815	)
Net cash flows used in investing activities		(61,259	)		(130,409	)

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of vehicle loan		-			(8,042	)
Net cash flows used in financing activities		-			(8,042	)

Increase in cash		972,010			254,515
Cash, beginning of period		759,266			1,145,871
Cash, end of period	$	1,731,276		$	1,400,386

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES
Operating lease liability incurred for right-of-use asset		812,417			-

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

Table of Contents

CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED 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, 2024 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, 2024 as filed with the SEC on April 1, 2025.

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.

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CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Following its assessment, the Company reports revenue from services provided under such contracts on a gross basis. This decision is justified by the Company's primary responsibility to fulfill the contractual obligations, including delivery and installation of equipment and software, training, and its control over other services within the contract period. Furthermore, the Company directly sets the contract price with its customers based on the services outlined in the statement of work. As the Company is responsible for fulling this promise and maintains control, the Company is acting as the principal.

Disaggregation of Revenue

The following presents net revenues disaggregated by our business models:

	*Three Months Ended*				*Nine Months Ended*
	*September 30,*				*September 30,*
	*2025*		*2024*		*2025*		*2024*
Sales-based revenue
Equipment package, net (point in time)	$	114,136	$	120	$	784,256	$	816,935
Software bundle (over time)		957,292		934,491		2,941,382		2,275,409
Total sales-based revenue		1,071,428		934,611		3,725,638		3,092,344

Subscription-based revenue		993,107		997,771		2,957,290		3,016,915
Net revenue	$	2,064,535	$	1,932,382	$	6,682,928	$	6,109,259

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 nine months ended September 30, 2025 and 2024, sales-based deferred contract liability recognized as revenue totaled $957,292 and $2,941,382 for 2025, and $934,491 and $2,275,409 for 2024, respectively. The table below details the sales-based contract liability activity during the three and nine months ended September 30, 2025 and 2024.

	*Three Months Ended*						*Nine Months Ended*
	*September 30,*						*September 30,*
	*2025*			*2024*			*2025*			*2024*
Balance, beginning of period	$	3,524,429		$	3,200,792		$	2,668,399		$	1,922,925
Additions		515,268			710,447			3,355,388			3,329,232
Transfer to revenue		(957,292	)		(934,491	)		(2,941,382	)		(2,275,409	)
Balance, end of period	$	3,082,405		$	2,976,748		$	3,082,405		$	2,976,748

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CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2025, 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 $3,082,405 and will be recognized into revenue over time as follows:

Years Ending December 31,	*Amount*
2025 (October through December)	$	971,040
2026		1,921,604
Thereafter		189,761
	$	3,082,405

We defer and capitalize all costs associated with the installation of the CareView System into a healthcare facility until the CareView System is fully operational and accepted by the healthcare facility. Installation costs are specifically identifiable based on the amounts we are charged from third party installers or directly identifiable labor hours incurred for each installation. Upon acceptance, the associated costs are expensed on a straight-line basis over the life of the contract with the healthcare facility. These costs are included in network operations on the accompanying consolidated statements of operations.

The table below details the activity in these deferred installation costs during the periods ended September 30, 2025 and 2024, included in other assets in the accompanying unaudited consolidated balance sheet.

	*Three Months Ended*						*Nine Months Ended*
	*September 30,*						*September 30,*
	*2025*			*2024*			*2025*			*2024*
Balance, beginning of period	$	117,957		$	136,328		$	87,888		$	48,309
Additions		5,123			62,318			56,395			64,457
Transfer to expense		(9,743	)		(102,006	)		(30,946	)		(16,126	)
Balance, end of period	$	113,337		$	96,640		$	113,337		$	96,640

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 63 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 67,151,835 and 73,616,280 on September 30, 2025 and 2024, respectively, have been excluded from the diluted earnings per share calculation as they are anti-dilutive due to our reported net loss. The 67,151,835 potential common shares consist of 65,901,835 stock options and 1,250,000 warrants.

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CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-08, “Accounting for and Disclosure of Crypto Assets,” which updates and expands disclosure requirements related to crypto assets. The guidance is effective for public business entities for fiscal years beginning after December 15, 2024, including interim periods within those years. Adoption of this standard as of January 1, 2025, had no impact on the Company’s unaudited Condensed Consolidated Financial Statements, as the Company does not hold any crypto assets.

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 standard, which is effective for our 2025 annual period, has been adopted.

There was no impact on our unaudited Condensed Consolidated Financial Statements from recently adopted accounting standards.

Recently Issued Accounting Pronouncements Not Yet Adopted

In October 2023, the FASB issued ASU No. 2023-06, which incorporates 14 of the 27 SEC disclosures identified in SEC Release No. 33-10532 (issued August 17, 2018). This ASU updates disclosure and presentation requirements across various Codification Topics and applies to all entities within the scope of those Topics, unless specified otherwise. The amendments are to be applied prospectively. For public business entities, each amendment becomes effective when the related SEC disclosure is removed from Regulation S-X or S-K; early adoption is not permitted. The Company has evaluated ASU No. 2023-06 and does not expect it to impact its unaudited Condensed Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). This update will enhance disclosures about public business entity’s expenses, responding to investor requests for more detailed information on components such as inventory purchases, employee compensation, depreciation, amortization, and depletion within commonly presented expense captions (e.g., cost of sales, SG&A, and R&D). These amendments are expected to provide investors with a clearer understanding of an entity’s expenses, helping them assess performance, forecast future expenses, and evaluate cash flow prospects. The effective date for these amendments, as clarified by ASU 2025-01, are 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 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 does not expect any impact on the unaudited Condensed Consolidated Financial Statements upon adoption, considering its current debt instruments.

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. A reduction in the need for extensive forecasting has been established and allows all entities to assume that conditions will persist at balance sheet date for the remaining life of those current assets. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2025. Management has assessed and concluded this amendment will not have any impact on the Company.

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.

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 nine months ended September 30, 2025, 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.

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CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2025, the Company had a working capital deficit of $42,789,653. The Company’s net losses, and working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. 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 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.

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, 2024		5,694,445		$0.01 - $0.03		$	0.024		1.6
Granted		—			—		—		—
Expired		(4,444,445	)		0.027		0.027		—
Canceled		—			—		—		—
Balance at September 30, 2025		1,250,000		$0.01 - $0.03		$	0.014		4.2

Options to Purchase Common Stock of the Company

During the nine months ended September 30, 2025, 70,000 options to purchase our Common Stock were granted.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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, 2024		67,556,835		$	0.07		6.5	$	104,475
Granted		70,000			0.03		9.6		—
Forfeited/Expired		(1,725,000	)		0.10		—		—
Exercised		—			—		—		—
Balance at September 30, 2025		65,901,835		$	0.07		5.7	$	—
Vested and Exercisable at September 30, 2025		45,519,930		$	0.06		4.7	$	—

During the three and nine months ended September 30, 2025 and 2024, share-based compensation expense for options were $155,567 and $466,301 for 2025, and $158,746 and $370,441 for 2024, respectively. This stock compensation expense is allocated to Network operations, General and administration, Sales and marketing, and Research and development within the accompanying Condensed Consolidated Statements of Operations. The estimate of forfeitures is to be recorded at the time of grant and revised in subsequent periods if actual forfeitures differ from the estimates. We have not included an adjustment to our stock-based compensation expense based on the nominal amount of the historical forfeiture rate. We do, however, revise our stock-based compensation expense based on actual forfeitures during each reporting period.

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.

At September 30, 2025, total unrecognized estimated compensation expense related to non-vested Options granted prior to that date was approximately $865,733, which is expected to be recognized over a weighted-average period of 1.4 years. No tax benefit was realized due to a continued pattern of operating losses.

NOTE 4 – OTHER CURRENT ASSETS

Other current assets consist of the following:

	*September 30,*		*December 31,*
	*2025*		*2024*
Prepaid insurance	$	211,358	$	168,449
Other prepaid expenses		103,314		192,255
Sales tax overpayment		—		123,552
TOTAL OTHER CURRENT ASSETS	$	314,672	$	484,256

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:

	*September 30,*		*December 31,*
	*2025*		*2024*
Mobile cart units	$	21,230	$	25,476
Portable units		149,814		68,494
Equipment components		254,571		324,161
TOTAL INVENTORY	$	425,615	$	418,131

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CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	*September 30,*			*December 31,*
	*2025*			*2024*
Network equipment	$	8,460,494		$	8,460,494
Office equipment		166,307			266,437
Vehicles		133,616			133,616
Test equipment		136,100			230,365
Furniture		92,097			92,097
Warehouse equipment		17,409			18,788
Leasehold improvements		5,121			5,121
		9,011,144			9,206,918
Less: accumulated depreciation		(8,897,625	)		(9,030,815	)
TOTAL PROPERTY AND EQUIPMENT, NET	$	113,519		$	176,103

Depreciation expense for the three and nine months ended September 30, 2025 and 2024 was $14,575 and $68,450 for 2025, and $54,537 and $163,247 for 2024, respectively. For the nine months ended September 30, 2025, the Company disposed of office and test equipment which was fully depreciated and determined to be obsolete, with an aggregate cost of approximately $195,000.

NOTE 7 – INTANGIBLE AND OTHER ASSETS, NET

Intangible assets consist of the following:

	*September 30, 2025*
	*Cost*		*Accumulated Amortization*		*Net*
Patents and trademarks	$	895,789	$	538,497	$	357,292
Other intangible assets		33,298		24,155		9,143
TOTAL INTANGIBLE ASSETS	$	929,087	$	562,652	$	366,435

	*December 31, 2024*
	*Cost*		*Accumulated Amortization*		*Net*
Patents and trademarks	$	895,789	$	510,523	$	385,266
Other intangible assets		33,298		21,184		12,114
TOTAL INTANGIBLE ASSETS	$	929,087	$	531,707	$	397,380

Amortization expense for the three and nine months ended September 30, 2025 and 2024 was $14,062 and $30,945 for 2025, and $12,419 and $27,052 for 2024, respectively.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Other assets consist of the following:

	*September 30, 2025*
	*Cost*		*Accumulated Amortization*		*Net*
Deferred installation costs	$	186,837	$	73,500	$	113,337
Deferred clinical training costs		1,920		978		942
Deferred sales commissions		215,466		195,758		19,708
Prepaid license fee		249,999		230,873		19,126
Security deposit		46,124		—		46,124
TOTAL OTHER ASSETS	$	700,346	$	501,109	$	199,237

	*December 31, 2024*
	*Cost*		*Accumulated Amortization*		*Net*
Deferred installation costs	$	128,738	$	40,850	$	87,888
Deferred clinical training costs		1,920		498		1,422
Deferred sales commissions		183,007		90,993		92,014
Prepaid license fee		249,999		218,578		31,421
Security deposit		46,124		—		46,124
TOTAL OTHER ASSETS	$	609,788	$	350,919	$	258,869

NOTE 8 – OTHER CURRENT LIABILITIES

Other current liabilities consist of the following:

	*September 30,*		*December 31,*
	*2025*		*2024*
Allowance for system removal	$	54,802	$	54,802
Accrued paid time off		115,008		108,362
Deferred officer compensation⁽¹⁾		49,528		49,528
Other accrued liabilities		216,922		174,389
TOTAL OTHER CURRENT LIABILITIES	$	436,260	$	387,081

⁽¹⁾	Remaining salary payable for Steve Johnson, CEO, between February 15, 2018 and September 30, 2020.

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CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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. The note payable balance of $20,700,000 ($700,000 is due to related parties) as of September 30, 2025 remains unchanged from prior periods. The associated interest continues to accrue on a straight-line monthly basis.

Accounting Treatment

In connection with the PDL Credit Agreement, as amended, we issued the PDL Warrant to the Lender. As of June 30, 2025, the PDL Warrant expired on June 23rd, 2025.

During the year ended December 31, 2024, the Company entered into the Ninth 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.

On September 30, 2025 the Company entered into the Twelfth 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.

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CAREVIEW COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 63 months.

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 was approximately 3.1 years, and the weighted average discount rate applied in the calculation of the lease liability was approximately 12.5%.

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 nine months ended September 30, 2025 and 2024 was $189,221 and $225,682, respectively.

Undiscounted Cash Flows

Future lease payments included in the measurement of operating lease liability on the condensed consolidated balance sheet as of September 30, 2025, for the following five fiscal years and thereafter as follows:

Quarter ending	*Operating*
September 30, 2025	*Leases*
Remaining 2025		-
2026		215,930
2027		224,567
2028		233,550
2029		242,892
Thereafter		252,608
Total minimum lease payments	$	1,169,547
Less effects of discounting		(375,649	)
Present value of future minimum lease payments	$	793,898

NOTE 11 – SEGMENT REPORTING

The Company has one 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 nine months ended September 30, 2025, and 2024, 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						Nine Months Ended
	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
Revenues:	$	2,064,535		$	1,932,382		$	6,682,928		$	6,109,259
Operating expenses:
Salary and wages		1,108,135			1,341,505			3,159,395			3,394,277
Installation expenses		74,294			95,304			234,107			278,241
Professional fees		55,518			80,054			318,132			302,461
Equipment costs		24,309			0			102,709			91,644
Rent		45,081			73,783			189,221			225,682
Health insurance		32,119			41,485			169,781			203,534
Paid time off		60,367			86,335			190,508			193,077
Other segment expenses		797,179			898,392			2,387,481			2,657,258
Total operating expenses		2,197,002			2,616,858			6,751,334			7,346,174
Operating income (loss)		(132,467	)		(684,476	)		(68,406	)		(1,236,915	)
Other income and (expense)		(781,747	)		(786,179	)		(2,355,318	)		(2,363,237	)
Net Income (loss)	$	(914,214	)	$	(1,470,655	)	$	(2,423,724	)	$	(3,600,152	)

NOTE 12 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through November 12, 2025.

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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 April 1, 2025. 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 System^TM, 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.

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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.

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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.

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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 4^th quarter of 2022 CareView received innovative Technology designation after the Innovative Technology Exchange in Dallas, TX on October 17^th. Every year, healthcare experts serving on the Vizient member-led councils review select products and technologies for their potential to enhance clinical care, patient safety, healthcare worker safety or to improve business operations of healthcare organizations. Vizient’s diverse membership and customer base includes academic medical centers, pediatric facilities, community hospitals, integrated health delivery networks, and non-acute health care providers, and represents more than 130 billion in annual purchase volume. Technology designations are awarded to previously contracted products to signal to healthcare providers the impact of these innovations on patient care and business models of healthcare organizations.

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. On December 1, 2021, the HealthTrust GPO Agreement was renewed for another 3-year term. We continue to work with HealthTrust and their members to expand contracts.

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, 2024, and 2023, the Company executed sales-based contracts in approximate aggregated amounts of $761,000 and $8,223,000, respectively.

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Results of Operations

Three months ended September 30, 2025, compared to three months ended September 30, 2024

	Three months ended
	September 30,
	2025			2024			Change
	(000 ’s)
Revenue	$	2,065		$	1,932		$	133
Operating expenses	$	2,197			2,616			(419	)
Operating loss		(132	)		(684	)		552
Other, net		(782	)		(786	)		4
Net loss	$	(914	)	$	(1,470	)	$	556

Revenue

Revenue increased approximately $133,000 for the three months ended September 30, 2025, as compared to the same period in 2024. The increase was driven by revenues from recurring annual software recognized over time.

Operating Expenses

Our principal operating costs include the following items as a percentage of total operating expenses.

	Three months ended
	September 30,
	2025			2024
Human resource costs, including benefits and non-cash compensation		71	%		72	%
Professional and consulting costs		6	%		4	%
Depreciation and amortization		1	%		2	%
Other product deployment costs, excluding human resources and travel and entertainment costs		7	%		4	%
Travel and entertainment expense		1	%		2	%
Other expenses		14	%		16	%

Operating expenses decreased by a net 16% because of the following items:

	(000’s)
Human resource costs, including benefits and non-cash compensation	$	(316	)
Depreciation and amortization		(35	)
Other product deployment costs, excluding human resources and travel and entertainment expense		47
Professional and consulting costs		13
Travel and entertainment expense		(32	)
Other expenses		(96	)
	$	(419	)

Human resource related costs (including salaries and benefits and non-cash compensation) decreased approximately $316,000 due to layoffs ended September 30, 2025 as compared to the three months ending September 30 2024. Product deployment costs increased approximately $47,000 due to an increase in installation and training expenses. Professional and consulting costs increased approximately $13,000 due to use of independent contractors. Travel and entertainment costs decreased approximately $32,000 due to less corporate travel. For the comparable periods, other expenses decreased approximately $96,000, primarily as a result of renegotiating business insurance and rent along with management of advertising and marketing as well as patent maintenance.

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Other, net

Other non-operating income and expense decreased by approximately $4,000, or 0.1%, for the three months ended September 30, 2025 in comparison to the same period in 2024 due to credit card cash back.

Net Loss

As a result of the factors above, our third quarter 2025 net loss of approximately $914,000, decreased approximately $556,000, or 37.8%, as compared to approximately $1,470,000 net loss for the third quarter of 2024.

Nine months ended September 30, 2025, compared to nine months ended September 30, 2024

	Nine months ended
	September 30,
	2025			2024			Change
	(000 ’s)
Revenue	$	6,683		$	6,109		$	574
Operating expenses		6,751			7,346			(595	)
Operating loss		(68	)		(1,237	)		1,169
Other, net		(2,355	)		(2,363	)		8
Net loss	$	(2,423	)	$	(3,600	)	$	1,177

Revenue

Revenue increased approximately $574,000 for the nine months ended September 30, 2025, as compared to the same period in 2024. The increase was driven by revenues from recurring annual software recognized over time.

Operating Expenses

Our principal operating costs include the following items as a percentage of total operating expenses.

	Nine months ended
	September 30,
	2025			2024
Human resource costs, including benefits and non-cash compensation		67	%		66	%
Professional and consulting costs		7	%		6	%
Depreciation and amortization		2	%		3	%
Other product deployment costs, excluding human resources and travel and entertainment costs		7	%		5	%
Travel and entertainment expense		1	%		3	%
Other expenses		16	%		17	%

Net Loss

As a result of the factors above, our nine-month ending September 30, 2025 net loss of approximately $2,423,000 decreased approximately $1,177,000, or 32.7%, as compared to approximately $3,600,000 net loss for the same period in 2024.

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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 September 30, 2025, 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 November 12, 2026.

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 nine months ended September 30, 2025, the Company had an accumulated deficit of $215,009,822, net loss from operations of $68,406, net cash provided by operating activities of $1,033,269 and an ending cash balance of $1,731,276.

As of September 30, 2025, the Company had a working capital deficit of $42,789,653 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 November 12, 2026.

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.

Critical Accounting Estimates

Please refer to our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Commission on April 1, 2025 and incorporated herein by reference, for detailed explanation of our critical accounting estimates, which have not changed significantly during the three and nine months ended September 30, 2025.

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Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-08, “Accounting for and Disclosure of Crypto Assets,” which updates and expands disclosure requirements related to crypto assets. The guidance is effective for public business entities for fiscal years beginning after December 15, 2024, including interim periods within those years. Adoption of this standard as of January 1, 2025, had no impact on the Company’s unaudited Condensed Consolidated Financial Statements, as the Company does not hold any crypto assets.

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 standard, which is effective for our 2025 annual period, has been adopted.

There was no impact on our unaudited Condensed Consolidated Financial Statements from recently adopted accounting standards.

Recently Issued Accounting Pronouncements Not Yet Adopted

In October 2023, the FASB issued ASU No. 2023-06, which incorporates 14 of the 27 SEC disclosures identified in SEC Release No. 33-10532 (issued August 17, 2018). This ASU updates disclosure and presentation requirements across various Codification Topics and applies to all entities within the scope of those Topics, unless specified otherwise. The amendments are to be applied prospectively. For public business entities, each amendment becomes effective when the related SEC disclosure is removed from Regulation S-X or S-K; early adoption is not permitted. The Company has evaluated ASU No. 2023-06 and does not expect it to impact its unaudited Condensed Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). This update will enhance disclosures about public business entity’s expenses, responding to investor requests for more detailed information on components such as inventory purchases, employee compensation, depreciation, amortization, and depletion within commonly presented expense captions (e.g., cost of sales, SG&A, and R&D). These amendments are expected to provide investors with a clearer understanding of an entity’s expenses, helping them assess performance, forecast future expenses, and evaluate cash flow prospects. The effective date for these amendments, as clarified by ASU 2025-01, are 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 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 does not expect any impact on the unaudited Condensed Consolidated Financial Statements upon adoption, considering its current debt instruments.

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. A reduction in the need for extensive forecasting has been established and allows all entities to assume that conditions will persist at balance sheet date for the remaining life of those current assets. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2025. Management has assessed and concluded this amendment will not have any impact on the Company.

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.

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 controls and other procedures that 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 in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

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Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), we carried out an evaluation, with the participation of our management, including Steve G. Johnson, our Chief Executive Officer (“CEO”) and principal executive officer, and Jason T. Thompson, our principal financial officer and chief accounting officer, of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Report.

Under the supervision and with the participation of our CEO and principal financial and chief accounting officer, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2025. Based on that evaluation, our CEO and principal financial and chief accounting officer concluded that our disclosure controls and procedures were not effective as of September 30, 2025 due to the continuing existence of a material weakness in internal control over the financial reporting of technical accounting (which we view as an integral part of our disclosure controls and procedures). Based on the performance of additional procedures designed to ensure the reliability of our financial reporting, we believe that the condensed consolidated financial statements included in this Report fairly present, in all material respects, our financial position, results of operations and cash flows as of the dates, and for the periods, presented, in conformity with accounting principles generally accepted in the United States (“GAAP”).

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 September 30, 2025 due to the existence of the material weakness in technical accounting.

Based on additional procedures and post-closing review, Management concluded that the condensed consolidated financial statements including this report present fairly, in all material respects, results of operations, and cash flows for the periods presented, in conformity with accounting principles accepted in the United States.

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 September 30, 2025 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.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

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.

Item 5. Other Information.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.	Date of Document	Name of Document
31.1	November 12, 2025	Certification of Chief Executive Officer of Periodic Report pursuant to Rule 13a-14a and Rule 14d-14(a)*
31.2	November 12, 2025	Certification of Chief Financial Officer of Periodic Report pursuant to Rule 13a-14a and Rule 15d-14(a)*
32	November 12, 2025	Certifications under Section 906*
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.

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SIGNATURES

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: November 12, 2025

	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