CAREVIEW COMMUNICATIONS, INC. (OTCMKTS:CRVW) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
As previously reported by CareView Communications, Inc. (the “Company”) in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February5, 2018, the Company, CareView Communications, Inc., a Texas corporation and a wholly owned subsidiary of the Company (the “Borrower”), CareView Operations, L.L.C., a Texas limited liability company and a wholly owned subsidiary of the Borrower (the “Subsidiary Guarantor”), and PDL Investment Holdings, LLC (as assignee of PDL BioPharma, Inc.), in its capacity as administrative agent and lender (the “Lender”) under the Credit Agreement (the “Credit Agreement”) dated as of June26, 2015, as amended, by and among the Company, the Borrower and the Lender, entered into a Modification Agreement on February 2, 2018, effective as of December 28, 2017 (the “Modification Agreement”), with respect to the Credit Agreement in order to modify certain provisions of the Credit Agreement and Loan Documents (as defined in the Credit Agreement) to prevent an Event of Default (as defined in the Credit Agreement) from occurring.
Under the Modification Agreement, the parties agreed that (i)the Borrower would not make the principal payment due under the Credit Agreement on December31, 2017 until the end of the Modification Period (as defined below), (ii)the Borrower would not pay the principal installments due at the end of each calendar quarter during the Modification Period and (iii)because the Borrower’s Liquidity (as defined in the Credit Agreement) was anticipated to fall below $3,250,000, the Liquidity required during the Modification Period would be lowered to $2,500,000 (collectively, the “Covered Events”). The Lender agreed that the occurrence and continuance of any of the Covered Events will not constitute Events of Default for a period (the “Modification Period”) from December28, 2017 through the earliest to occur of (a)any Event of Default under any Loan Documents that does not constitute a Covered Event, (b)any event of default under the Modification Agreement, (c)the Lender’s election, in its sole discretion, to terminate the Modification Period on May31, 2018 or September30, 2018 (with each such date permitted to be extended by the Lender in its sole discretion) by delivering a written notice to the Borrower on or prior to such date, or (d)December31, 2018.
In consideration of the Lender’s entry into the Modification Agreement, the Company and the Borrower agreed, among other things, that the Borrower would obtain (i)at least $2,250,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt (each such term as defined in the Credit Agreement) on or prior to February23, 2018 and (ii)an additional $3,000,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to May31, 2018 (resulting in aggregate net cash proceeds of at least $5,250,000).
As previously reported in our Current Report on Form 8-K filed with the SEC on February26, 2018, the Company, the Borrower and the Lender entered into a Second Amendment to Credit Agreement (the “Credit Agreement Amendment”) on February23, 2018, to which, among other things, the parties agreed to amend the Modification Agreement to provide that the Borrower could satisfy its obligations under the Modification Agreement to obtain financing by obtaining (i)at least $2,050,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to February 23, 2018 and (ii)an additional $3,000,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to May31, 2018 (resulting in aggregate net cash proceeds of at least $5,050,000).
On May 31, 2018, the Company, the Borrower, the Subsidiary Guarantor and the Lender entered into an Amendment to Modification Agreement (the “Modification Agreement Amendment”), to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July31, 2018 and September30, 2018 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower could satisfy its obligations under the Modification Agreement to obtain financing by obtaining (i)at least $2,050,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to February 23, 2018 and (ii)an additional (A)$750,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to June15, 2018 and (B)$750,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to August31, 2018 (resulting in aggregate net cash proceeds of at least $3,550,000).
The foregoing descriptions of the Credit Agreement, the Modification Agreement, the Credit Agreement Amendment and the Modification Agreement Amendment, are qualified, in their entirety, by reference to each such agreement, copies of which are attached as exhibits to this Current Report on Form8-K and are incorporated by reference in response to this Item 1.01.
Item 1.01 Financial Statements and Exhibits.
| Exhibit No. | Date | Document |
| 10.01 | 06/26/15 | Credit Agreement between the Company and PDL BioPharma, Inc.(1) |
| 10.02 | 10/07/15 | First Amendment to Credit Agreement between the Company and PDL BioPharma, Inc.(2) |
| 10.03 | 02/02/18 | Modification Agreement by and among the Company, CareView Communications, Inc., a Texas corporation, CareView Operations, L.L.C., a Texas limited liability company, and PDL Investment Holdings, LLC(3) |
| 10.04 | 02/23/18 | Second Amendment to Credit Agreement, by and among the Company, CareView Communications, Inc., a Texas corporation, and PDL Investment Holdings, LLC(4) |
| 10.05 | 05/31/18 | Amendment to Modification Agreement, by and among the Company, CareView Communications, Inc., a Texas corporation, CareView Operations, L.L.C., a Texas limited liability company, and PDL Investment Holdings, LLC* |
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| (1) | Filed with the Current Report on Form 8-K filed with the SEC on June 30, 2015. |
| (2) | Filed with the Current Report on Form 8-K filed with the SEC on October 13, 2015. |
| (3) | Filed with the Current Report on Form 8-K filed with the SEC on February 5, 2018. |
| (4) | Filed with the Current Report on Form 8-K filed with the SEC on February 26, 2018. |
| * | Filed herewith. |
CareView Communications Inc ExhibitEX-10.05 2 ex10-05.htm AMENDMENT TO MODIFICATION AGREEMENT CAREVIEW COMMUNICATIONS,…To view the full exhibit click here
About CAREVIEW COMMUNICATIONS, INC. (OTCMKTS:CRVW)
CareView Communications, Inc. is a developer of a suite of products and hardware to help connect patients, families and healthcare providers through a data and patient monitoring system (the CareView System). The Company’s CareView System runs on each hospital’s coaxial cable television network that provides television signals to patient room. Its CareView System suite of video monitoring, guest services and related applications connect patients, families and healthcare providers. The CareView System offers service packages, such as primary package, which includes NurseView, PhysicianView, Virtual Bed Rails, Virtual Chair Rails, Fall Management Program, Rounding and SecureView; additional Careview products, which include Sitter Management Program, BedView, Patient Education, FacilityView, Nurse Alerts and Reminders, Ulcer Management, CareView Connect, NICUVie and The CareView Broadcast System, and guest services package, which includes PatientView, NetView, MovieView and BabyView.