CAREVIEW COMMUNICATIONS, INC. (OTCMKTS:CRVW) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement | |
| Item 1.01 | (d) Exhibits |
Item 1.01 Entry into a Material Definitive
Agreement.
As previously reported by CareView Communications, Inc. (the
Company) in our Current Report on Form 8K 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 Borrowers 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 Lenders 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 Lenders 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 8K 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).
As previously reported in our Current Report on Form 8K filed
with the SEC on June 4, 2018, the Company, the Borrower, the
Subsidiary Guarantor and the Lender entered into an Amendment to
Modification Agreement (the First Modification Agreement
Amendment) on May31, 2018, to which the parties agreed to amend
the Modification Agreement to provide that the dates on which the
Lender may elect, in the Lenders 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).
As previously reported in our Current Report on Form 8K filed
with the SEC on June 15, 2018, the Company, the Borrower, the
Subsidiary Guarantor and the Lender entered into a Second
Amendment to Modification Agreement (the Second Modification
Agreement Amendment) on June14, 2018, to which the parties agreed
to further 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 (A)$750,000 in net cash proceeds
from the issuance of Capital Stock (other than Disqualified
Capital Stock) or Debt on or prior to July3, 2018 (rather than
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).
As previously reported in our Current Report on Form 8K filed
with the SEC on July 5, 2018, the Company, the Borrower, the
Subsidiary Guarantor and the Lender entered into a Third
Amendment to Modification Agreement (the Third Modification
Agreement Amendment) on June28, 2018, to which the parties agreed
to further 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 (A)$750,000 in net cash proceeds
from the issuance of Capital Stock (other than Disqualified
Capital Stock) or Debt on or prior to July13, 2018 (rather than
July3, 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).
As previously reported in our Current Report on Form 8-K filed
with the SEC on September 5, 2018, the Company, the Borrower, the
Subsidiary Guarantor and the Lender entered into a Fourth
Amendment to Modification Agreement (the Fourth Modification
Agreement Amendment) on August 31, 2018, to which the parties
agreed to further 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 (A)$750,000
in net cash proceeds from the issuance of Capital Stock (other
than Disqualified Capital Stock) or Debt on or prior to July13,
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 September30, 2018 (rather than August31, 2018)
(resulting in aggregate net cash proceeds of at least
$3,550,000).
As previously reported in our Current Report on Form 8-K filed
with the SEC on October 4, 2018, the Company, the Borrower, the
Subsidiary Guarantor and the Lender entered into a Fifth
Amendment to Modification Agreement (the Fifth Modification
Agreement Amendment) on September28, 2018, to which the parties
agreed to amend the Modification Agreement to provide that the
dates on which the Lender may elect, in the Lenders sole
discretion, to terminate the Modification Period would be July31,
2018 and November 12, 2018 (with each such date permitted to be
extended by the Lender in its sole discretion); 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 July13, 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 November12,
2018 (rather than September30, 2018) (resulting in aggregate net
cash proceeds of at least $3,550,000); and that the Liquidity
required during the Modification Period would be lowered to
$1,825,000 from $2,500,000.
As previously reported in our Current Report on Form 8-K filed
with the SEC on November 16, 2018, the Company, the Borrower, the
Subsidiary Guarantor and the Lender entered into a Sixth
Amendment to Modification Agreement (the Sixth Modification
Agreement Amendment) on November 12, 2018, to which the parties
agreed to amend the Modification Agreement to provide that the
dates on which the Lender may elect, in the Lenders sole
discretion, to terminate the Modification Period would be July31,
2018 and November 19, 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 July13, 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 November19, 2018 (rather than November 12, 2018) (resulting in
aggregate net cash proceeds of at least $3,550,000).
As previously reported in our Current Report on Form 8-K filed
with the SEC on November 21, 2018, the Company, the Borrower, the
Subsidiary Guarantor and the Lender entered into a Seventh
Amendment to Modification Agreement (the Seventh Modification
Agreement Amendment) on November 19, 2018, to which the parties
agreed to amend the Modification Agreement to provide that the
dates on which the Lender may elect, in the Lenders sole
discretion, to terminate the Modification Period would be July31,
2018 and December 3, 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 July13, 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 December 3, 2018 (rather than November 19, 2018) (resulting in
aggregate net cash proceeds of at least $3,550,000).
As previously reported in our Current Report on Form 8-K filed
with the SEC on December 6, 2018, the Company, the Borrower, the
Subsidiary Guarantor and the Lender entered into an Eighth
Amendment to Modification Agreement (the Eighth Modification
Agreement Amendment) on December 3, 2018, to which the parties
agreed to amend the Modification Agreement to provide that the
dates on which the Lender may elect, in the Lenders sole
discretion, to terminate the Modification Period would be July31,
2018 and December 17, 2018 (with each such date permitted to be
extended by the Lender in its sole discretion); 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 July13, 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 December 17,
2018 (rather than December 3, 2018) (resulting in aggregate net
cash proceeds of at least $3,550,000); and that the Liquidity
required during the Modification Period would be lowered to
$1,525,000 from $1,825,000.
On December 17, 2018, the Company, the Borrower, the Subsidiary
Guarantor and the Lender entered into a Ninth Amendment to
Modification Agreement (the Ninth 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 Lenders sole discretion, to terminate the
Modification Period would be July31, 2018 and January 31, 2019
(with each such date permitted to be extended by the Lender in
its sole discretion); 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 July13, 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 January 31, 2019 (rather than December 17,
2018) (resulting in aggregate net cash proceeds of at least
$3,550,000); that the Liquidity required during the Modification
Period would be lowered to $750,000 from $1,525,000; and that the
Borrowers interest payment that would otherwise be due to Lender
on December 31, 2018 would be deferred until January 31, 2019
(the end of the extended Modification Period) and that such
deferral would be an additional Covered Event.
The foregoing descriptions of the Credit Agreement, the
Modification Agreement, the Credit Agreement Amendment, the First
Modification Agreement Amendment, the Second Modification
Agreement Amendment, the Third Modification Agreement Amendment,
the Fourth Modification Agreement Amendment, the Fifth
Modification Agreement Amendment, the Sixth Modification
Agreement Amendment, the Seventh Modification Agreement
Amendment, the Eighth Modification Agreement Amendment and the
Ninth 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 Form 8-K and
are incorporated by reference in response to this Item 1.01.
Item 1.01 Financial Statements and Exhibits.
(d) 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(5) |
| 10.06 | 06/14/18 |
Second 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(6) |
| 10.07 | 06/28/18 |
Third 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(7) |
| 10.08 | 07/13/18 |
Third Amendment to Credit Agreement, by and among the Company, CareView Communications, Inc., a Texas corporation, and PDL Investment Holdings, LLC(8) |
| 10.09 | 08/31/18 |
Fourth 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(9) |
| 10.10 | 09/28/18 |
Fifth 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(10) |
| 10.11 | 11/12/18 |
Sixth 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(11) |
| 10.12 | 11/19/18 |
Seventh 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(12) |
| 10.13 | 12/03/18 |
Eighth 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(13) |
| 10.14 | 12/17/18 |
Ninth 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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Filed with the Current Report on Form 8-K filed with the SEC on June 30, 2015. |
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Filed with the Current Report on Form 8-K filed with the SEC on October 13, 2015. |
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Filed with the Current Report on Form 8-K filed with the SEC on February 5, 2018. |
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Filed with the Current Report on Form 8-K filed with the SEC on February 26, 2018. |
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Filed with the Current Report on Form 8-K filed with the SEC on June 4, 2018. |
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Filed with the Current Report on Form 8-K filed with the SEC on June 15, 2018. |
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Filed with the Current Report on Form 8-K filed with the SEC on July 5, 2018. |
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Filed with the Current Report on Form 8-K filed with the SEC on July 16, 2018. |
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Filed with the Current Report on Form 8-K filed with the SEC on September 5, 2018. |
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Filed with the Current Report on Form 8-K filed with the SEC on October 4, 2018. |
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Filed with the Current Report on Form 8-K filed with the SEC on November 16, 2018. |
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Filed with the Current Report on Form 8-K filed with the SEC on November 21, 2018. |
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Filed with the Current Report on Form 8-K filed with the SEC on December 6, 2018. |
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| * | Filed herewith. |
CareView Communications Inc Exhibit
EX-10.14 2 ex10-14.htm NINTH AMENDMENT TO MODIFICATION AGREEMENT CareView Communications,…
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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.