Current Report Filing (8-k)
April 17 2020 - 4:27PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 31, 2020
CAREVIEW
COMMUNICATIONS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
000-54090
|
95-4659068
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
405
State Highway 121, Suite B-240, Lewisville, TX 75067
(Address
of principal executive offices and Zip Code)
(972)
943-6050
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
Trading
Symbol(s)
|
Name
of each exchange on which registered
|
N/A
|
|
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§
230-405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
TABLE
OF CONTENTS
Item
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 February 5, 2018, on February 2, 2018 the Company entered into
an amendment (the “Rockwell Note Amendment”) to the Company’s Promissory Note to Rockwell Holdings I, LLC (“Rockwell”)
dated as of January 31, 2017 (the “Rockwell Note”), pursuant to which Rockwell agreed to defer $50,000 of each $100,000
quarterly payment due under the Rockwell Note from January 1, 2018 through the termination of the modification period provided
for under the Modification Agreement entered into on February 2, 2018, as amended, by and among 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, 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
dated as of June 26, 2015, as amended, by and among the Company, the Borrower and the Lender.
As
previously reported in our Current Report on Form 8-K filed with the SEC on January 7, 2020, the Company and Rockwell entered
into a Second Amendment to the Rockwell Note (the “Second Rockwell Note Amendment”) on December 31, 2019, pursuant
to which Rockwell agreed to extend the term of the Rockwell Note by one year, to December 31, 2020, and agreed to extend the time
to make the quarterly payment that would otherwise be due on December 31, 2019 to January 31, 2020.
As
previously reported in our Current Report on Form 8-K filed with the SEC on February 6, 2020, the Company and Rockwell entered
into a Third Amendment to the Rockwell Note (the “Third Rockwell Note Amendment”) effective as of January 31, 2020,
pursuant to which Rockwell agreed to extend the time to make the quarterly payment that would otherwise be due on December 31,
2019 from January 31, 2020 to February 10, 2020.
Effective
as of March 31, 2020, the Company and Rockwell entered into a Fourth Amendment to the Rockwell Note (the “Fourth Rockwell
Note Amendment”), pursuant to which Rockwell agreed to extend the time to make the quarterly payment that would otherwise
be due on March 31, 2020 to April 16, 2020.
The
foregoing descriptions of the Rockwell Note, the Rockwell Note Amendment, the Second Rockwell Note Amendment, the Third Rockwell
Note Amendment and the Fourth Rockwell Note Amendment are qualified, in their entirety, by reference to each such document, copies
of which are attached as exhibits to this Current Report on Form 8-K and are incorporated by reference into this Item 1.01.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
Exhibit
No.
|
Date
|
Document
|
10.01
|
01/31/17
|
Promissory
Note to Rockwell Holdings I, LLC(1)
|
10.02
|
02/02/18
|
Amendment
to Promissory Note to Rockwell Holdings I, LLC(2)
|
10.03
|
12/31/19
|
Second
Amendment to Promissory Note to Rockwell Holdings I, LLC(3)
|
10.04
|
01/31/20
|
Third
Amendment to Promissory Note to Rockwell Holdings I, LLC(4)
|
10.05
|
03/31/20
|
Fourth
Amendment to Promissory Note to Rockwell Holdings I, LLC(*)
|
|
(1)
|
Filed with the Current
Report on Form 8-K filed with the SEC on February 2, 2017.
|
|
(2)
|
Filed with the Current
Report on Form 8-K filed with the SEC on February 5, 2018.
|
|
(3)
|
Filed with the Current
Report on Form 8-K filed with the SEC on January 7, 2020.
|
|
(4)
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Filed with the Current
Report on Form 8-K filed with the SEC on February 6, 2020.
|
|
|
|
|
*
|
Filed herewith.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date:
April 17, 2020
|
CAREVIEW
COMMUNICATIONS, INC.
|
|
|
|
By:
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/s/
Steven G. Johnson
|
|
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Steven G. Johnson
Chief Executive Officer
|
Careview Communications (QB) (USOTC:CRVW)
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