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 April 27, 2011, we entered into a Note and Warrant Purchase Agreement dated April 21, 2011 (the “Purchase
Agreement”) with HealthCor Partners Fund, LP (“HealthCor Partners”) and HealthCor Hybrid Offshore Master Fund,
LP (“HealthCor Hybrid” and, together with HealthCor Partners, the “HealthCor Parties”). Pursuant to the
Purchase Agreement, we sold Senior Secured Convertible Notes to the HealthCor Parties in the aggregate initial principal amount
of $20,000,000 (collectively the “2011 HealthCor Notes”), subject to adjustment in accordance with anti-dilution provisions
set forth in the 2011 HealthCor Notes. We also issued Warrants to purchase an aggregate of up to 11,782,859 shares of our Common
Stock at an exercise price per share equal to $1.40 per share to the HealthCor Parties (collectively the “2011 HealthCor
Warrants”).
Amendment Agreement
As previously reported in our Current
Report on Form 8-K filed with the SEC on January 6, 2012, we entered into a Note and Warrant Amendment Agreement with the HealthCor
Parties on December 30, 2011 (the “First Amendment”) to (i) amend the Purchase Agreement in order to modify the
HealthCor Parties’ right to restrict certain equity issuances; and (ii) amend the 2011 HealthCor Notes and the 2011
HealthCor Warrants, in order to eliminate certain anti-dilution provisions.
Second Amendment
As previously reported in our Current
Report on Form 8-K filed with the SEC on February 2, 2012, we entered into a Second Amendment to Note and Warrant Purchase Agreement
with the HealthCor Parties on January 31, 2012 (the “Second Amendment”) which allowed us to sell additional Senior
Secured Convertible Notes to the HealthCor Parties in the aggregate initial principal amount of $5,000,000 (collectively, the
“2012 HealthCor Notes”).
Third Amendment
As previously reported in our Current
Report on Form 8-K filed with the SEC on August 26, 2013, we entered into a Third Amendment to Note and Warrant Purchase Agreement
with the HealthCor Parties (the “Third Amendment”) on August 20, 2013 to redefine our minimum cash balance requirements.
All other terms and conditions of the Purchase Agreement, including all amendments thereto, remained the same.
Fourth Amendment
As previously reported in our Current
Report on Form 8-K filed with the SEC on January 22, 2014, we entered into a Fourth Amendment to Note and Warrant Purchase Agreement
with the HealthCor Parties (the “Fourth Amendment”) on January 16, 2014 to sell and issue to the HealthCor Parties
(i) additional notes (the “2014 HealthCor Notes”) in the initial aggregate principal amount of $5,000,000, with
a conversion price per share equal to $0.40 (subject to adjustment as described therein) and (ii) additional warrants (the
“2014 Supplemental Warrants”) to purchase an aggregate of up to 4,000,000 shares of our Common Stock at an exercise
price per share equal to $0.40 (subject to adjustment as described therein).
Fifth Amendment
As previously reported in our
Current Report on Form 8-K filed with the SEC on December 19, 2014, we entered into a Fifth Amendment to Note and Warrant
Purchase Agreement with the HealthCor Parties and certain additional investors party thereto (such additional investors, the
“Fifth Amendment New Investors” and, collectively with the HealthCor Parties, the “Fifth Amendment
Investors”) (the “Fifth Amendment”) on December 15, 2014 to sell and issue to the Fifth Amendment Investors
(i) additional notes (the “2015 Supplemental Notes”) in the initial aggregate principal amount of
$6,000,000, with a conversion price per share equal to $0.52 (subject to adjustment as described therein) and
(ii) additional warrants (the “2015 Supplemental Warrants”) to purchase an aggregate of up to 3,692,308
shares of our Common Stock at an exercise price per share equal to $0.52 (subject to adjustment as described therein). The
Fifth Amendment New Investors were composed of all but one of our directors (at such
time and currently) as well as one
of our officers (at such time and currently) who is not also a director. As previously reported in our Current Report on Form
8-K filed with the SEC on February 19, 2015, the Company and the Fifth Amendment Investors closed on the transactions contemplated
by the Fifth Amendment on February 17, 2015.
Sixth Amendment
As
previously reported in our Annual Report on Form 10-K filed with the SEC on March 31, 2015, we entered into a Sixth Amendment
to Note and Warrant Purchase Agreement with the HealthCor Parties and the Fifth Amendment New Investors on March 31, 2015
(the “Sixth Amendment”), pursuant to which, among other things, (i) the requirement to maintain a minimum cash
balance of $5,000,000 was reduced to a minimum cash balance of $2,000,000 and (ii) the amendment provision was revised to
permit the Purchase Agreement to be amended by the Company and the holders of the majority of the Common Stock underlying the
outstanding notes and warrants to purchase shares of our Common Stock sold pursuant to the Purchase Agreement (on an as-converted
basis) (the “Majority Holders”). On March 31, 2015, we also issued warrants to the HealthCor Parties to purchase up
to an aggregate of 1,000,000 shares of our Common Stock as consideration for certain prior waivers of the minimum cash balance
requirement in the Purchase Agreement (the “Sixth Amendment Supplemental Warrants”). The Sixth Amendment Supplemental
Warrants have an exercise price per share equal to $0.53 (subject to adjustment as described therein).
Seventh Amendment
As
previously reported in our Current Report on Form 8-K filed with the SEC on June 30, 2015, we entered into a Seventh Amendment
to Note and Warrant Purchase Agreement with the HealthCor Parties and the Fifth Amendment New Investors on June 26, 2015
(the “Seventh Amendment”), pursuant to which the Purchase Agreement was amended to permit the Company to enter into
and perform its obligations under the Credit Agreement (the “Credit Agreement”) dated as of June 26, 2015, as amended,
by and among the Company, CareView Communications, Inc., a Texas corporation and a wholly owned subsidiary of the Company (the
“Borrower”) and PDL Investment Holdings, LLC (as assignee of PDL BioPharma, Inc.) in its capacity as administrative
agent and lender (the “Lender”), and on June 26, 2015 certain amendments were also made to each of the outstanding
notes issued under the Purchase Agreement in connection with the Company’s entrance into the Credit Agreement.
Eighth Amendment
As previously reported in our Current
Report on Form 8-K filed with the SEC on February 26, 2018, we entered into an Eighth Amendment to Note and Warrant Purchase Agreement
on February 23, 2018 (the “Eighth Amendment”) with the Fifth Amendment New Investors (the “Existing Investors”),
an additional investor party thereto (such additional investor, the “New Investor” and, collectively with the Existing
Investors, the “Investors”) and the HealthCor Parties (solely in their capacity as the Majority Holders approving
the Eighth Amendment and not as investors), pursuant to which we sold and issued, for an aggregate of $2,050,000 in cash, to the
Investors on such date (i) additional notes in the initial aggregate principal amount of $2,050,000, with a conversion price
per share equal to $0.05 (subject to adjustment as described therein)
and a maturity date
of February 22, 2028
(the “Eighth Amendment Supplemental Closing Notes”) and (ii) additional warrants
to purchase an aggregate of up to 512,500 shares of our Common Stock at an exercise price per share equal to $0.05 (subject to
adjustment as described therein) and with an expiration date of February 23, 2028 (the “Eighth Amendment Supplemental
Warrants”). The Existing Investors were composed of all but one of our directors (at such time and currently) as well as
one of our officers (at such time and currently) who is not also a director. Of the total amount of Eighth Amendment Supplemental
Closing Notes and Eighth Amendment Supplemental Warrants issued and sold by the Company pursuant to the Eighth Amendment, such
directors and officer purchased, in aggregate, Eighth Supplemental Closing Notes in the initial aggregate principal amount of
$1,950,000 and Eighth Amendment Supplemental Warrants to purchase an aggregate of up to 487,500 shares of our Common Stock.
Ninth Amendment
On
July 10, 2018, we entered into a Ninth Amendment to Note and Warrant Purchase Agreement (the “Ninth Amendment”) with
the HealthCor Parties and the Investors, pursuant to which the parties agreed to amend the Purchase Agreement, the 2011 HealthCor
Notes (“2011 Allonges”), the 2012 HealthCor Notes (“2012 Allonges”), the 2014 HealthCor Notes (“2014
Allonges”), the 2015 Supplemental Notes (“2015 Allonge”) and the Eighth Amendment Supplemental Closing Notes
(“2018 Allonge”), as applicable, to (i) remove the rights of the holders of the 2011 HealthCor Notes and the
2012 HealthCor Notes to convert such notes to Common Stock after June 30, 2018; (ii) suspend the accrual of interest
on the 2011 HealthCor Notes and the 2012 HealthCor Notes for periods after June 30, 2018; (iii) provide for the potential
earlier repayment of the 2011 HealthCor Notes and the 2012 HealthCor Notes by the Company, 120 calendar days following a written
demand for payment by the holder of such notes; provided, however, that such written demand may not be given prior to the twelve-month
anniversary of the date on which the obligations of the Company under the Credit Agreement are repaid in full; (iv) cancel
the 2011 HealthCor Warrants; (v) provide for the seniority of the 2011 HealthCor Notes and the 2012 HealthCor Notes in right
of payment over notes subsequently issued pursuant to the Purchase Agreement, including the 2014 HealthCor Notes, the 2015 Supplemental
Notes and the Eighth Amendment Supplemental Closing Notes; (vi) amend the terms of the 2014 HealthCor Notes, the 2015 Supplemental
Notes and the Eighth Amendment Supplemental Closing Notes to reflect the seniority in payment of the 2011 HealthCor Notes and
2012 HealthCor Notes; and (vii) reduce the number of shares of Common Stock that the Company must at all times have authorized
and reserved for the purpose of issuance upon conversion of the notes issued pursuant to the Purchase Agreement (collectively,
the “Notes”) and exercise of the warrants issued pursuant to the Purchase Agreement (collectively, the “Warrants”),
from at least 120% of the aggregate number of shares of Common Stock then issuable upon full conversion of the Notes and exercise
of the Warrants to at least 100% of such aggregate number of shares.
In
addition, on July 10, 2018, the Company, the Borrower, the Lender, the HealthCor Parties and the Investors entered into a Second
Amendment to Subordination and Intercreditor Agreement (the “Second Intercreditor Amendment”), to amend the Subordination
and Intercreditor Agreement dated as of June 26, 2015, as amended (the “Intercreditor Agreement”) by and among
the Company, the Borrower, the Lender, the HealthCor Parties and the Investors to provide that, in the event of a sale of the
Borrower’s hospital assets, after the net proceeds are first applied to repay Obligations under the Credit Agreement until
paid in full, up to the next $5,000,000 of such net proceeds may be retained by the Borrower for working capital purposes before
all remaining net proceeds are then applied to repay the obligations under the Notes in accordance with the priorities set forth
in the Purchase Agreement and the Notes.
The foregoing descriptions of the
Purchase Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment,
the Sixth Amendment, the Seventh Amendment, the Credit Agreement, the Eighth Amendment, the Ninth Amendment, the 2011 HealthCor
Notes, the 2012 HealthCor Notes, the 2014 HealthCor Notes, the 2015 Supplemental Notes, the Eighth Amendment Supplemental Closing
Notes, the 2011 HealthCor Warrants, the 2014 Supplemental Warrants, the 2015 Supplemental Warrants, the Sixth Amendment Supplemental
Warrants, the Eighth Amendment Supplemental Warrants, the 2011 Allonges, the 2012 Allonges, the 2014 Allonges, the 2015 Allonge,
the 2018 Allonge, the Intercreditor Agreement and the Second Intercreditor Amendment are qualified, in their entirety, by reference
to each such agreement or instrument, 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.