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, 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 June 26, 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 December 31, 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 December 28, 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 May 31, 2018 or September 30, 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) December 31, 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 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 May 31, 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 February 26, 2018, the Company, the Borrower
and the Lender entered into a Second Amendment to Credit Agreement (the “Credit Agreement Amendment”) on February 23,
2018, pursuant 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 May 31, 2018 (resulting in aggregate net cash proceeds of at least $5,050,000).
As
previously reported in our Current Report on Form 8-K 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 May 31, 2018, pursuant 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 July 31, 2018
and September 30, 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 June 15, 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 August 31, 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 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 June 14, 2018, pursuant 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 July 3, 2018 (rather than June 15, 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 August 31, 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 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 June 28, 2018, pursuant 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 July 13, 2018 (rather than July 3, 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 August 31, 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, pursuant 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 July 13, 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 September 30, 2018 (rather than
August 31, 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 September 28, 2018, pursuant 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 July 31,
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 July 13, 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 November 12, 2018 (rather than September 30, 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, pursuant 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
July 31, 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 July 13, 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 November 19, 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, pursuant 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 July 31, 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 July 13, 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, pursuant 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
July 31, 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 July 13, 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.
As
previously reported in our Current Report on Form 8-K filed with the SEC on December 21, 2018, the Company, the Borrower, the
Subsidiary Guarantor and the Lender entered into a Ninth Amendment to Modification Agreement (the “Ninth Modification Agreement
Amendment”) on December 17, 2018, pursuant 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
July 31, 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 July 13, 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 Borrower’s 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.
As
previously reported in our Current Report on Form 8-K filed with the SEC on February 5, 2019, the Company, the Borrower, the Subsidiary
Guarantor and the Lender entered into a Tenth Amendment to Modification Agreement (the “Tenth Modification Agreement Amendment”)
on January 31, 2019, pursuant 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 July 31,
2018 and February 28, 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 July 13, 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 February 28, 2019 (rather than January 31, 2019) (resulting
in aggregate net cash proceeds of at least $3,550,000); and that the Borrower’s interest payment that would otherwise be
due to Lender on December 31, 2018 would be deferred until February 28, 2019 (the end of the extended Modification Period) and
that such deferral would be a Covered Event.
On
February 28, 2019, the Company, the Borrower, the Subsidiary Guarantor and the Lender entered into an Eleventh Amendment to Modification
Agreement (the “Eleventh Modification Agreement Amendment”), pursuant 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 July 31, 2018 and March 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 July 13, 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 March 31, 2019 (rather
than February 28, 2019) (resulting in aggregate net cash proceeds of at least $3,550,000); and that the Borrower’s interest
payment that would otherwise be due to Lender on December 31, 2018 would be deferred until March 31, 2019 (the end of the extended
Modification Period) and that such deferral would be a 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, the Ninth Modification Agreement Amendment, the Tenth Modification
Agreement Amendment, and the Eleventh 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.