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.
As previously reported in our Current
Report on Form 8-K filed with the SEC on March 4, 2019, the Company, the Borrower, the Subsidiary Guarantor and the Lender entered
into an Eleventh Amendment to Modification Agreement (the “Eleventh Modification Agreement Amendment”) on February
28, 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 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.
As previously reported in our Current
Report on Form 8-K filed with the SEC on April 2, 2019, the Company, the Borrower, the Subsidiary Guarantor and the Lender entered
into a Twelfth Amendment to Modification Agreement (the “Twelfth Modification Agreement Amendment”) on March 29, 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 April 30, 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 April 30, 2019 (rather than March 31, 2019) (resulting in aggregate net cash proceeds of at least $3,550,000); and
that the Borrower’s interest payments that would otherwise be due to Lender on December 31, 2018 and on March 31, 2019 would
be deferred until April 30, 2019 (the end of the extended Modification Period) and that such deferrals would be a Covered Event.
The parties also agreed that any breaches by the Company or the Borrower of the minimum cash balance requirement formerly set forth
in the HealthCor Note and Warrant Purchase Agreement, as amended, that occurred on or prior to March 27, 2019 would be permanently
waived and would not constitute Events of Default under a Loan Document so long as such breaches had been waived under the HealthCor
Note and Warrant Purchase Agreement, as amended, and as such, that any such breaches would be a Covered Event.
As previously reported in our Current
Report on Form 8-K filed with the SEC on April 15, 2019, the Company, the Borrower and the Lender entered into a Fourth Amendment
to Credit Agreement (the “Fourth Credit Agreement Amendment”) on April 9, 2019, and in connection with the Fourth Credit
Agreement Amendment, the Borrower executed an Amended and Restated Tranche One Term Note in the principal amount of $20,000,000
to the Lender (the “Amended Tranche One Term Note”), pursuant to which the parties agreed, among other things, to amend
the note from registered to unregistered form.
As previously reported in our Current
Report on Form 8-K filed with the SEC on May 1, 2019, the Company, the Borrower, the Subsidiary Guarantor and the Lender entered
into a Thirteenth Amendment to Modification Agreement (the “Thirteenth Modification Agreement Amendment”) on April
29, 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 May 15,
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 May 15, 2019 (rather than April 30, 2019) (resulting in aggregate net cash proceeds of at least $3,550,000); and
that the Borrower’s interest payments that would otherwise be due to Lender on December 31, 2018 and on March 31, 2019 would
be deferred until May 15, 2019 (the end of the extended Modification Period) and that such deferrals would be a Covered Event.
As previously reported in our Current
Report on Form 8-K filed with the SEC on May 20, 2019, the Company, the Borrower, the Subsidiary Guarantor and the Lender entered
into a Fourteenth Amendment to Modification Agreement (the “Fourteenth Modification Agreement Amendment”) on May 15,
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 September 30,
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) $1,000,000
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) $250,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt
on or prior to May 15, 2019 (resulting in aggregate net cash proceeds of at least $3,300,000); that the Liquidity required during
the Modification Period would be lowered to $0 from $750,000; and that the Borrower’s interest payments that would otherwise
be due to Lender on December 31, 2018, March 31, 2019 and June 30, 2019 would be deferred until September 30, 2019 (the end
of the extended Modification Period) and that such deferrals would be a Covered Event.
As previously reported in our Current
Report on Form 8-K filed with the SEC on October 4, 2019, the Company, the Borrower, the Subsidiary Guarantor and the Lender entered
into a Fifteenth Amendment to Modification Agreement (the “Fifteenth Modification Agreement Amendment”) on September
30, 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 November
30, 2019 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s interest
payments that would otherwise be due to Lender on December 31, 2018, March 31, 2019, June 30, 2019, and September 30, 2019 would
be deferred until November 30, 2019 (the end of the extended Modification Period) and that such deferrals would be a Covered Event.
On November 29, 2019, the Company, the
Borrower, the Subsidiary Guarantor and the Lender entered into a Sixteenth Amendment to Modification Agreement (the “Sixteenth
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 December 31, 2019 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower’s
interest payments that would otherwise be due to Lender on December 31, 2018, March 31, 2019, June 30, 2019, and September 30,
2019 would be deferred until December 31, 2019 (the end of the extended Modification Period) and that such deferrals would be a
Covered Event.
The foregoing descriptions of the Credit
Agreement, the Modification Agreement, the Credit Agreement Amendment, the Fourth Credit Agreement Amendment, the Amended Tranche
One Term Note, 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, the Eleventh Modification Agreement Amendment, the Twelfth Modification
Agreement Amendment, the Thirteenth Modification Agreement Amendment, the Fourteenth Modification Agreement Amendment, the Fifteenth
Modification Agreement Amendment, and the Sixteenth 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.