Item 1.01 Entry into a Material Definitive Agreement.

Consent and Agreement to Cancel and Exchange Existing Notes and Warrants

On December 30, 2022, CareView Communications, Inc. ("CareView" or the "Company") entered into a consent and agreement to cancel and exchange existing notes and issue replacement notes and cancel warrants (the "Cancellation Agreement") with certain holders (the "Investors") of senior secured convertible promissory notes ("Notes") and warrants ("Warrants") to purchase the Company's common stock, that were issued pursuant to that certain Note and Warrant Purchase Agreement, dated as of April 21, 2011 (as amended, modified, or supplemented from time to time) (the "Purchase Agreement"). The Cancellation Agreement provided for the cancellation of all outstanding Notes (with a total aggregate outstanding amount of approximately $88,300,000) and Warrants (for the purchase of an aggregate of approximately 15,400,000 shares of common stock) issued pursuant to the Purchase Agreement in exchange for the issuance of replacement senior secured convertible promissory notes (the "Replacement Notes") with an aggregate principal amount of $44,900,000.

The Replacement Notes have a maturity date of December 31, 2023. No interest will accrue on the Replacement Notes.

At any time or times on or after December 30, 2022, the Investors are entitled to convert any portion of the outstanding principal balances of the Notes into fully paid and nonassessable shares of Common Stock at a conversion price of $0.10 per share, subject to adjustment in accordance with anti-dilution provisions set forth in the Notes. The initial conversion rate is subject to adjustment upon the occurrence of stock splits, reverse stock splits, and similar capital events.

The Company may not enter into or be party to a transaction resulting in a change of control unless the successor entity assumes in writing all of the obligations of the Company under the Replacement Notes. Upon the occurrence of any change of control, the successor entity shall succeed to, and be substituted for, and may exercise every right and power of the Company and shall assume all of the obligations of the Company under the Replacement Notes with the same effect as if such successor entity had been named as the Company. Upon consummation of a reclassification or change of control as a result of which holders of common stock shall be entitled to receive stock, securities, cash, assets or any other property with respect to or in exchange for such common stock, the Company or successor entity, as the case may be, shall deliver to the holder of the Replacement Note confirmation that there shall be issued upon conversion of the Replacement Note, in lieu of the shares of common stock issuable upon the conversion of the Replacement Note, such shares of stock, securities, cash, assets or any other property whatsoever which the holder would have been entitled to receive upon the happening of such reclassification or change of control had the Replacement Note been converted immediately prior to such reclassification or change of control.

The foregoing descriptions of the Cancellation Agreement and Replacement Notes are qualified, in their entirety, by reference to the terms of the Cancellation Agreement and each Replacement Note, respectively, a copy of each of which is attached as an exhibit to this Current Report on Form 8-K and are incorporated by reference in response to this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information called for by this item is contained in Item 1.01 above, which item is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The Replacement Notes were offered and sold exclusively to accredited investors in a transaction not involving a public offering, pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Investors represented that their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the Shares issued in the transaction. The offer and sale of the securities were made without any general solicitation or advertising.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No. Date Document


  10.01*    12/30/2022 Cancellation Agreement
  10.02*    12/30/2022 Form of Replacement Notes
104                    Cover Page Interactive Data File (embedded within the
                       Inline XBRL document)

* Filed herewith.

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