Item 1.01 Entry into a Material Definitive Agreement 3
Item 9.01 (d) Exhibits 8
2
Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Modification Agreement to Credit 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).
3
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).
4
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
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Date Document
10.01 06/26/15 Credit Agreement between the Company and PDL BioPharma, Inc.(1)
10.02 10/07/15 First Amendment to Credit Agreement between the Company and PDL
BioPharma, Inc.(2)
10.03 01/31/17 Promissory Note to Rockwell Holdings I, LLC(3)
10.04 02/02/18 Modification Agreement by and among the Company, CareView
Communications, Inc., a Texas corporation, CareView Operations,
L.L.C., a Texas limited liability company, and PDL Investment
Holdings, LLC(4)
10.05 02/02/18 Amendment to Promissory Note to Rockwell Holdings I, LLC(4)
10.06 02/23/18 Second Amendment to Credit Agreement, by and among the Company,
CareView Communications, Inc., a Texas corporation, and PDL
Investment Holdings, LLC(5)
10.07 05/31/18 Amendment to Modification Agreement, by and among the Company,
CareView Communications, Inc., a Texas corporation, CareView
Operations, L.L.C., a Texas limited liability company, and PDL
Investment Holdings, LLC(6)
10.08 06/14/18 Second Amendment to Modification Agreement, by and among the
Company, CareView Communications, Inc., a Texas corporation,
CareView Operations, L.L.C., a Texas limited liability company,
and PDL Investment Holdings, LLC(7)
8
10.09 06/28/18 Third Amendment to Modification Agreement, by and among the
Company, CareView Communications, Inc., a Texas corporation,
CareView Operations, L.L.C., a Texas limited liability company,
and PDL Investment Holdings, LLC(8)
10.10 07/13/18 Third Amendment to Credit Agreement, by and among the Company,
CareView Communications, Inc., a Texas corporation, and PDL
Investment Holdings, LLC(9)
10.11 08/31/18 Fourth Amendment to Modification Agreement, by and among the
Company, CareView Communications, Inc., a Texas corporation,
CareView Operations, L.L.C., a Texas limited liability company,
and PDL Investment Holdings, LLC(10)
10.12 09/28/18 Fifth Amendment to Modification Agreement, by and among the
Company, CareView Communications, Inc., a Texas corporation,
CareView Operations, L.L.C., a Texas limited liability company,
and PDL Investment Holdings, LLC(11)
10.13 11/12/18 Sixth Amendment to Modification Agreement, by and among the
Company, CareView Communications, Inc., a Texas corporation,
CareView Operations, L.L.C., a Texas limited liability company,
and PDL Investment Holdings, LLC(12)
10.14 11/19/18 Seventh Amendment to Modification Agreement, by and among the
Company, CareView Communications, Inc., a Texas corporation,
CareView Operations, L.L.C., a Texas limited liability company,
and PDL Investment Holdings, LLC(13)
10.15 12/03/18 Eighth Amendment to Modification Agreement, by and among the
Company, CareView Communications, Inc., a Texas corporation,
CareView Operations, L.L.C., a Texas limited liability company,
and PDL Investment Holdings, LLC(14)
10.16 12/17/18 Ninth Amendment to Modification Agreement, by and among the
Company, CareView Communications, Inc., a Texas corporation,
CareView Operations, L.L.C., a Texas limited liability company,
and PDL Investment Holdings, LLC(15)
10.17 01/31/19 Tenth Amendment to Modification Agreement, by and among the
Company, CareView Communications, Inc., a Texas corporation,
CareView Operations, L.L.C., a Texas limited liability company,
and PDL Investment Holdings, LLC(16)
10.18 02/28/19 Eleventh Amendment to Modification Agreement, by and among the
Company, CareView Communications, Inc., a Texas corporation,
CareView Operations, L.L.C., a Texas limited liability company,
and PDL Investment Holdings, LLC(17)
10.19 03/29/19 Twelfth Amendment to Modification Agreement, by and among the
Company, CareView Communications, Inc., a Texas corporation,
CareView Operations, L.L.C., a Texas limited liability company,
and PDL Investment Holdings, LLC(18)
10.20 04/09/19 Fourth Amendment to Credit Agreement, by and among the Company,
CareView Communications, Inc., a Texas corporation, and PDL
Investment Holdings, LLC(19)
10.21 04/09/19 Amended and Restated Tranche One Term Note in the principal
amount of $20 million issued to PDL BioPharma, Inc. (Filed as
Exhibit A to Fourth Amendment to Credit Agreement dated April 9,
2019)(19)
10.22 04/29/19 Thirteenth Amendment to Modification Agreement, by and among the
Company, CareView Communications, Inc., a Texas corporation,
CareView Operations, L.L.C., a Texas limited liability company,
and PDL Investment Holdings, LLC(20)
10.23 05/15/19 Fourteenth Amendment to Modification Agreement, by and among the
Company, CareView Communications, Inc., a Texas corporation,
CareView Operations, L.L.C., a Texas limited liability company,
and PDL Investment Holdings, LLC(21)
10.24 09/30/19 Fifteenth Amendment to Modification Agreement, by and among the
Company, CareView Communications, Inc., a Texas corporation,
CareView Operations, L.L.C., a Texas limited liability company,
and PDL Investment Holdings, LLC(22)
10.25 11/29/19 Sixteenth Amendment to Modification Agreement, by and among the
Company, CareView Communications, Inc., a Texas corporation,
CareView Operations, L.L.C., a Texas limited liability company,
and PDL Investment Holdings, LLC(23)
10.26 12/31/19 Seventeenth Amendment to Modification Agreement, by and among
the Company, CareView Communications, Inc., a Texas corporation,
CareView Operations, L.L.C., a Texas limited liability company,
and PDL Investment Holdings, LLC(*)
10.27 12/31/19 Second Amendment to Promissory Note to Rockwell Holdings I,
LLC(*)
9
(1) Filed with the Current Report on Form 8-K filed with the SEC on June 30,
2015.
(2) Filed with the Current Report on Form 8-K filed with the SEC on October 13,
2015.
(3) Filed with the Current Report on Form 8-K filed with the SEC on February 2,
2017.
(4) Filed with the Current Report on Form 8-K filed with the SEC on February 5,
2018.
(5) Filed with the Current Report on Form 8-K filed with the SEC on February
26, 2018.
(6) Filed with the Current Report on Form 8-K filed with the SEC on June 4,
2018.
(7) Filed with the Current Report on Form 8-K filed with the SEC on June 15,
2018.
(8) Filed with the Current Report on Form 8-K filed with the SEC on July 5,
2018.
(9) Filed with the Current Report on Form 8-K filed with the SEC on July 16,
2018.
(10) Filed with the Current Report on Form 8-K filed with the SEC on September
5, 2018.
(11) Filed with the Current Report on Form 8-K filed with the SEC on October 4,
2018.
(12) Filed with the Current Report on Form 8-K filed with the SEC on November
16, 2018.
(13) Filed with the Current Report on Form 8-K filed with the SEC on November
21, 2018.
(14) Filed with the Current Report on Form 8-K filed with the SEC on December 6,
2018.
(15) Filed with the Current Report on Form 8-K filed with the SEC on December
21, 2018.
(16) Filed with the Current Report on Form 8-K filed with the SEC on February 5,
2019.
(17) Filed with the Current Report on Form 8-K filed with the SEC on March 4,
2019.
(18) Filed with the Annual Report on Form 10-K filed with the SEC on March 29,
2019.
(19) Filed with the Current Report on Form 8-K filed with the SEC on April 15,
2019.
(20) Filed with the Current Report on Form 8-K filed with the SEC on May 01,
2019.
(21) Filed with the Current Report on Form 8-K filed with the SEC on May 20,
2019.
(22) Filed with the Current Report on Form 8-K filed with the SEC on October 4,
2019.
(23) Filed with the Current Report on Form 8-K filed with the SEC on December 5,
2019.
* Filed herewith.
10
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