UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM 8-K

 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 
Date of Report (Date of earliest event reported): December 30, 2011


CAREVIEW COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)


 
Nevada
000-54090
95-4659068
    (State or other jurisdiction of incorporation)
 
(Commission File Number)
(IRS Employer Identification No.)


   405 State Highway 121, Suite B-240, Lewisville, TX  75067
 (Address of principal executive offices and Zip Code)
 
 
(972) 943-6050
 (Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 
 
 
 

  TABLE OF CONTENTS

Page

       
SECTION 1 – REGISTRANT'S BUSINESS AND OPERATIONS
 
       
Item 1.01
 
Entry into a Material Definitive Agreement
 3
       
SECTION 2 – FINANCIAL INFORMATION
 
       
Item 2.03
 
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
3
       
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
 
       
Item 9.01
 
(d) Exhibits
            4
 
2
 
 
 
 
Item 1.01 
Entry into a Material Definitive Agreement

Information called for by this item is contained in Item 2.03 below, which item is incorporated herein by reference.

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

As previously reported by the CareView Communications, Inc. (“CareView” or the “Company”) on its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 27, 2011, the Company entered into and closed a Note and Warrant Purchase Agreement (the " Purchase Agreement ") with HealthCor Partners Fund, LP (“HealthCor Partners”) and HealthCor Hybrid Offshore Master Fund, LP (“HealthCor Hybrid”) (collectively, the "Investors") on April 21, 2011 (the “Issue Date”), in connection with (a) that certain Senior Secured Convertible Note issued by the Company to HealthCor Partners as of the Issue Date in the original principal amount of $9,316,000 (the “ HealthCor Partners Note ”), (b) that certain Senior Secured Convertible Note issued by the Company to HealthCor Hybrid as of the Issue Date in the original principal amount of $10,684,000 (the “ HealthCor Hybrid Note ” and together with the HealthCor Partners Note, the “ HealthCor Notes ”), (c) that certain Warrant to Purchase Common Stock issued by the Company to HealthCor Partners as of the Issue Date, representing the right to purchase up to 5,488,456 shares of the Company’s Common Stock (as defined therein) (the “ HealthCor Partners Warrant ”), and (d) that certain Warrant to Purchase Common Stock issued by the Company to HealthCor Hybrid as of the Issue Date, representing the right to purchase up to 6,294,403 shares of the Company’s Common Stock (the “ HealthCor Hybrid Warrant ” and together with the HealthCor Partners Warrant, the “ HealthCor Warrants ”).

On December 30, 2011, the Company and the Investors entered into a Note and Warrant Amendment Agreement (“ Amendment Agreement ”) agreeing to (a) amend the Purchase Agreement pursuant to Section 7.9 thereof, in order to modify the Investors’ right to restrict certain equity issuances as set forth therein; and (b) amend the HealthCor Notes and the HealthCor Warrants, pursuant to Section 11 of the HealthCor Notes and Section 21 of the HealthCor Warrants, in order to eliminate certain anti-dilution provisions contained therein.  The accounting treatment resulting from the elimination of the anti-dilution provision, which will be reported as part of the Company's Form 10-K filing, will allow for the transfer of related long-term liabilities to stockholders' equity.  This amount was approximately $26,000,000 as reported in the Company's most recent Form 10-Q filed on November 14, 2011. 

The foregoing description of the Amendment Agreement is qualified, in entirety, by reference to that agreement, a copy of which is attached as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.
3
 
 
 

Item9.01 
Financial Statements and Exhibits

(d)           Exhibits:

Exh. No.
Date
Document
10.72
April 21, 2011
Note and Warrant Purchase Agreement between the Company and HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP (1)
10.73
April 21, 2011
Senior Secured Convertible Note of the Company payable to HealthCor Partners Fund, LP (1)
10.74
April 21, 2011
Senior Secured Convertible Note of the Company payable to HealthCor Hybrid Offshore Master Fund, LP (1)
10.75
April 21, 2011
Warrant to Purchase 5,488,456 shares of the Company issued to HealthCor Partners Fund, LP (1)
10.76
April 21, 2011
Warrant to Purchase 6,294,403 shares of the Company issued to HealthCor Hybrid Offshore Master Fund, LP (1)
10.77
April 21, 2011
Registration Rights Agreements between the Company and HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP (1)
10.78
April 21, 2011
Pledge and Security Agreement between the Company and HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP (1)
10.79
April 21, 2011
Intellectual Property Security Agreement between the Company and HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP (1)
10.80
April 25, 2011
Press Release announcing sale of Notes and Warrants (1)
 ____________________________
(1) Filed with the Current Report on Form 8-K filed with the SEC on April 27, 2011.
  *   Filed herewith.
4
 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date:   January 6, 2012    
CAREVIEW COMMUNICATIONS, INC.
     
   
By:
/s/Samuel A. Greco
   
Name:
Samuel A. Greco
   
Title:
Chief Executive Officer

 5
CareView Communications, Inc. 8-K
 
Exhibit 10.88
 
 
NOTE AND WARRANT AMENDMENT AGREEMENT

This Note and Warrant Amendment Agreement (the “ Agreement ”) is entered into as of December 30, 2011, by and among CareView Communications, Inc., a Nevada corporation (the “ Company ”), HealthCor Partners Fund, L.P. (“ HealthCor Partners ”) and HealthCor Hybrid Offshore Master Fund, L.P. (“ HealthCor Hybrid ” and, together with HealthCor Partners, the “ Investors ”).

WHEREAS, the Company and the Investors previously entered into that certain Note and Warrant Purchase Agreement, dated as of April 21, 2011 (the “ Issue Date ”), by and among the Company and the Investors (the “ Purchase Agreement ”), in connection with (a) that certain Senior Secured Convertible Note issued by the Company to HealthCor Partners as of the Issue Date in the original principal amount of $9,316,000 (the “ HealthCor Partners Note ”), (b) that certain Senior Secured Convertible Note issued by the Company to HealthCor Hybrid as of the Issue Date in the original principal amount of $10,684,000 (the “ HealthCor Hybrid Note ” and together with the HealthCor Partners Note, the “ HealthCor Notes ”), (c) that certain Warrant to Purchase Common Stock issued by the Company to HealthCor Partners as of the Issue Date, representing the right to purchase up to 5,488,456 shares of the Company’s Common Stock (as defined therein) (the “ HealthCor Partners Warrant ”), and (d) that certain Warrant to Purchase Common Stock issued by the Company to HealthCor Hybrid as of the Issue Date, representing the right to purchase up to 6,294,403 shares of the Company’s Common Stock (the “ HealthCor Hybrid Warrant ” and together with the HealthCor Partners Warrant, the “ HealthCor Warrants ”); and

WHEREAS, the Company and the Investors desire to amend the Purchase Agreement, pursuant to Section 7.9 thereof, in order to modify the Investors’ right to restrict certain equity issuances as set forth therein; and
 
WHEREAS, the Company and the Investors desire to amend the HealthCor Notes and the HealthCor Warrants, pursuant to Section 11 of the HealthCor Notes and Section 21 of the HealthCor Warrants, in order to eliminate certain antidilution provisions contained therein;
 
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investors hereby agree as follows:
 
1.   Amendment to Purchase Agreement .
 
1.1   Section 6.12 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
 
“ Equity Issuance .  The Company shall not issue any capital stock or debt or equity securities exercisable for or convertible into capital stock without the Investors’ prior written consent, which consent shall not be unreasonably withheld; provided , that in the event the Company issues shares of capital stock for a consideration per share that is less than the Trigger Price (as defined below), or issues Options or Convertible Securities with an effective exercise or conversion price per share of underlying Common Stock that is less than the Trigger Price, such consent may be granted or withheld in the Investors’ sole discretion; and provided , further , that the Company shall be permitted to issue, without requiring any such consent, (a) shares of Common Stock, Options or Convertible Securities to employees, directors, consultants and advisors of the Company or any of its Subsidiaries pursuant to incentive equity arrangements that are approved by the compensation committee of the Board of Directors, if any, or the Board of Directors; (b) shares of Common Stock to holders of Options or Convertible Securities that are outstanding on the Closing Date, upon the exercise or conversion of such Options or Convertible Securities, upon the terms of such securities existing on the date of this Agreement; and (c) shares of Common Stock in connection with any stock dividend, stock split, stock combination or other distribution or recapitalization on shares of Common Stock that is covered by Section 6(b) or 6(c) of the Notes and Section 8(a) of the Warrants (a “ Capital Event ”).
 
 
 
 
 
For the avoidance of doubt, the consideration paid in connection with the issuance of any capital stock, or the consideration paid or payable in connection with the issuance, conversion or exercise of any Options or Convertible Securities, shall, insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issuance, as determined in good faith by the Board of Directors of the Company.  The effective exercise or conversion price per share paid or payable in connection with any Options or Convertible Securities shall be calculated by dividing (i) the total amount, if any, received by the Company as consideration for the issuance of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by (ii) the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities.  As used herein, the “ Trigger Price ” shall mean $1.40 per share, as adjusted to reflect the effects of any Capital Event upon the Company’s outstanding capital stock.”

1.2   All other terms of the Purchase Agreement shall remain unchanged.  As modified hereby, the Purchase Agreement shall remain in full force and effect and is in all respects hereby ratified and affirmed.
 
2.   Amendment to HealthCor Notes .
 
2.1   Section (6)(d) of the HealthCor Partners Note is hereby deleted and replaced in its entirety with the following:
 
“[ Intentionally Omitted .]”

2.2   Section (23)(a) of the HealthCor Partners Note is hereby deleted and replaced in its entirety with the following:
 
“[ Intentionally Omitted .]”
 
 
 
 
 
2.3   Section (6)(d) of the HealthCor Hybrid Note is hereby deleted and replaced in its entirety with the following:
 
“[ Intentionally Omitted .]”

2.4   Section (23)(a) of the HealthCor Hybrid Note is hereby deleted and replaced in its entirety with the following:
 
“[ Intentionally Omitted .]”

2.5   All other terms of the HealthCor Notes shall remain unchanged.  As modified hereby, the HealthCor Notes shall remain in full force and effect and are in all respects hereby ratified and affirmed.
 
3.   Amendment to HealthCor Warrants .
 
3.1   Section 8(f) of the HealthCor Partners Warrant is hereby deleted and replaced in its entirety with the following:
 
“[ Intentionally Omitted .]”

3.2   Section 8(f) of the HealthCor Hybrid Warrant is hereby deleted and replaced in its entirety with the following:
 
“[ Intentionally Omitted .]”

3.3   All other terms of the HealthCor Warrants shall remain unchanged. As modified hereby, the HealthCor Warrants shall remain in full force and effect and are in all respects hereby ratified and affirmed.
 
4.   Miscellaneous . This Agreement may be executed in multiple counterparts, each of which shall be an original, but all of which shall constitute one and the same Agreement.
 
*** Remainder of Page Intentionally Left Blank ***

 
 
 

IN WITNESS WHEREOF, the Company and the Investors have executed this Agreement as of the date first written above.

   
COMPANY
     
    CareView Communications, Inc.
     
   
By:
/s/Steven G. Johnson
   
Name:
Steven G. Johnson
   
Title:
President
 
 
   
INVESTORS
     
   
HealthCor Partners Fund, L.P.
     
   
By:
HealthCor Partners Management L.P.
   
Its:
Manager
   
 
 
    By: HealthCor Partners Management, G.P., LLC
    Its: General Partner
       
    By: /s/ Jeffrey C. Lightcap
    Name: Jeffrey C. Lightcap
    Title: Senior Managing Director
 
   
HealthCor Hybrid Offshore Master Fund, L.P.
     
   
By:
HealthCor Hybrid Offshore G.P., LLC
   
Its:
General Partner
   
 
 
    By: /s/ Steven J. Musumeci
    Name: Steven J. Musumeci
    Title: Chief Operating Officer