\
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): January 31, 2020
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230-405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
TABLE
OF CONTENTS
| Page | ||
| Item 1.01 | Entry into a Material Definitive Agreement | 3 |
| Item 9.01 | (d) Exhibits | 3 |
| 2 |
Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Rockwell Holdings I, LLC Promissory Note
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, on February 2, 2018 the Company entered into an amendment (the “Rockwell Note Amendment”) to the Company’s Promissory Note to Rockwell Holdings I, LLC (“Rockwell”) dated as of January 31, 2017 (the “Rockwell Note”), pursuant to which Rockwell agreed to defer $50,000 of each $100,000 quarterly payment due under the Rockwell Note from January 1, 2018 through the termination of the modification period provided for under the Modification Agreement entered into on February 2, 2018, as amended, by and among 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, 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 dated as of June 26, 2015, as amended, by and among the Company, the Borrower and the Lender.
As previously reported in our Current Report on Form 8-K filed with the SEC on January 7, 2020, the Company and Rockwell entered into a Second Amendment to the Rockwell Note (the “Second Rockwell Note Amendment”) on December 31, 2019, pursuant to which Rockwell agreed to extend the term of the Rockwell Note by one year, to December 31, 2020, and agreed to extend the time to make the quarterly payment that would otherwise be due on December 31, 2019 to January 31, 2020.
Effective as of January 31, 2020, the Company and Rockwell entered into a Third Amendment to the Rockwell Note (the “Third Rockwell Note Amendment”), pursuant to which Rockwell agreed to extend the time to make the quarterly payment that would otherwise be due on December 31, 2019 from January 31, 2020 to February 10, 2020.
The foregoing descriptions of the Rockwell Note, the Rockwell Note Amendment, the Second Rockwell Note Amendment and the Third Rockwell Note Amendment are qualified, in their entirety, by reference to each such document, copies of which are attached as exhibits to this Current Report on Form 8-K and are incorporated by reference into this Item 1.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Date | Document |
| 10.01 | 01/31/17 | Promissory Note to Rockwell Holdings I, LLC(1) |
| 10.02 | 02/02/18 | Amendment to Promissory Note to Rockwell Holdings I, LLC(2) |
| 10.03 | 12/31/19 | Second Amendment to Promissory Note to Rockwell Holdings I, LLC(3) |
| 10.04 | 01/31/20 | Third Amendment to Promissory Note to Rockwell Holdings I, LLC(*) |
| (1) | Filed with the Current Report on Form 8-K filed with the SEC on February 2, 2017. | |
| (2) | Filed with the Current Report on Form 8-K filed with the SEC on February 5, 2018. | |
| (3) | Filed with the Current Report on Form 8-K filed with the SEC on January 7, 2020. | |
| * | Filed herewith. |
| 3 |
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: February 6, 2020 | CAREVIEW COMMUNICATIONS, INC. | ||
| By: | /s/ Steven G. Johnson | ||
| Steven G. Johnson | |||
| Chief Executive Officer | |||
CAREVIEW COMMUNICATIONS, INC. 8-K
Exhibit 10.4
THIRD AMENDMENT TO PROMISSORY NOTE
This Third Amendment to Promissory Note (this “Amendment”) is entered into as of January 31, 2020, by and between CareView Communications, Inc., a Nevada corporation (“Maker”) and Rockwell Holdings I, LLC, a Wisconsin limited liability company (“Holder”).
BACKGROUND
A.
Reference is hereby made to that certain Promissory Note dated as of January 31, 2017, made by Maker to the order of Holder in the original principal amount of $1,113,785.84, as amended by that certain Amendment to Promissory Note dated as of February 2, 2018; and that certain Second Amendment to Promissory Note dated as of December 31, 2019 (the “Promissory Note”). Pursuant to this Amendment, Maker and Holder are further amending the Promissory Note.
B.
Maker has advised Holder that, effective as of December 28, 2017, Maker has entered into a modification agreement requiring Maker to obtain the agreement of Holder that Maker shall not be obligated to make more than 50% of each principal payment in respect of the Promissory Note for a modification period commencing on January 1, 2018.
C.
Maker has advised Holder that it will need additional time to pay off the Promissory Note balance and make the final balloon payment. Maker and Holder have agreed to extend the term of the Promissory Note by one (1) year and continue the quarterly principal payments through September 30, 2020 with the final balloon payment due on December 31, 2020.
D.
Maker and Holder had agreed on a brief extension of time to make the proposed December 31, 2019 quarterly payment; from December 31, 2019 to January 31, 2020.
E.
Maker has advised Holder that it will need an additional brief extension of time to make the proposed December 31, 2019 quarterly payment; from January 31, 2020 to February 10, 2020.
F.
For value received, Holder has agreed to amend the term of the Promissory Note and the December 31, 2019 quarterly payment under the Promissory Note as provided below.
In consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1.
Amendment to Promissory Note. Maker and Holder agree that Section 1 of the Promissory Note is hereby deleted in its entirety and replaced with the following:
“a)
The Maker shall make quarterly principal payments of $100,000 (the “Original Quarterly Payment Amount”), with each payment being made on the last day of each fiscal quarter beginning with the first payment date of March 31, 2017, and continuing on the last business day of each subsequent calendar quarter through September 30, 2020, except for that certain Quarterly Payment Amount due on December 31, 2019 which will be now due on February 10, 2020; provided, however, that Maker shall only be required to make quarterly principal payments of $50,000 (the “Modification Quarterly Payment Amount”) for the calendar quarter beginning on January 1, 2018 and for each subsequent calendar quarter as to which Maker provides to Holder a certificate of a duly authorized officer of Maker, on or about the date of such payment, referencing this Section 1(a) and certifying to Holder that, as of the date of such payment, Maker remains subject to a bona fide contractual obligation to make the Modification Quarterly Payment Amount rather than the Original Quarterly Payment Amount in respect of this Note.”
| b) | The final payment due on December 31, 2020 shall be a balloon payment representing the remaining principal balance plus all accrued and unpaid interest. |
2.
Ratification. The Promissory Note, as amended by this Amendment, is hereby ratified and confirmed in all respects and shall continue in full force and effect in accordance with its terms.
3.
Authority. Maker and Holder hereby represent and warrant that they have the full power and authority to agree to, enter into, execute and deliver and perform under this Amendment.
4.
Miscellaneous.
| a. | This Amendment, and the application or interpretation thereof, shall be governed exclusively by its terms and by the laws of the State of Texas. |
| b. | This Amendment may be executed by electronic transmission and in any number of counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single instrument. |
| c. | Holder shall promptly affix this Amendment to the Promissory Note. |
[Signature page follows]
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed and delivered as of the date first above written.
| HOLDER: | |||
| ROCKWELL HOLDINGS I, LLC | |||
| By: | /s/ Matthew Bluhm | ||
| Name: | Matthew Bluhm | ||
| Title: | Trustee | ||
| MAKER: | |||
| CAREVIEW COMMUNICATIONS, INC. | |||
| By: | /s/ Steven G. Johnson | ||
| Name: | Steven G. Johnson | ||
| Title: | President and Chief Executive Officer | ||
[Third Amendment to Promissory Note]