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 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.

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.

As previously reported in our Current Report on Form 8-K filed with the SEC on February 6, 2020, the Company and Rockwell entered into a Third Amendment to the Rockwell Note (the “Third Rockwell Note Amendment”) effective as of January 31, 2020, 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.

As previously reported in our Current Report on Form 8-K filed with the SEC on April 17, 2020, the Company and Rockwell entered into a Fourth Amendment to the Rockwell Note (the “Fourth Rockwell Note Amendment”) effective as of March 31, 2020, pursuant to which Rockwell agreed to extend the time to make the quarterly payment that would otherwise be due on March 31, 2020 to April 16, 2020.

On December 31, 2020, the Company and Rockwell entered into a Fifth Amendment to the Rockwell Note (the “Fifth Rockwell Note Amendment”), pursuant to which Rockwell agreed to extend the term of the Rockwell Note by one year, to December 31, 2021, and agreed that the quarterly principal payment that would otherwise be due on December 31, 2020 will not be required to be made until December 31, 2021.

The foregoing descriptions of the Rockwell Note, the Rockwell Note Amendment, the Second Rockwell Note Amendment, the Third Rockwell Note Amendment, the Fourth Rockwell Note Amendment and the Fifth 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(4)
10.05 03/31/20 Fourth Amendment to Promissory Note to Rockwell Holdings I, LLC(5)
10.06 12/31/20 Fifth 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.
  (4) Filed with the Current Report on Form 8-K filed with the SEC on February 6, 2020.
  (5) Filed with the Current Report on Form 8-K filed with the SEC on April 17, 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:  January 5, 2021 CAREVIEW COMMUNICATIONS, INC.
   
  By: /s/ Steven G. Johnson                 
  Steven G. Johnson
Chief Executive Officer

 

4 

 

CAREVIEW COMMUNICATIONS, INC. 8-K

Exhibit 10.06

FIFTH AMENDMENT TO PROMISSORY NOTE

This Fifth Amendment to Promissory Note (this “Amendment”) is entered into as of December 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; that certain Second Amendment to Promissory Note dated as of December 31, 2019; that certain Third Amendment to Promissory Note dated as of January 31, 2020; and that certain Fourth Amendment to Promissory Note dated as of March 31, 2020 (the “Promissory Note”). Pursuant to this Amendment, Maker and Holder are further amending the Promissory Note.

B.                 Maker had advised Holder that, effective as of December 28, 2017, Maker had entered into a modification agreement requiring Maker to obtain the agreement of Holder that Maker would 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 had advised Holder that it would need additional time to pay off the Promissory Note balance and make the final balloon payment. Maker and Holder had 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 December 31, 2019 quarterly payment; from December 31, 2019 to January 31, 2020.

E.                 Maker and Holder had agreed on a brief extension of time to make the December 31, 2019 quarterly payment; from January 31, 2020 to February 10, 2020.

F.                  Maker and Holder had agreed on a brief extension of time to make the March 31, 2020 quarterly payment; from March 31, 2020 to April 16, 2020.

G.                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 (i) to extend the term of the Promissory Note by one (1) year and continue the quarterly principal payments through September 30, 2021 with the final balloon payment due on December 31, 2021 and (ii) that the quarterly principal payment that would otherwise be due on December 31, 2020 will not be required to be made until the final balloon payment due date.

H.                For value received, Holder has agreed to amend the term of the Promissory Note and the December 31, 2020 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, 2021, except for that certain quarterly payment that would otherwise be due on December 31, 2020, which payment will not be required to be made when due (it being understood that such omitted quarterly payment is being deferred to the final payment due date and that such omission shall not reduce the outstanding principal balance); 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, 2021 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: Managing Member

 

MAKER:

CAREVIEW COMMUNICATIONS, INC.

 

By: /s/ Steven G. Johnson                

Name: Steven G. Johnson

Title: President and Chief Executive Officer

 

 

[Fifth Amendment to Promissory Note]