false 0001377149 0001377149 2025-12-31 2025-12-31

 

 

FORM 8-K

 

 

 

Date of Report (Date of earliest event reported): December 31, 2025

 

 

(Exact name of registrant as specified in its charter)

 

 

 

 

(Address of principal executive offices and Zip Code)

 

(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:

 

 

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. ☐ 

 

 

Item 1.01 Entry into a Material Definitive Agreement. 

 

 

As previously reported, CareView Communications, Inc. (and together with its subsidiaries, as applicable, the “Company”), CareView Communications, Inc., a Texas corporation and a wholly owned subsidiary of the Company (the “Borrower”), and PDL Investment Holdings, LLC (as assignee of PDL BioPharma, Inc.), in its capacity as administrative agent and lender (the “Lender”) entered into that certain Credit Agreement as of June 26, 2015 (the “Credit Agreement”). The Company, Borrower and Lender are sometimes referred to herein collectively as the “Parties.” Any capitalized terms not defined herein shall have the definitions as ascribed in the Credit Agreement.

 

The Parties subsequently entered into a Modification Agreement to the Credit Agreement as of February 2, 2018 (“Modification Agreement”). The Parties thereafter entered into amendments to the Modification Agreement (“Amendment to MA”) as follows: First Amendment to MA as of May 31, 2018, Second Amendment to MA as of June 14, 2018, Third Amendment to MA as of June 28, 2018, Fourth Amendment to MA as of August 31, 2018, Fifth Amendment to MA as of September 28, 2018, Sixth Amendment to MA as of November 12, 2018, Seventh Amendment to MA as of November 19, 2018, Eighth Amendment to MA as of December 3, 2018, Ninth Amendment to MA as of December 17, 2018, Tenth Amendment to MA as of January 31, 2019, Eleventh Amendment to MA as of February 28, 2019, Twelfth Amendment to MA as of March 29, 2019, Thirteenth Amendment to MA as of April 29, 2019, Fourteenth Amendment to MA as of May 15, 2019, Fifteenth Amendment to MA as of September 30, 2019, Sixteenth Amendment to MA as of November 29, 2019, Seventeenth Amendment to MA as of December 31, 2019, Eighteenth Amendment to MA as of January 17, 2020, Nineteenth Amendment to MA as of January 28, 2020, Twentieth Amendment to MA as of April 17, 2020, Twenty-first Amendment to MA as of September 30, 2020, Twenty-second Amendment to MA as of November 30, 2020, Twenty-third Amendment to MA as of January 31, 2021, Twenty-fourth Amendment to MA as of May 25, 2021, Twenty-fifth Amendment to MA as of November 29, 2021, Twenty-sixth Amendment to MA as of June 23, 2022, Twenty-seventh Amendment to MA as of December 30, 2022, Twenty-eighth Amendment to MA as of February 28, 2023, Twenty-Ninth Amendment to MA as of March 31, 2023, and Thirtieth Amendment to MA as of April 29, 2023.

 

The Parties also entered into amendments to the Credit Agreement (“Amendment to CA”) as follows: First Amendment to CA as of October 7, 2015, Second Amendment to CA as of February 23, 2018, Third Amendment to CA as of July 13, 2018, Fourth Amendment to CA as of April 9, 2019, Fifth Amendment to CA as of May 15, 2019, Sixth Amendment to CA as of February 6, 2020, Seventh Amendment to CA as of May 31, 2023, Eighth Amendment as of October 24, 2023, Ninth Amendment to CA as of December 11, 2024, Tenth Amendment to CA as of March 21, 2025, Eleventh Amendment to CA as of June 30, 2025, and Twelfth Amendment to CA as of September 30, 2025.

 

As of December 31, 2025, the Company, the Borrower, the Lender, Steven G. Johnson, President and Chief Executive Officer of the Company, and Dr. James R. Higgins, a director of the Company, entered into a Thirteenth Amendment to CA (the “Thirteenth Amendment to Credit Agreement”), pursuant to which the parties agreed to amend the Credit Agreement to (i) provide that the Maturity Date shall be extended to March 31, 2026.

 

The foregoing descriptions of the Thirteenth Amendment to Credit Agreement are qualified, in their entirety, by reference to such amendment, a copy of which is attached as Exhibit 10.45 to this Current Report on Form 8-K and is incorporated by reference in response to this Item 1.01.

 

 

The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the creation of direct financial obligations of the Company is incorporated by reference into this Item 2.03.

 

 

 

(d) Exhibits:

 

 

 

 

 

 

 

 

 

 

 

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.