UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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TABLE OF CONTENTS
Page | ||
Item 1.01 | Entry into a Material Definitive Agreement | 3 |
Item 3.02 | Unregistered Sales of Equity Securities | 3 |
Item 9.01 | (d) Exhibits | 4 |
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Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On November 14, 2022, CareView Communications, Inc. (“CareView” or the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain purchasers (the “Investors”), which provided for the sale of $250,000 of common stock of the Company, par value $0.001 per share (the “Shares”), at a cash purchase price of $0.10 per share. All the shares were purchased by current members of the Company’s Board of Directors.
The Shares were offered and sold exclusively to accredited investors in a transaction not involving a public offering, pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Investors represented that their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the Shares issued in the transaction. The offer and sale of the securities were made without any general solicitation or advertising.
The foregoing summary of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 10.0 hereto and is incorporate herein.
Item 3.02 Unregistered Sales of Equity Securities.
As described above in Item 1.01, and incorporated herein by reference, on November 14, 2022, the Company entered into the Purchase Agreement, and sold and issued, for $250,000 in cash, Two Million Five Hundred Thousand (2,500,000) shares of the Company’s common stock at a cash price of $0.10 per share. In connection with the sale, the Company relied upon the exemption from registration provided by Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).
The foregoing description of the Purchase Agreement is qualified, in its entirety, by reference to the Purchase Agreement, a copy of which is attached as an exhibit to this Current Report on Form 8-K and is incorporated by reference in response to this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. | Date | Document |
10.00 | 11/14/2022 | Securities Purchase Agreement, form of* |
* | Filed herewith. |
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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: November 18, 2022 | CAREVIEW COMMUNICATIONS, INC. |
By: /s/ Steven G. Johnson | |
Steven G. Johnson Chief Executive Officer |