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1. |
Name of Reporting Persons.
Steven G. Johnson |
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ |
3. |
SEC Use Only |
4. |
Source of Funds
OO-Other |
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐ |
6. |
Citizenship or Place of Organization
United States |
Number
of Shares
Beneficially Owned
by Each
Reporting Person
With |
7. |
Sole Voting Power |
|
37,237,260 (1)(2)(3)(4) |
8. |
Shared Voting Power
-0- |
9. |
Sole Dispositive Power |
|
37,237,260 (1)(2)(3)(4) |
10. |
Shared Dispositive Power |
|
-0- |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
37,237,260 (1)(2)(3)(4) |
12. |
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
☐ |
13. |
Percent of Class Represented by Amount of Row (11)
9.12% (4) |
14. |
Type of Reporting Person
IN |
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(1) |
Includes 18,208,977 shares directly owned by
Mr. Johnson. |
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(2) |
Includes 3,466,667 shares of Common Stock underlying
vested options exercisable within sixty days. |
|
(3) |
Includes 15,561,616 shares of Common Stock held
by SJ Capital, LLC. |
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(4) |
The
percentage of class is based on 408,314,082 shares of Common Stock which would be outstanding if all of Mr. Johnson’s
vested Options were exercised. |
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1. |
Name of Reporting Persons.
SJ Capital, LLC, a Delaware entity solely owned Steven
G. Johnson (“SJ Capital”) |
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ |
3. |
SEC Use Only |
4. |
Source of Funds
OO-Other |
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐ |
6. |
Citizenship or Place of Organization
United States |
Number of
Shares
Beneficially Owned
by Each
Reporting Person
With |
7. |
Sole Voting Power |
|
15,561,616 |
8. |
Shared Voting Power
-0- |
9. |
Sole Dispositive Power |
|
15,561,616 |
10. |
Shared Dispositive Power |
|
-0- |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,561,616 |
12. |
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
☐ |
13. |
Percent of Class Represented by Amount of Row (11)
3.84% |
14. |
Type of Reporting Person
OO |
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(1) |
Based on 404,847,415 shares currently outstanding. |
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This
Amendment No. 9 to Schedule 13D (the “Amendment”) amends and supplements the beneficial ownership statement on Schedule
13D originally filed with the Securities and Exchange Commission on September 29, 2010, as amended by subsequent Schedules 13D
filed on each of January 30, 2012, August 17, 2012, January 3, 2013, April 1, 2013, February 19, 2015, August 14, 2018, November
21, 2022, January 6, 2023, and February 1, 2023. This Amendment is being filed to amend tables and Items 3, 5, and 7.
Item 1. |
Security and Issuer |
The
class of equity securities to which this Schedule 13D relates is the common stock, $.001 par value, of CareView Communications,
Inc., a Nevada corporation (“Company” or “Issuer”). The address of the principal executive office of the
Company is 405 State Highway 121, Suite B-240, Lewisville, TX 75067.
Item 2. |
Identity and Background. |
|
(a) |
Names: Steven G.
Johnson and SJ Capital, LLC (the “Reporting Persons”). |
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(b) |
Residence or Business
Address of Reporting Persons: 405 State Highway 121, Suite B-240, Lewisville, TX 75067. |
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(c) |
Present principal
occupation or employment: Steven G. Johnson is President, Chief Executive Officer, Secretary and Treasurer of the Company.
Mr. Johnson also serves as one of the Company’s directors. |
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(d) |
During the last
five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). |
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(e) |
During the last
five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding violation with
respect to such laws. |
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|
|
|
(f) |
Citizenship: United
States of America. |
Item
3. |
Source and Amount
of Funds or Other Consideration. |
Item
3 is hereby amended and restated in its entirety as follows:
OO-Other
PF-Personal
Funds
AF-Affiliate
Acquisition
of Shares of the Issuer
On
September 28, 2007, CareView Communications, Inc., a Texas corporation (“CareView-TX”), its shareholders, and Ecogate,
Inc. entered into a Securities Exchange Agreement (the “Agreement”), pursuant to which Ecogate, Inc. issued 87,684,910
shares of its Common Stock to the CareView-TX shareholders in exchange for 100% of the outstanding stock of CareView-TX. Upon
the closing of the Agreement, the shares of CareView-TX owned by InvestSearch, LLC, an entity of which Mr. Johnson owned 22.5%
(“InvestSearch”), was exchanged for 11,104,334 shares of Ecogate, Inc. (Ecogate, Inc. subsequently changed its name
to CareView Communications, Inc., which is now a Nevada corporation and the Issuer.)
On
July 7, 2009, the members of InvestSearch agreed to distribute its 11,104,334 shares and Mr. Johnson, through SJ Capital, received
1,280,136 of those shares.
On
November 11, 2008, the Company converted a loan from Sat-Net Communications, LLC, an entity of which Mr. Johnson owned 25% (“Sat-Net”),
in which aggregated principal and interest of $153,911.88 was converted into 295,984 shares of the Company’s Common Stock
at $0.52 per share. On June 1, 2010, the members of Sat-Net agreed to distribute its 295,984 shares and SJ Capital received 73,996
of those shares.
On
November 23, 2007, SJ Capital was transferred 12,038,175 shares of the Company’s Common Stock from Recap Group, LLC, an
entity solely owned by David Webb, in exchange for the transfer to Mr. Webb of cash and securities of non-affiliated companies
owned by Mr. Johnson. Mr. Webb served as a director of the Company at the time of the transfer.
On
January 8, 2010, SJ Capital was transferred 1,023,403 shares of the Company’s Common Stock from an unaffiliated party in
a private transaction.
On
August 25, 2011, Mr. Johnson acquired 6,957 shares of the Company’s Common Stock from an unaffiliated party in a private
transaction.
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On
August 15, 2012 and August 16, 2012, SJ Capital acquired 165,350 and 86,400 shares of the Company’s Common Stock, respectively,
from unaffiliated parties in a private transaction.
On
March 27, 2013, the Company executed a Securities Purchase Agreement (the “Purchase Agreement”) with multiple investors
(collectively, the “Investors”) relating to the sale and issuance of shares of the Company’s common stock and
warrants to purchase common stock in a private offering. At the closing on April 1, 2013, Mr. Johnson purchased 202,020 shares
of the Company’s Common Stock at a price of $0.495 per share for an aggregate purchase price of $100,000. Mr. Johnson did
not purchase any warrants thereunder.
Between
November 20, 2014 and December 4, 2014, Mr. Johnson, through SJ Capital, purchased 400,000 shares of the Company’s Common
Stock in the market.
Between
November 19, 2015 and December 4, 2015, Mr. Johnson, through SJ Capital, purchased 120,000 shares of the Company’s Common
Stock in the market.
Between
June 2, 2016 and November 17, 2016, Mr. Johnson, through SJ Capital, purchased 2,200,000 shares of the Company’s Common
Stock in the market.
On
November 14, 2022, Mr. Johnson purchased 500,000 shares of the Company’s Common Stock pursuant to a Securities Purchase
Agreement.
On
March 30, 2023, Mr. Johnson entered into a Replacement Note Conversion Agreement wherein he converted debt in the amount of $1,750,000
into 17,500,000 shares of the Company’s Common Stock at a conversion price of $0.10 per share.
Disposition
of Shares of the Issuer
Between
November 2008 and September 29, 2010, Mr. Johnson, through SJ Capital, transferred an aggregate of 885,844 shares in private transactions.
On
December 15, 2010, Mr. Johnson, through SJ Capital, transferred 190,000 shares in a private transaction. On December 31, 2012,
Mr. Johnson, through SJ Capital, transferred 750,000 shares in a private transaction.
Acquisition
of Derivative Securities of the Issuer
Non-Qualified
Stock Options (“Options”)
On
December 7, 2016, Mr. Johnson was issued an Option under the CareView Communications 2016 Stock Incentive Plan for 2,000,000 underlying
shares of the Company’s Common Stock at an exercise price of $0.10 per share. The ten-year Option vests as to 666,667 shares
on each of December 7, 2017 and December 7, 2018 and as to 666,666 shares on December 7, 2019. The Option was issued in exchange
for the services to be provided by Mr. Johnson in his role as Chief Executive Officer. The Option has not been exercised and expires
on December 6, 2026.
On
November 30, 2017, Mr. Johnson was issued an Option under the CareView Communications 2016 Stock Incentive Plan for 666,667 underlying
shares of the Company’s Common Stock at an exercise price of $0.11 per share. The ten-year Option vests as to 222,223 shares
on November 30, 2018 and as to 222,222 shares on each of November 30, 2019 and November 30, 2020. The Option was issued in exchange
for the services to be provided by Mr. Johnson in his role as Chief Executive Officer. The Option has not been exercised and expires
on November 29, 2027.
On
August 10, 2020, Mr. Johnson was issued an Option under the CareView Communications 2020 Stock Incentive Plan for 1,200,000 underlying
shares of the Company’s Common Stock at an exercise price of $0.035 per share. The ten-year Option vests at 400,000 shares
per year on each of August 5, 2021, August 5, 2022, and August 5, 2023.
Senior
Secured Convertible Note due 2025 and Common Stock Purchase Warrants
On
December 15, 2014, the Company entered into a Fifth Amendment to Note and Warrant Purchase Agreement (the “Fifth Amendment”)
with the HealthCor Parties and certain additional investors party thereto (such additional investors, the “Fifth Amendment
New Investors” and, collectively with the HealthCor Parties, the “Fifth Amendment Investors”) to sell and issue
(i) additional notes in the initial aggregate principal amount of $6,000,000, with a conversion price per share equal to $0.52
(subject to adjustment as described therein) (the “Fifth Amendment Supplemental Closing Notes”) and (ii) additional
warrants to purchase an aggregate of up to 3,692,308 shares of our Common Stock at an exercise price per share equal to $0.52
(subject to adjustment as described therein) (the “Fifth Amendment Supplemental Warrants”).
The
Fifth Amendment New Investors included all but one of the Company’s current directors as well as one of the Company’s
officers who is not also a director. The closing date of the transaction was February 17, 2015 (the “Fifth Amendment Supplemental
Closing Date”). On the Fifth Amendment Supplemental Closing Date, each of the Fifth Amendment Investors purchased the Fifth
Amendment Supplemental Closing Notes and the Fifth Amendment Supplemental Warrants for cash, payable by wire transfer in same
day funds to an account specified by the Company.
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The
Purchase Agreement and Fifth Amendment provide that the Company grant to the Fifth Amendment Investors a security interest in
the assets of the Company as collateral for payment of the Fifth Amendment Supplemental Closing Notes, evidenced by that certain
Pledge and Security Agreement dated as of April 20, 2011 (the “Security Agreement”) and by that certain Intellectual
Property Security Agreement dated as of April 20, 2011 (the “IP Security Agreement”). On the Fifth Amendment Supplemental
Closing Date, the Company entered into an amended and restated Security Agreement and an amended and restated IP Security Agreement
in order, among other things, to add the Fifth Amendment New Investors as secured parties (such amended and restated agreements,
respectively the “Amended Security Agreement” and the “Amended IP Security Agreement”).
The
Purchase Agreement and the Fifth Amendment Supplemental Closing Notes also provide that the Company grant registration rights
to the Fifth Amendment Investors for the Common Stock into which the Fifth Amendment Supplemental Closing Notes may be converted
and that may be issued upon exercise of the Fifth Amendment Supplemental Warrants as provided for by that certain Registration
Rights Agreement dated as of April 20, 2011 (the “Registration Rights Agreement”).
Mr.
Johnson is one of the Fifth Amendment New Investors. On the Fifth Amendment Supplemental Closing Date, Mr. Johnson purchased a
Senior Secured Convertible Note in the amount of $650,000 which is immediately convertible into shares of the Company’s
Common Stock at a conversion price of $0.52 per share (subject to adjustment as described therein) and has a maturity date of
February 16, 2025. In connection therewith, Mr. Johnson was also issued Fifth Amendment Supplemental Warrants for the purchase
of 400,001 shares of the Company’s Common Stock at an exercise price per share equal to $0.52 (subject to adjustment as
described therein). The Fifth Amendment Supplemental Warrants were exercisable upon issuance and have an expiration date of February
17, 2025.
Senior
Secured Convertible Note due February 2028 and Common Stock Purchase Warrants
On
February 23, 2018, the Company entered into an Eighth Amendment to Note and Warrant Purchase Agreement (the “Eighth Amendment”)
with the Fifth Amendment New Investors (the “Existing Investors”), an additional investor party thereto (such additional
investor, the “New Investor” and, collectively with the Existing Investors, the “Eighth Amendment Investors”)
and the HealthCor Parties (solely in their capacity as the majority holders approving the Eighth Amendment and not as investors),
pursuant to which the Company sold and issued, for an aggregate of $2,050,000 in cash, to the Eighth Amendment Investors on such
date (i) additional notes in the initial aggregate principal amount of $2,050,000, with a conversion price per share equal to
$0.05 (subject to adjustment as described therein) and a maturity date of February 22, 2028 (the “Eighth Amendment Supplemental
Closing Notes”) and (ii) additional warrants to purchase an aggregate of up to 512,500 shares of the Company’s Common
Stock at an exercise price per share equal to $0.05 (subject to adjustment as described therein) and with an expiration date of
February 23, 2028 (the “Eighth Amendment Supplemental Warrants”).
The
Existing Investors were composed of all but one of the Company’s directors as well as one of the Company’s officers
who is not also a director. Of the total amount of Eighth Amendment Supplemental Closing Notes and Eighth Amendment Supplemental
Warrants issued and sold by the Company pursuant to the Eighth Amendment, such directors and officer purchased, in aggregate,
Eighth Supplemental Closing Notes in the initial aggregate principal amount of $1,950,000 and Eighth Amendment Supplemental Warrants
to purchase an aggregate of up to 487,500 shares of our Common Stock.
The
closing date of the transaction was February 23, 2018 (the “Eighth Amendment Supplemental Closing Date”). On the Eighth
Amendment Supplemental Closing Date, each of the Eighth Amendment Investors purchased the Eighth Amendment Supplemental Closing
Notes and the Eighth Amendment Supplemental Warrants for cash, payable by wire transfer in same day funds to an account specified
by the Company.
The
Purchase Agreement and Eighth Amendment provide that the Company grant to the Eighth Amendment Investors a security interest in
the assets of the Company as collateral for payment of the Eighth Amendment Supplemental Closing Notes, evidenced by the Amended
Security Agreement and by the Amended IP Security Agreement.
The
Purchase Agreement and the Eighth Amendment Supplemental Closing Notes also provide that the Company grant registration rights
to the Eighth Amendment Investors for the Common Stock into which the Eighth Amendment Supplemental Closing Notes may be converted
and that may be issued upon exercise of the Eighth Amendment Supplemental Warrants as provided for by the Registration Rights
Agreement.
Mr.
Johnson is one of the Existing Investors. On the Eighth Amendment Supplemental Closing Date, Mr. Johnson purchased a Senior Secured
Convertible Note in the amount of $600,000 which is immediately convertible into shares of the Company’s Common Stock at
a conversion price of $0.05 per share (subject to adjustment as described therein) and has a maturity date of February 22, 2028.
In connection therewith, Mr. Johnson was also issued Eighth Amendment Supplemental Warrants for the purchase of 150,000 shares
of the Company’s Common Stock at an exercise price per share equal to $0.05 (subject to adjustment as described therein).
The Eighth Amendment Supplemental Warrants were exercisable upon issuance and have an expiration date of February 23, 2028.
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Senior
Secured Convertible Note due July 2028
On
July 13, 2018, the Company entered into a Tenth Amendment to Note and Warrant Purchase Agreement (the “Tenth Amendment”)
with the Existing Investors listed in Annex I to the Tenth Amendment (the “Tenth Amendment Investors”) and the HealthCor
Parties (solely in their capacity as majority holders (acting together with the Tenth Amendment Investors) approving the Tenth
Amendment and not as investors), pursuant to which the Company sold and issued, for an aggregate of $1,000,000 in cash, to the
Tenth Amendment Investors on such date additional notes in the initial aggregate principal amount of $1,000,000, with a conversion
price per share equal to $0.05 (subject to adjustment as described therein) and a maturity date of July 12, 2028 (the “Tenth
Amendment Supplemental Closing Notes”). The Tenth Amendment Investors were composed entirely of the Company’s directors.
The
closing date of the transaction was July 13, 2018 (the “Tenth Amendment Supplemental Closing Date”). On the Tenth
Amendment Supplemental Closing Date, each of the Tenth Amendment Investors purchased the Tenth Amendment Supplemental Closing
Notes for cash, payable by wire transfer in same day funds to an account specified by the Company.
The
Purchase Agreement and Tenth Amendment provide that the Company grant to the Tenth Amendment Investors a security interest in
the assets of the Company as collateral for payment of the Tenth Amendment Supplemental Closing Notes, evidenced by the Amended
Security Agreement and by the Amended IP Security Agreement.
The
Purchase Agreement and the Tenth Amendment Supplemental Closing Notes also provide that the Company grant registration rights
to the Tenth Amendment Investors for the Common Stock into which the Tenth Amendment Supplemental Closing Notes may be converted
as provided for by the Registration Rights Agreement.
Mr.
Johnson is one of the Tenth Amendment Investors. On the Tenth Amendment Supplemental Closing Date, Mr. Johnson purchased a Senior
Secured Convertible Note in the amount of $500,000 which is immediately convertible into shares of the Company’s Common
Stock at a conversion price of $0.05 per share (subject to adjustment as described therein) and has a maturity date of July 12,
2028.
Note
Cancellation and Replacement Notes; Replacement Note Conversion
On
December 30, 2022, Mr. Johnson exchanged all outstanding notes issued under the Note and Warrant Purchase Agreement dated as of
April 21, 2011, as amended, with an aggregate balance of $2,306,536, for a replacement note for $1,750,000 with a conversion price
of $0.10 per share. At the same time, Mr. Johnson surrendered for cancellation all outstanding warrants held by him representing
an aggregate of 550,001 shares, for no value.
On
March 30, 2023, Mr. Johnson entered into a Replacement Note Conversion Agreement wherein he converted debt of $1,750,000 into
17,500,000 shares of the Company’s Common Stock at a conversion price of $0.10 per share. The shares bear a restrictive
legend, and a lockup legend that expires December 31, 2023.
Item
4. |
Purpose of Transaction. |
See
Item 3 above.
The
Reporting Persons have no plans which relate to or would result in:
|
(a) |
the acquisition
by any person of additional securities of the issuer, or the disposition of securities of the issuer; |
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(b) |
an extraordinary
corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; |
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(c) |
A sale or transfer
of a material amount of assets of the issuer or of any of its subsidiaries; |
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(d) |
Any change in the
present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board; |
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(e) |
Any material change
in the present capitalization or dividend policy of the issuer; |
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(f) |
Any other material
change in the issuer’s business or corporate structure, including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required
by Section 13 of the Investment Company Act of 1940; |
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(g) |
Changes in the issuer’s
charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer
by any person; |
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(h) |
Causing a class
of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities association; |
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(i) |
A class of equity
securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or |
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(j) |
Any action similar
to any of those enumerated above. |
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Item
5. |
Interest in Securities
of the Issuer. |
Item
5 is hereby amended and restated in its entirety as follows:
|
(a) |
Mr. Johnson directly
owns 18,208,977 shares of the Company’s Common Stock. Mr. Johnson indirectly owns 15,561,616 shares of the Company’s
Common Stock through SJ Capital. Mr. Johnson directly owns vested Options for the purchase of 3,466,667 shares, bringing his
direct and indirect ownership to an aggregate of 37,237,260 shares. The percentage of class for Mr. Johnson is 9.12% and is
based on 408,314,082 shares which would be outstanding if all of Mr. Johnson’s Options were exercised. |
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SJ Capital directly
owns 15,561,616 shares of the Company’s Common Stock. The percentage of class for SJ Capital is 3.84% and is based on
404,847,415 shares outstanding. |
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(b) |
Mr. Johnson has
sole power to vote or direct the vote and the power to dispose or to direct the disposition of the 37,237,260 shares of the
Company’s Common Stock owned directly or indirectly by him or to be acquired by him through the exercise of Options
and the conversion of the convertible debt. |
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|
Mr. Johnson through
SJ Capital has sole power to vote or direct the vote and the power to dispose or to direct the disposition of the 15,561,616
shares of the Company’s Common Stock owned directly by SJ Capital. |
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(c) |
Please see Item
3 above for the description of the transactions relative to the shares and derivative securities acquired by the Reporting
Persons. |
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(d) |
The Reporting Persons
know of no other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such shares or derivative securities. |
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(e) |
Not applicable. |
Item
6. |
Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of Issuer |
Item
6 is hereby amended and restated in its entirety as follows:
Except
as outlined hereinabove, the Reporting Persons have no contracts, arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any securities of the issuer, including but not limited to transfer or voting of any of the securities,
finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
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Item
7. |
Material to be
Filed as Exhibits. |
Item
7 is hereby amended and restated in its entirety as follows:
|
Date
of Document |
Description
of Document |
|
09/27/07 |
Securities
Exchange Agreement by and between Ecogate, Inc., CareView Communications, Inc., and Shareholders of CareView Communications,
Inc.; filed as Exhibit 2.0 to the Company’s Registration Statement on Form 10 filed with the Commission on August 23,
2010 and incorporated herein by reference. |
|
12/03/07 |
Non-Qualified
Stock Option, form of; filed as Exhibit 10.10 to the Company’s Registration Statement on Form 10 filed with the Commission
on August 23, 2010 and incorporated herein by reference. |
|
09/11/09 |
CareView
Communications, Inc. 2009 Stock Incentive Plan; filed as Exhibit 10.42 to the Company’s Registration Statement on Form
10 filed with the Commission on August 23, 2010 and incorporated herein by reference. |
|
03/27/13 |
Securities
Purchase Agreement, form of; filed as Exhibit 10.108 to the Company’s Current Report on Form 8-K filed with the Commission
on March 28, 2013 and incorporated herein by reference. |
|
12/07/16 |
CareView
Communications, Inc. 2016 Stock Incentive Plan; filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
with the Commission on January 9, 2017 and incorporated herein by reference. |
|
02/23/18 |
Eighth
Amendment to Note and Warrant Purchase Agreement, among the Company, HealthCor Partners Fund, LP, HealthCor Hybrid Offshore
Master Fund, LP and the investors party thereto; filed as Exhibit 10.34 to the Company’s Current Report on Form 8-K
filed with the Commission on February 26, 2018 and incorporated herein by reference. |
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02/23/18 |
Form
of Eighth Amendment Supplemental Closing Note; filed as Exhibit 10.35 to the Company’s Current Report on Form 8-K filed
with the Commission on February 26, 2018 and incorporated herein by reference. |
|
02/23/18 |
Form
of Eighth Amendment Supplemental Warrant; filed as Exhibit 10.36 to the Company’s Current Report on Form 8-K filed with
the Commission on February 26, 2018 and incorporated herein by reference. |
|
07/13/18 |
Tenth
Amendment to Note and Warrant Purchase Agreement, among the Company, HealthCor Partners Fund, L.P., HealthCor Hybrid Offshore
Master Fund, L.P. and the investors party thereto; filed as Exhibit 10.53 to the Company’s Current Report on Form 8-K
filed with the Commission on July 16, 2018 and incorporated herein by reference. |
|
07/13/18 |
Form
of Tenth Amendment Supplemental Closing Note; filed as Exhibit 10.54 to the Company’s Current Report on Form 8-K filed
with the Commission on July 16, 2018 and incorporated herein by reference. |
|
11/14/22 |
Form
of Securities Purchase Agreement; filed as Exhibit 10.0 to the Company’s Current Report on Form 8-K filed
with the Commission on November 18, 2022 and incorporated herein by reference. |
|
12/30/22 |
Cancellation
Agreement; filed as Exhibit 10.01 to the Company’s Current Report on Form 8-K filed with the Commission on January 3,
2023 and incorporated herein by reference. |
|
12/30/22 |
Form
of Replacement Notes; filed as Exhibit 10.02 to the Company Current Report on Form 8-K filed with the Commission on January
3, 2023 and incorporated herein by reference. |
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03/30/23 |
Form of Replacement Note Conversion Agreement; filed as Exhibit 10.02 to the Company’s Current Report on Form 8-K filed with the Commission on March 31, 2023 and incorporated herein by reference. |
(Signature
page follows)
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: |
March
31, 2023 |
|
By: |
/s/
Steven G. Johnson |
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Steven G. Johnson, an individual, and as
Sole Member of SJ Capital, LLC |